<PAGE>

                                                                   CONFIDENTIAL


THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]."
















                              AMENDED AND RESTATED

                        ADMINISTRATIVE SERVICES AGREEMENT

                                     BETWEEN

                                   SABRE INC.

                                       AND

                               TRAVELOCITY.COM LP


                                  MARCH 7, 2000

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                                                                   CONFIDENTIAL


                              AMENDED AND RESTATED
                        ADMINISTRATIVE SERVICES AGREEMENT
                        ---------------------------------

         THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this
"Agreement"), dated as of March 7, 2000 (the "Effective Date"), is between
TRAVELOCITY.COM LP, a Delaware limited partnership ("TCY"), and SABRE INC., a
Delaware corporation ("Sabre"). Sabre and TCY may each be referred to as a
"Party" or collectively as the "Parties."

                                   BACKGROUND

         WHEREAS, in order to support TCY's ongoing business operations, TCY
has requested that Sabre provide certain administrative services to TCY;

         WHEREAS, on the terms and subject to the conditions described in this
Agreement, Sabre is willing to provide such services to TCY; and

         WHEREAS, this Agreement amends and restates, effective as of March 7,
2000, the Administrative Services Agreement, dated as of March 7, 2000,
between TCY and Sabre.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the adequacy of which is
hereby acknowledged, the Parties agree as follows:

                       ARTICLE I. RELATIONSHIP MANAGEMENT

1.1      DESIGNATION. TCY designates its Chief Financial Officer as TCY's
         Representative, and Sabre designates its Vice President/Controller as
         Sabre's Representative, upon and after the Effective Date until
         changed by the designating Party. A Party may change its
         Representative by Notice to the other Party. A Party may rely on and
         deal with the Person who is designated as the other Party's
         Representative until Notice of change is given by the other Party.

1.2      REPRESENTATIVES' AUTHORITY. Each Party has authorized its
         Representative to conduct discussions and negotiations, make and
         communicate decisions, frame and pose questions or issues, and resolve
         Disputes on behalf of that Party relating to this Agreement. Though
         one Party's employees or agents other than its Representative may
         also take actions of the kinds described in the preceding sentence
         with the other Party's employees or agents other than its
         Representative, matters that require more formal discussions or
         negotiations between the Parties shall be addressed through and by
         the Representatives. Each Party and its Representative are entitled
         to rely on the actions and decisions of the other Party's
         Representative relating to this Agreement.

                              ARTICLE II. SERVICES

2.1      SERVICES. Sabre shall render, and TCY shall pay for, the Mandatory
         Services and, to the extent not discontinued in accordance with this
         Agreement, the Optional Services during the effectiveness of this
         Agreement. The Services are described on the Schedules, which are an
         integral part of this Agreement. The Services described in Schedule I
         and II are, unless otherwise indicated on such Schedules, Mandatory
         Services; the Services described on the other Schedules are Optional
         Services.

2.2      ADDING OPTIONAL SERVICES. At least [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED] prior to the beginning of each Sabre fiscal year,
         TCY may request in writing that Sabre perform any of the services
         listed on the attached EXHIBIT C as Optional Services and with respect
         to which the Parties have reached an agreement regarding the nature
         and scope of such additional Optional Services and

                                       1

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                                                                   CONFIDENTIAL


         the period of time during which such additional Optional Services will
         be provided. Such agreement with respect to any additional Optional
         Services will be set forth in a written agreement which will contain
         the following information, as applicable: (a) a reference to this
         Agreement, which reference will be deemed to incorporate all of the
         provisions of this Agreement; (b) the date as of which the provisions
         of the agreement will become effective and, if applicable, the term or
         period of time during which the services or resources referenced
         therein will be provided; (c) a description of the services or
         resources to be provided by Sabre pursuant to the agreement; (d) a
         description of TCY's responsibilities relating to the agreement; (e)
         the monthly amounts payable for the Optional Service provided,
         determined in a manner consistent with the calculations made pursuant
         to ARTICLE 4 of this Agreement; and (f) any additional provisions that
         are not otherwise set forth in this Agreement or that are exceptions
         to the provisions set forth in this Agreement.

2.3      RECLASSIFICATION OF MANDATORY SERVICES. A Mandatory Service may be
         reclassified as an Optional Service upon notification of TCY of
         Sabre's determination that Sabre no longer bears, and is not subject
         to, the legal, contractual, and tax-related risks and obligations
         which made necessary or appropriate Sabre's provision of the
         Mandatory Services to TCY.

2.4      MANNER AND PLACE OF PERFORMANCE. Sabre has full discretion about how
         and where to render each Service as that Service is so described.
         Sabre and the TCY Companies shall afford access to their respective
         premises as necessary or reasonably appropriate to permit a Service or
         Task to be rendered.

2.5      RECIPIENTS OF SERVICES. The Services shall be rendered solely to, or
         for the direct benefit of, TCY and the TCY Companies. Neither TCY nor
         any TCY Company may assign, license, or otherwise transfer or provide,
         whether for or without consideration, any right to any Service, in
         whole or in part, to any Person other than TCY or any TCY Company;
         provided, however, that Sabre shall not be required to provide any
         Services to or for the benefit of a TCY Company unless TCY has
         Notified Sabre that TCY has acquired Control over the TCY Company and
         Sabre and TCY have negotiated in good faith, and executed, a
         supplement to this Agreement for the purpose of modifying the
         Services, and the Price pertaining to Services, with respect to such
         TCY Company.

2.6      SERVICE SUBCONTRACTS.

         (a)     Sabre may, without any consent or approval of TCY,

                 (i)      Subcontract any Service, in whole or in part, to any
                          Person, including any Affiliate of Sabre,

                 (ii)     amend any Service Subcontract, or

                 (iii)    cease to Subcontract any Service, in whole or in
                          part.

                 Sabre shall provide reasonable notice to TCY of any material
                 changes in Service Subcontracts made after the Effective Date.

         (b)     Sabre shall remain responsible for the rendering to TCY of any
                 Service that is Subcontracted, in whole or in part. Also,
                 except as described in SECTION 11.4(b), Sabre shall be solely
                 responsible for its obligations to the Subcontractor
                 (including any applicable Subcontract Termination Penalty)
                 under each Service Subcontract.

         (c)     If Sabre has subcontracted a Service to AA, and AA changes the
                 scope or nature of any Service or Task that it provides to
                 Sabre under the relevant Services Subcontract, then, following
                 reasonable notice to TCY, Sabre may make a corresponding
                 change in the scope or nature of the affected Service or Task.

                                       2

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                                                                   CONFIDENTIAL


2.7      INFORMATION REGARDING SERVICES. Each Party shall make available to the
         other Party any information required or reasonably requested by that
         other Party regarding the performance of any Service and shall be
         responsible for timely providing that information and for the accuracy
         and completeness of that information. But a Party shall not be liable
         for not providing any information that is subject to a confidentiality
         obligation owed by it to a Person other than an Affiliate of it or the
         other Party. A Party shall not be liable for any impairment of any
         Service caused by its not receiving information, either timely or at
         all, or by its receiving inaccurate or incomplete information from the
         other Party that is required or reasonably requested regarding that
         Service.

2.8      LEGAL SERVICES. The Service described in one of the Schedules as
         "legal services" consists of Sabre's making the Legal Staff available
         for engagement by TCY and the TCY Companies for their legal matters.
         The engagement, services, or withdrawal of any of the Legal Staff
         regarding a particular legal matter for TCY or any of the TCY
         Companies, as well as certain of the Prices for those legal services,
         are governed by and subject to the Legal Staff's professional or
         ethical obligations.

2.9      WARRANTY DISCLAIMER. SABRE MAKES NO REPRESENTATIONS OR WARRANTIES,
         EXPRESS OR IMPLIED, REGARDING ANY SERVICE OR TASK OTHER THAN AS STATED
         IN THIS AGREEMENT. SABRE SPECIFICALLY DISCLAIMS ALL IMPLIED
         WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE, REGARDING THE SERVICES.


                ARTICLE III. DISCONTINUANCE OF OPTIONAL SERVICES

3.1      PROCEDURE. Either Party may discontinue or terminate any Optional
         Service effective as of June 1 or December 1 of any year by providing
         six (6) months' prior Notice to the other Party (and termination of
         such Optional Service will be effective as of, but not before, the
         following December 1 or June 1, respectively and as applicable).
         Unless mutually agreed by the Parties, neither Party may discontinue
         or terminate any of the individual Tasks which comprise an Optional
         Service without terminating the entire Optional Service. A Notice of
         discontinuance may refer to more than one Optional Service. Any
         Optional Service that is the subject of a Notice of discontinuance
         shall continue to be rendered by Sabre until the effective date of
         the discontinuance, and TCY shall pay for that Optional Service
         rendered until that date. A Party may not unilaterally rescind its
         Notice of discontinuance.

3.2      IMPOSSIBLE OPTIONAL SERVICES. If either Party reasonably determines
         that the discontinuance of any Optional Service would make it
         functionally impossible to continue any other Optional Service, in
         whole or in part, that Party shall promptly Notify the other of that
         determination. Any Optional Service that so becomes functionally
         impossible to render shall be deemed discontinued effective upon the
         date of discontinuance of the Optional Service or Optional Services
         that caused that impossibility.

3.3      TRANSITION ASSISTANCE. For up to [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED] after the effective date of discontinuance of an
         Optional Service, Sabre shall comply with TCY's reasonable requests
         for assistance in TCY's engaging or training another Person or
         Persons to provide, and for records and other information relating
         to, that discontinued Optional Service. If Sabre discontinues that
         Optional Service, it shall comply with those requests at its own
         expense. If TCY discontinues that Optional Service, it shall pay for
         Sabre's compliance with those requests by:

         (a)     reimbursing Sabre all of its resulting reasonable
                 out-of-pocket expenses, and

         (b)     paying Sabre for the resulting time or activities of Sabre's
                 personnel on a time and materials basis.

         Invoicing and payment for transition assistance shall be in accordance
         with ARTICLE 6. Sabre may cease providing transition assistance,
         immediately upon Notice to TCY, if TCY has not paid the amount

                                       3

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                                                                   CONFIDENTIAL


         described in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED] after the Nonpayment Notice was given.

3.4      REINSTATEMENT OF DISCONTINUED SERVICE. Neither Party may unilaterally
         reinstate any Optional Service that has been discontinued under this
         Agreement.


                               ARTICLE IV. PRICES

4.1      BUDGETED COST ALLOCATION. The monthly prices for the Services will be
         determined as follows:

         (a)     Prior to the beginning of each calendar year occurring (in
                 whole or part) during the term of this Agreement, Sabre will
                 determine

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         (b)     For each calendar month during the term of this Agreement, the
                 monthly price for each Service shall be determined as follows:

                 (i)      The monthly Price for each Optional Service (or
                          Tasks) will be calculated as follows: (a) 1.10 times
                          (b) the Budgeted Service Costs for such category of
                          Optional Service (or Tasks), for the calendar year in
                          which the calendar month occurs, [TEXT OMITTED -
                          CONFIDENTIAL TREATMENT REQUESTED]

                 (ii)     The monthly Price for each Mandatory Service will be
                          calculated as follows: (a) the Budgeted Service Costs
                          for such category of Mandatory Service for the
                          calendar year in which the calendar month occurs,
                          [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

          (c)    Sabre will promptly notify TCY of Sabre's determination of
                 Budgeted Service Costs and the TCY Allocable Percentage, for
                 each category of Services (or Tasks), and permit TCY a
                 reasonable opportunity to discuss such determinations with
                 Sabre.

4.2      COST ALLOCATION TRUE-UP. During each calendar year of the Agreement,
         Sabre will determine, in a manner consistent with its customary
         practices, the costs allocable to TCY's use of Services. For purposes
         of the remainder of this SECTION 4.2, the costs allocable to TCY's use
         of Optional Services (other than AMR Pass-through Services) will be
         equal to [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of the
         costs determined pursuant to the preceding sentence. If either Party
         believes that, for any [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED] ending [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] or
         [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] of any calendar year,
         the costs allocable to TCY's use of Services were at least [TEXT
         OMITTED - CONFIDENTIAL TREATMENT REQUESTED] greater than or less than
         the amounts paid by TCY during such [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED], pursuant to SECTION 4.1(b) and ARTICLE VI, then
         such Party may request, within [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED] after the end of the period in question, Sabre's
         calculation of such allocable costs and a comparison with such
         amounts paid. If the calculation confirms a differential between such
         allocable costs and such amounts paid of more than [TEXT OMITTED -
         CONFIDENTIAL TREATMENT REQUESTED], then the Party that benefited from
         such over-payment or underpayment will pay the entire differential
         (not just that portion of the differential that is more than the
         [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] margin) to the
         other Party within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]
         of the completion of the calculation. In addition, in such event, if
         the differential between actual allocable costs, and amounts paid,

                                       4

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                                                                   CONFIDENTIAL


         during the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], would
         likely continue during the next [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED], then the Parties shall negotiate in good faith to adjust
         the monthly price for Services, pursuant to SECTION 4.1(b), in order
         to eliminate such differential for the next [TEXT OMITTED -
         CONFIDENTIAL TREATMENT REQUESTED].

4.3      SPECIAL PROVISIONS APPLICABLE TO LEGAL SERVICES. With respect to the
         legal services described in SCHEDULE VIII: (a) for periods beginning
         after June 30, 2000, the TCY Applicable Percentage will be calculated
         based on the assumption that the services of outside (non-Sabre)
         attorneys will not be included in the legal services described in
         SCHEDULE VIII; therefore the TCY Applicable Percentage in SCHEDULE XIV
         shall decline to 3.9% effective July 1, 2000; (b) for purposes of
         Section 4.2, the costs allocable to TCY's use of legal services
         rendered by outside (non-Sabre) attorneys will be equal to 100%,
         rather than 110%, of allocable costs, and (c) the costs allocable to
         TCY's use of legal services rendered by in-house attorneys at Sabre
         shall be established on an hourly basis, at the internal billing
         rates established by Sabre, from time to time, for those Sabre
         attorneys who provide such legal services. Sabre has provided TCY
         with a list of the internal billing rates currently in effect for
         such Sabre attorneys, and will provide TCY with a revised list within
         thirty (30) days after the effective date of any changes in the
         internal billing rates.

                          ARTICLE V. EXPENSES AND TAXES

5.1      EXPENSES. Each Party shall be solely responsible for its costs and
         expenses incurred in performing its obligations and exercising its
         rights and remedies under this Agreement, except as otherwise provided
         in this Agreement.

5.2      TAXES. The Parties shall be responsible for tax payments or
         liabilities relating to this Agreement as follows:

         (a)     Each Party shall be responsible for its income and franchise
                 taxes and for all other taxes (however described) based on its
                 own income or earnings.

         (b)     TCY shall be responsible for all sales, use, and similar taxes
                 (however described) applicable to the Services, in whole or in
                 part. This obligation includes TCY's paying the sales taxes
                 identified in Sabre's invoices submitted to TCY for the
                 Services.

                 (i)      TCY shall indemnify Sabre, in accordance with SECTION
                          11.4(c)(ii), against any taxes of this kind assessed
                          or levied against, or paid by, Sabre and any other
                          related Damages of Sabre.

                 (ii)     If Sabre receives an assessment from a taxing
                          authority covering taxes for which TCY is responsible
                          under this SECTION 5.2(b), Sabre shall Notify TCY of
                          the assessment and, at TCY's request, timely contest
                          the assessment. If payment to the taxing authority is
                          required by law as a condition to protest, TCY shall
                          timely furnish Sabre the required amount for that
                          payment.

                 (iii)    If TCY believes it has overpaid taxes to Sabre for
                          any of the Services (in whole or in part), TCY may
                          require Sabre to file a claim for a refund at TCY's
                          expense. If permitted by law, Sabre may assign any
                          right to a refund directly to TCY instead of filing a
                          refund claim. Any refund of taxes (including any
                          interest) received by Sabre under this SECTION
                          5.2(b)(iii) shall be promptly forwarded to TCY.

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                                                                   CONFIDENTIAL


                 (iv)     Before Sabre is required to pursue any action
                          requested by TCY under this SECTION 5.2(b), Sabre may
                          at any time require TCY to deliver a letter of advice
                          from outside counsel (selected by TCY) stating that
                          TCY's tax position is reasonable.

                 (v)      Except as stated in the next sentence, any Dispute
                          between the Parties regarding the application of any
                          taxes of this kind to any Service (in whole or in
                          part) shall be resolved by the Dispute Resolution
                          Procedure. Any Dispute as to the amount of tax (if
                          any) owed to a taxing authority, including a Dispute
                          between a Party and the taxing authority, need not be
                          resolved by the Dispute Resolution Procedure, but may
                          be resolved by any appropriate administrative or
                          legal procedure available to a Party or the Parties
                          under this Agreement apart from the Dispute
                          Resolution Procedure.

         (c)     Each Party shall be responsible for all real property,
                 personal property, and other taxes (however described) based
                 on its owned or leased property, whether real or personal.

         (d)     Each Party shall be responsible for all employment-related
                 taxes (however described) regarding its own employees.

         Each Party shall cooperate with any reasonable request of the other
         Party to restructure any Service, in whole or in part, or to take any
         other reasonable action to avoid or minimize any duplicate taxes that
         might be imposed; the requesting Party shall bear the expenses of the
         other Party's compliance.


                               ARTICLE VI. PAYMENT

6.1      INVOICES. Sabre shall submit to TCY monthly one or more invoices for
         the Services. Each invoice shall indicate:

         (a)     The amount charged for each Service covered by that invoice;
                 and

         (b)     if that invoice includes any credit or offset for TCY, the
                 amount and purpose of that credit or offset.

         Each invoice should also indicate the sales, use, or similar taxes
         being collected on each Service, or part of a Service, that Sabre
         believes to be so taxable. An invoice may cover more than one Service.

6.2      PAYMENT. TCY shall pay the amount of each invoice within [TEXT OMITTED
         - CONFIDENTIAL TREATMENT REQUESTED] after the date of that invoice.
         TCY shall pay the invoiced amount even if TCY disputes all or a
         portion of that amount, unless Sabre has agreed on or before the due
         date to accept a different amount.

6.3      METHOD OF PAYMENT. TCY shall pay Sabre by wire transfer of immediately
         available funds to an account or accounts designated by Sabre. All
         payments shall be made in United States currency.

6.4      INTEREST. Sabre may charge interest on any past due invoiced amount at
         the [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] from the due
         date until paid in full with accrued interest. Any payment of
         interest only is not a cure or Sabre's sole remedy for nonpayment of
         any invoiced amount that is due.

6.5      NONPAYMENT NOTICE. If Sabre does not receive the full payment of any
         invoice (and has not agreed to accept a different amount), it may give
         TCY a Nonpayment Notice. TCY shall pay the amount described in the
         Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED] after that Nonpayment Notice is given.

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                                       7

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                  ARTICLE VII. CONFIDENTIALITY AND AUDIT RIGHTS

7.1      CONFIDENTIALITY.

         (a)     OWNERSHIP; SCOPE OF OBLIGATION. As between the Parties, the
                 Confidential Information of each Party will remain its sole
                 property. Confidential Information will be used by the
                 recipient Party only for purposes of this Agreement. Each
                 Party will hold the Confidential Information of the other
                 Party in strict confidence and protect such Confidential
                 Information from disclosure using the same care it uses to
                 protect is own confidential information of like importance,
                 but not less than reasonable care. No Confidential Information
                 will be disclosed by the recipient Party without the prior
                 written consent of the other Party, except that each Party may
                 disclose this Agreement and the other Party's Confidential
                 Information to its directors, employees, attorneys, agents,
                 auditors, insurers and subcontractors who require access to
                 such information in connection with their employment or
                 engagement and who are obligated to keep such information
                 confidential in a manner no less restrictive than as set forth
                 in this SECTION 7.1. The Party employing or engaging such
                 Persons is responsible and liable for their compliance with
                 such confidentiality obligations.

         (b)     EXCEPTIONS. This Agreement does not prevent or restrict use or
                 disclosure by the recipient Party of Confidential Information
                 of the disclosing Party that (i) was in the public domain when
                 communicated to the recipient Party, (ii) enters the public
                 domain through no fault of the recipient Party, (iii) was in
                 recipient Party's possession free of any obligation of
                 confidence when communicated to the recipient Party or (iv)
                 was rightfully communicated to the recipient Party by a Third
                 Party free of any obligation of confidence to the disclosing
                 Party. If Confidential Information is required to be disclosed
                 by law or a Governmental Authority, including pursuant to a
                 subpoena or court order, such Confidential Information may be
                 disclosed, provided that the Party required to disclose the
                 Confidential Information (i) promptly notifies the disclosing
                 Party of the disclosure requirement, (ii) cooperates with the
                 disclosing Party's reasonable efforts to resist or narrow the
                 disclosure and to obtain an order or other reliable assurance
                 that confidential treatment will be accorded the disclosing
                 Party's Confidential Information, and (iii) furnishes only
                 Confidential Information that the Party is legally compelled
                 to disclose according to advice of its legal counsel. Upon
                 written request at the expiration or termination of this
                 Agreement, all documented Confidential Information (and all
                 copies thereof) owned by the requesting Party will be returned
                 to it or destroyed by the recipient Party, with written
                 certification thereof.

7.2      AUDIT RIGHTS.

         (a)     GENERAL. Auditors designated by TCY, and who agree in writing
                 to the security and confidentiality obligations and procedures
                 required by Sabre, will be provided with reasonable access to
                 locations from which Sabre provides Services to enable them to
                 audit Sabre's activities under this Agreement, including
                 verifying that Services are being provided in accordance with
                 this Agreement. The auditors must be internationally
                 recognized firms and TCY may not designate any auditor who, in
                 Sabre's reasonable opinion, is a competitor of, or affiliated
                 with a competitor of, Sabre or its Subsidiaries. TCY will be
                 responsible for compensating its auditors.

         (b)     PROCEDURES. Such audits may be conducted once a year during
                 reasonable business hours. TCY will provide Sabre with at
                 least thirty (30) days prior written notice of an audit. Sabre
                 will cooperate with the audit, will make the information
                 reasonably required to conduct the audit available on a timely
                 basis and will assist the designated employees of TCY's
                 auditors as reasonably necessary. Sabre will not be required
                 to provide access to the proprietary data of Sabre or other
                 Sabre customers. All information learned or exchanged in
                 connection with the conduct of an audit, as well as the
                 results of any audit, is Confidential Information of Sabre.

                                       8

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                                                                   CONFIDENTIAL


         (c)     RESULTS. TCY will provide Sabre copies and results of each
                 audit. The Parties will review the results of an audit, will
                 identify all relevant audit issues and will determine (i)
                 what, if any, actions will be taken in response to such audit
                 issues, and (ii) which Party will be responsible for the cost
                 of taking the actions necessary to resolve such issues.

         (d)     RECORDS RETENTION. Each Party shall create and maintain
                 accurate records regarding the Services rendered and the
                 amounts charged and paid or received under this Agreement.
                 Sabre's records shall include information regarding the
                 determination of the cost or the cost allocation for each
                 Service rendered. Each Party's records regarding:

                 (i)      the Services rendered, as of the Effective Date,
                          shall be of substantially the same kinds as that
                          Party has created and maintained regarding those
                          Services before the Effective Date; and

                 (ii)     the Services, as changed after the Effective Date in
                          accordance with this Agreement, shall be of the kinds
                          that are reasonable, and consistent with the other
                          business records created and maintained by that
                          Party, regarding services like those Services.

                 Each Party shall create and maintain those records with the
                 same degree of completeness and care as it maintains its other
                 similar business records. Each Party shall maintain those
                 records for the time or times required by applicable law or
                 regulation, except that a party shall, upon request of the
                 other Party, maintain any of those records for a longer time
                 if the requesting Party pays the additional expenses incurred
                 in complying with that request.


                       ARTICLE VIII. PARTIES' RELATIONSHIP

8.1      INDEPENDENT. The Parties are independent; each has sole authority and
         control of the manner of, and is responsible for, its performance of
         this Agreement. This Agreement does not create or evidence a
         partnership or joint venture between the Parties. Neither Party may
         create or incur any liability or obligation for or on behalf of the
         other Party, except as described in this Agreement and any other
         written agreement between the Parties. This Agreement does not
         restrict Sabre from providing or rendering any services, including
         services like the Services, to any other Person; nothing in this
         Agreement, however, gives Sabre the right to provide or render any
         services in violation of any other agreement entered into by the
         Parties.

8.2      EMPLOYEES. Except as described in SECTION 11.4(b) or SECTION 11.4(c)
         of this Agreement, for the purposes of this Agreement:

         (a)     each Party is solely responsible for its own employees or
                 agents, including the actions or omissions and the
                 compensation of those employees and agents, and

         (b)     neither Party has any authority with respect to any of the
                 other Party's employees or agents.

8.3      AUTHORITY AND ENFORCEABILITY. Each Party warrants to the other Party
         that:

         (a)     it has the requisite corporate authority to enter into and
                 perform this Agreement;

         (b)     its execution, delivery, and performance of this Agreement
                 have been duly authorized by all requisite corporate action on
                 its behalf;

         (c)     this Agreement is enforceable against it; and

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                                                                    CONFIDENTIAL


         (d)      it has obtained all consents or approvals of Governmental
                  Authorities and other Persons that are conditions to its
                  entering into this Agreement.

8.4      THIRD-PARTY CONSENTS. Each Party shall be responsible for obtaining and
         maintaining any licenses, permits, consents, or approvals of
         Governmental Authorities and other Persons necessary or appropriate for
         it to perform its obligations under this Agreement.

8.5      THIRD-PARTY-RELATED ARRANGEMENTS. The Parties also have certain
         arrangements and agreements relating to certain of the Services
         provided by an Effective Date Service Subcontract or provided directly
         by Sabre but involving an agreement with a third party. The Parties
         currently expect that the matters or issues addressed by those
         arrangements or agreements will need to continue to be addressed --
         whether in the same or in a different manner -- upon Expiration or the
         termination of this Agreement or the discontinuance of certain Optional
         Services. Hence, before and upon any of those events, each Party shall
         use its Reasonable Efforts to change, renegotiate, replace, sever, or
         assign, as the Parties mutually agree, those arrangements or agreements
         as necessary to so address those matters or issues and to equitably
         allocate to the respective Parties -- in accordance with their
         respective assets and businesses -- the benefits and the obligations of
         those arrangements or agreements upon and after the occurrence of any
         of those events.

8.6      FURTHER ASSURANCES. Each Party shall take such actions, upon request of
         the other Party and in addition to the actions specified in this
         Agreement, as may be necessary or reasonably appropriate to implement
         or give effect to this Agreement.


                                ARTICLE IX. TERM

9.1      STATED TERM. This Agreement commences on the Effective Date and will
         continue in effect until 11:59 p.m. on March 6, 2015, unless terminated
         earlier by one or both of the Parties in accordance with ARTICLE 10.

9.2      RENEWAL. The Parties may consent to successive [TEXT OMITTED -
         CONFIDENTIAL TREATMENT REQUESTED] by following this procedure: If TCY
         wishes to renew the term of this Agreement, it shall Notify Sabre of
         that intention no later than [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED] (and no more than [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED]) prior to the end of the then-current term of this
         Agreement. If Sabre wishes to concur with that renewal, it shall Notify
         TCY of that concurrence within [TEXT OMITTED - CONFIDENTIAL TREATMENT
         REQUESTED] of receipt of the Notice delivered by Sabre pursuant to the
         previous sentence. If no Notice of intent to renew or no concurrence is
         given, this Agreement will Expire when the then-current term expires.

9.3      TRANSITION ASSISTANCE. For a period of up to [TEXT OMITTED -
         CONFIDENTIAL TREATMENT REQUESTED] after Expiration, Sabre shall comply
         with TCY's reasonable requests for assistance in engaging or training
         another Person or Persons to provide, and for records and other
         information relating to, the Services rendered by Sabre immediately
         preceding that Expiration. TCY shall reimburse and pay Sabre's
         Transition Charges in accordance with invoices submitted to TCY by
         Sabre. ARTICLE 6 shall apply in this situation as though this Agreement
         had not Expired. Sabre may cease providing transition assistance,
         immediately upon Notice to TCY, if TCY has not paid the amount
         described in a Nonpayment Notice by the [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED] after the Nonpayment Notice was given. If the
         records or other information provided by Sabre are Confidential
         Information, SECTION 7.1 shall also apply as though this Agreement had
         not Expired.


                             ARTICLE X. TERMINATION


                                       10
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                                                                    CONFIDENTIAL


10.1     TERMINATION EVENTS. This Agreement may be terminated, without liability
         to the Party terminating:

         (a)      By either Party, upon [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED]' Notice to the other, at any time upon or after the
                  Parties cease to be Affiliates.

         (b)      By a Party, immediately upon Notice to the other Party, if:

                  (i)      that other Party makes a general assignment of all or
                           substantially all of its assets for the benefit of
                           its creditors;

                  (ii)     that other Party applies for, consents to, or
                           acquiesces in the appointment of a receiver, trustee,
                           custodian, or liquidator for its business or all or
                           substantially all of its assets;

                  (iii)    that other Party files, or consents to or acquiesces
                           in, a petition seeking relief or reorganization under
                           any bankruptcy or insolvency laws; or

                  (iv)     a petition seeking relief or reorganization under any
                           bankruptcy or insolvency laws is filed against that
                           other Party and is not dismissed within [TEXT
                           OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after it
                           was filed.

         (c)      By a Party, immediately upon Notice to the other Party, if
                  that other Party's material breach of this Agreement continues
                  uncured or uncorrected for [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] after both the nature of that breach and
                  the necessary cure or correction has been agreed upon by the
                  Parties or otherwise determined by the Dispute Resolution
                  Procedure. But if:

                  (i)      the Parties agree or it is determined by the Dispute
                           Resolution Procedure that the material breach is not
                           capable of being cured or corrected, the termination
                           shall be effective immediately upon Notice, without
                           any cure period; or

                  (ii)     the breaching Party (A) reasonably requires longer
                           than [TEXT OMITTED - CONFIDENTIAL TREATMENT
                           REQUESTED] to cure or correct -- such as when the
                           applicable Service Subcontract permits the
                           Subcontractor longer than [TEXT OMITTED -
                           CONFIDENTIAL TREATMENT REQUESTED] to cure or correct
                           -- and (B) Notifies the non-breaching Party of the
                           circumstances, then the cure period shall be extended
                           for the reasonable time so required, so long as
                           during that time the breaching Party diligently acts
                           to effect that cure or correction; provided, however,
                           that in no event shall this SECTION 10.1(c)(ii) apply
                           to TCY's obligation to make payments to Sabre under
                           this Agreement.

                  A non-breaching Party's exercise of the remedy described in
                  this SECTION 10.1(c) shall be conditioned upon its giving a
                  Breach Notice to the other Party.

         (d)      By Sabre, immediately upon Notice to TCY, if TCY has not paid
                  the amount described in a Nonpayment Notice by the [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after that
                  Nonpayment Notice was given.

         A Party may not terminate this Agreement if the event or circumstance
         described above in this SECTION 10.1, upon which that Party would rely
         in so terminating, was caused by that Party's breach of this Agreement.

10.2     NONEXCLUSIVE. The termination rights under SECTIONS 10.1(c) and 10.1(d)
         are not exclusive of any other right or remedy of a non-breaching Party
         granted in this Agreement.


                                       11
<PAGE>
                                                                    CONFIDENTIAL


10.3     CONSEQUENCES OF TERMINATION.  Upon termination of this Agreement:

         (a)      Under SECTION 10.1(a) or by TCY under SECTION 10.1(c):

                  (i)      During the Transition Period Sabre shall continue to
                           render, and TCY shall pay for, each Service
                           reasonably requested by TCY until terminated by
                           either Party in accordance with SECTIONS 10.3(a)(ii)
                           and 10.3(a)(iii). Except as stated in SECTION
                           10.3(a)(ii), the terms of this Agreement shall
                           continue to apply during the Transition Period as
                           though no termination of this Agreement had occurred.

                  (ii)     The Price for each Service during the Transition
                           Period shall be the same as in effect immediately
                           preceding the Termination Date. During the Transition
                           Period, any Service (including a Mandatory Service),
                           but not any one or more of the Tasks separately, may
                           be terminated by (A) TCY, for any reason, by [TEXT
                           OMITTED - CONFIDENTIAL TREATMENT REQUESTED] Notice to
                           Sabre, or (B) Sabre, if TCY has not paid the amount
                           described in a Nonpayment Notice by [TEXT OMITTED -
                           CONFIDENTIAL TREATMENT REQUESTED] after the
                           Nonpayment Notice was given. Any Service that is the
                           subject of a Notice of termination shall continue to
                           be rendered by Sabre until the effective date of that
                           termination, and TCY shall pay for that Service
                           rendered through that date. Neither Party may
                           unilaterally rescind a Notice of termination.

                  (iii)    If either Party reasonably determines that the
                           termination of any Service during the Transition
                           Period would make it functionally impossible to
                           continue any other Service during the Transition
                           Period, that Party shall promptly Notify the other
                           Party of that determination; any Service that so
                           becomes functionally impossible to render shall be
                           deemed terminated effective upon the date of
                           termination of the Service that caused that
                           impossibility. Neither Party may unilaterally
                           reinstate any Service that has been terminated as of
                           the Termination Date or during the Transition Period.

         (b)      Under SECTION 10.1(b), during the Transition Period Sabre
                  shall comply with TCY's reasonable requests for assistance in
                  TCY's engaging or training another Person or Persons to
                  provide, and for records and other information relating to,
                  each Service in effect immediately preceding the Termination
                  Date. If Sabre terminates this Agreement, Sabre shall comply
                  with those requests at its own expense. If TCY terminates this
                  Agreement, TCY shall reimburse and pay Sabre's Transition
                  Charges in accordance with invoices submitted to TCY by Sabre.
                  ARTICLE 6 shall apply in this situation as though this
                  Agreement had not been terminated. When TCY is obligated to
                  reimburse and pay Sabre's Transition Charges, Sabre may cease
                  providing transition assistance, immediately upon Notice to
                  TCY, if TCY has not paid the amount described in a Nonpayment
                  Notice by the [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED] after the Nonpayment Notice was given. If the
                  records or other information provided by Sabre are
                  Confidential Information, SECTION 7.1 shall also apply as
                  though this Agreement had not been terminated.

         (c)      Under SECTION 10.1(d) or by Sabre under SECTION 10.1(c), then
                  Sabre shall have no obligation to provide any continued
                  Services or transition assistance as described above in this
                  SECTION 10.3.


                       ARTICLE XI. LIABILITY AND REMEDIES

11.1     WARRANTIES. Each Party's warranties in this Agreement are made solely
         to and for the benefit of the other Party and, to the extent described
         in this Agreement, the TCY Companies. No Person other than a Party


                                       12
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                                                                    CONFIDENTIAL


         may make a claim based on the other Party's warranties under this
         Agreement; any claim by a TCY Company shall be made by TCY.

11.2     NONCONFORMING SERVICES. TCY shall promptly Notify Sabre of any
         Deficiency in any Service or Task, whether rendered by Sabre or a
         Subcontractor. To the extent Sabre agrees, or it is otherwise
         determined by the Dispute Resolution Procedure, that a Service or Task
         was or is a Nonconforming Service, Sabre shall use its Reasonable
         Efforts promptly to cure or correct, or cause its Subcontractor to cure
         or correct, the Deficiency to the extent it may then be cured or
         corrected.

         (a)      If the Deficiency was, or was the result of, Sabre's
                  negligence, Sabre shall not be responsible or liable for any
                  resulting Damages of TCY; provided, however, that if Sabre
                  performs on its own behalf a service that is substantially
                  similar to Service or Task which is the subject of the
                  Deficiency, and Sabre has not been negligent in performing
                  such substantially similar service on its own behalf, then
                  subject to SECTION 11.3 below, Sabre shall be responsible or
                  liable for TCY's resulting damages in an amount up to:

                  (i)      if Sabre's liability is determined (by the Parties'
                           agreement or the Dispute Resolution Procedure) after
                           the calendar year in which the Deficiency occurred,
                           [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

                  (ii)     if Sabre's liability is determined during the
                           calendar year in which the Deficiency occurred, the
                           greater of [TEXT OMITTED - CONFIDENTIAL TREATMENT
                           REQUESTED]

         [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         (b)      If the Deficiency was, or was the result of, Sabre's or a
                  Subcontractor's gross negligence (including recklessness) or
                  willful misconduct, or a Subcontractor's negligence, then,
                  subject to SECTION 11.2(c) and SECTION 11.3 below, Sabre shall
                  be responsible or liable for TCY's resulting Damages in an
                  amount up to:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         (c)      If the Deficiency was, or was the result of, a Subcontractor's
                  negligence, gross negligence (including recklessness) or
                  willful misconduct, then the additional limitations of this
                  SECTION 11.2(c) shall apply. In such event, Sabre's
                  responsibility or liability to TCY for Damages resulting from
                  such Deficiency shall not exceed [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] In lieu of seeking to recover damages
                  from the relevant Subcontractor, Sabre has the right, but not
                  the obligation, to assign to TCY Sabre's right to recover such
                  damages from such Subcontractor.

11.3     [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

11.4     INDEMNITIES FOR CERTAIN BREACHES AND OTHER MATTERS. The following shall
         apply to any breach of, and certain other Damages relating to, this
         Agreement, other than a Deficiency for which Sabre has no liability for
         Damages under SECTION 11.2(a) or a nonpayment by TCY of any amount
         relating to an invoice:

         (a)      Subject to the limits on liability described in SECTION
                  11.2(b) AND (c), if that Section is applicable, each Party
                  shall indemnify the other Party against all Damages of the
                  Indemnified Party, or any of its Indemnified Agents, resulting
                  from or relating to:


                                       13
<PAGE>
                                                                    CONFIDENTIAL


                  (i)      any breach of this Agreement, including a breach of
                           any warranty in this Agreement, by the Indemnifying
                           Party;

                  (ii)     any Proceedings relating to a breach of this
                           Agreement by the Indemnifying Party; and

                  (iii)    the actions or omissions of the Indemnifying Party's
                           employees or agents under or in connection with this
                           Agreement, except as described in SECTIONS 11.4(b)
                           and 11.4(c).

         (b)      TCY shall also indemnify Sabre against all Damages of Sabre or
                  any of its Indemnified Agents, including any Subcontract
                  Termination Penalty, under or relating to any Service
                  Subcontract resulting from:

                  (i)      any violation by TCY of any obligation imposed on it
                           under that Service Subcontract;

                  (ii)     the actions or omissions of TCY's employees or agents
                           under or in connection with that Service Subcontract;

                  (iii)    TCY's discontinuance of any Optional Service that
                           Sabre renders, in whole or in part, by that Service
                           Subcontract, even if permitted by ARTICLE 3;

                  (iv)     TCY's performing itself or obtaining from any Person
                           other than Sabre or its Subcontractor any service or
                           services to supplement or substitute for any Optional
                           Service that Sabre renders, in whole or in part, by
                           that Service Subcontract;

                  (v)      the actions, omissions or claims of any client or
                           customer of TCY or any Person to whom TCY provides
                           goods or services; or

                  (vi)     the termination of this Agreement other than a
                           termination by TCY under SECTIONS 10.1(a), 10.1(b) or
                           10.1(c).

         (c)      TCY shall also indemnify Sabre against all Damages of Sabre or
                  any of its Indemnified Agents resulting from or relating to:

                  (i)      the actions or omissions of any of the Legal Staff
                           that are directed by TCY or any TCY Company within
                           the scope of that lawyer's or paralegal's engagement
                           for any legal matter of TCY or any TCY Company; or

                  (ii)     any sales, use, or similar taxes (however described)
                           applicable to any of the Services, in whole or in
                           part, that are assessed or levied against or paid by
                           Sabre.

         (d)      The indemnification obligations in SECTIONS 11.4(a), 11.4(b),
                  and 11.4(c) shall be extinguished to the extent that the
                  Damages of the other Party, or any of its Indemnified Agents
                  for whom or which the other Party is seeking indemnification,
                  were caused by the gross negligence (including recklessness)
                  or willful misconduct of the Person for whom or which
                  indemnification is sought. THE ORDINARY NEGLIGENCE OF A PERSON
                  OR THE JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF PERSONS
                  SHALL NOT PRECLUDE THAT PERSON OR ANY OF THOSE PERSONS FROM
                  RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER THIS
                  AGREEMENT.

         (e)      If an Indemnification Claim is not based on a Third-Party
                  Claim, the Indemnified Party shall give an Indemnification
                  Claim Notice promptly after the event constituting the basis
                  for the Indemnification Claim; its failure to do so, however,
                  shall relieve the Indemnifying Party of its indemnification
                  obligations only to the extent the Indemnifying Party is
                  actually prejudiced by that


                                       14
<PAGE>
                                                                    CONFIDENTIAL


                  failure. If the Indemnified Party gives an Indemnification
                  Claim Notice regarding an Indemnification Claim not based on a
                  Third-Party Claim, the Indemnifying Party shall Notify the
                  Indemnified Party within the Indemnification Response Period
                  whether the Indemnifying Party disputes all or any portion of
                  the Indemnification Claim. If the Indemnifying Party does not
                  give that dispute Notice or agrees to accept liability for all
                  or a portion of the Indemnification Claim, the Indemnification
                  Claim, or the agreed portion of that Indemnification Claim,
                  shall be the Indemnifying Party's liability. Otherwise, the
                  Indemnification Claim shall be deemed a Dispute to be resolved
                  by the Dispute Resolution Procedure.

         (f)      If an Indemnification Claim is based on a Third-Party Claim:

                  (i)      The Indemnified Party shall give an Indemnification
                           Claim Notice promptly after it receives the
                           Third-Party Claim. The failure of an Indemnified
                           Party to timely give an Indemnification Claim Notice
                           shall relieve the Indemnifying Party of its
                           indemnification obligations only to the extent the
                           Indemnifying Party is actually prejudiced by that
                           failure.

                  (ii)     The Indemnifying Party shall be entitled to defend
                           the Third-Party Claim, with its chosen counsel and at
                           its own expense, if (A) the Third-Party Claim seeks
                           only monetary relief, and not an injunction or other
                           equitable relief, against the Indemnified Party, and
                           (B) the Indemnifying Party elects to assume, and
                           diligently conducts, that defense. The Indemnifying
                           Party's election to defend shall be given by Notice
                           to the Indemnified Party within the Indemnification
                           Response Period. If the Indemnifying Party conducts
                           the defense, the Indemnified Party may participate in
                           that defense with its own counsel and at its own
                           expense.

                  (iii)    If the Indemnifying Party does not elect to defend
                           the Third-Party Claim by Notice within the
                           Indemnification Response Period, or if the
                           Indemnifying Party does not diligently conduct the
                           defense, the Indemnified Party shall be entitled,
                           upon further Notice to the Indemnifying Party, to
                           defend the Third-Party Claim on behalf of, and for
                           the account and risk of, the Indemnifying Party (if
                           it is determined that the Indemnifying Party has an
                           indemnification obligation regarding that
                           Indemnification Claim). In this circumstance, the
                           Indemnifying Party may participate in the defense
                           with its own counsel and at its own expense.

                  (iv)     If there is a conflict of interest that makes it
                           inappropriate for the same counsel to represent the
                           Indemnifying Party and the Indemnified Party in
                           defending the Third-Party Claim, the Indemnifying
                           Party shall pay for separate counsel for the
                           Indemnified Party.

                  (v)      The Indemnifying Party defending a Third-Party Claim
                           may compromise, settle, or resolve that Third-Party
                           Claim without the Indemnified Party's consent if the
                           compromise, settlement, or resolution involves only
                           the payment of money by the Indemnifying Party
                           (whether on its own behalf or behalf of the
                           Indemnified Party) and the third-party claimant
                           provides the Indemnified Party a release from all
                           liability regarding the Third-Party Claim. Otherwise,
                           the Indemnifying Party may not compromise, settle, or
                           resolve the Third-Party Claim without the Indemnified
                           Party's Reasonable Consent.

                  (vi)     The Indemnifying Party and the Indemnified Party
                           shall cooperate with all reasonable requests of the
                           other in defending any Third-Party Claim.

11.5     TIME FOR CLAIMS. TCY may make a claim against Sabre for the cure or
         correction of any Deficiency only within [TEXT OMITTED - CONFIDENTIAL
         TREATMENT REQUESTED] after the Deficiency


                                       15
<PAGE>
                                                                    CONFIDENTIAL


         occurred; any Deficiency shall be deemed to have occurred when the
         particular Nonconforming Service was rendered. A Party may make an
         Indemnification Claim

         (a)      not based on a Third-Party Claim, only within [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] after the breach or other
                  event constituting the basis for that Indemnification Claim
                  occurred, even if not discovered until after that [TEXT
                  OMITTED - CONFIDENTIAL TREATMENT REQUESTED], or

         (b)      based on a Third-Party Claim, at any time.

11.6     EQUITABLE RELIEF. To the extent that monetary relief is not a
         sufficient remedy for any breach of this Agreement, or upon any breach
         or impending breach of SECTION 7.1, the non-breaching Party shall be
         entitled to injunctive relief as a remedy for that breach or impending
         breach by the other Party, in addition to any other remedies granted to
         the non-breaching Party in this Agreement.

11.7     EXCLUSIVE REMEDIES. Except for the termination right stated in ARTICLE
         10 and the relief described in SECTIONS 5.2(b) and 12.8(d) and in the
         Dispute Resolution Procedure, the remedies described in this ARTICLE 11
         are the exclusive rights and remedies of a Party regarding any breach
         of this Agreement or any matter that may be the subject of an
         Indemnification Claim.

11.8     WAIVER OF REMEDIES. No forbearance, delay, or indulgence by either
         Party in enforcing this Agreement -- within the applicable time limits
         stated in this Agreement -- shall prejudice the rights or remedies of
         that Party. No waiver of a Party's rights or remedies regarding a
         particular breach of this Agreement constitutes a waiver of those
         rights or remedies, or any other rights or remedies, regarding any
         other or any subsequent breach of this Agreement.

11.9     CUMULATIVE REMEDIES. A Party's election to pursue a right or remedy
         granted in this Agreement upon the other Party's breach of this
         Agreement shall not preclude the non-breaching Party from pursuing
         other rights or remedies granted to that Party in this Agreement that
         are applicable to that breach under this Agreement.


                           ARTICLE XII. MISCELLANEOUS

12.1     ENTIRE AGREEMENT; SURVIVAL. This Agreement (including the Definitional
         Appendix, Exhibits and Schedules attached hereto, each of which is
         incorporated into this Agreement by this reference) constitutes the
         full and complete statement of the agreement of the Parties with
         respect to the subject matter hereof and supersedes any previous
         agreements, understandings or communications, whether written or oral,
         relating to such subject matter. Any provision of this Agreement which
         contemplates performance or observance subsequent to any termination or
         expiration of this Agreement will survive any termination or expiration
         of this Agreement and continue in full force and effect. Such
         provisions will include ARTICLES 7 and 11 and payments that remain due
         and payable under this Agreement.

12.2     AMENDMENTS; WAIVER. Changes or modifications to this Agreement may not
         be made orally, but only by a written amendment or revision signed by
         both Parties. Any terms and conditions varying from this Agreement on
         any order, invoice or other notification from either Party are not
         binding on the other unless specifically accepted in writing by the
         other. Unless otherwise expressly provided in this Agreement, a delay
         or omission by either Party to exercise any right or power under this
         Agreement will not be construed to be a waiver thereof. No waiver of
         any breach of any provision of this Agreement will constitute a waiver
         of any prior, concurrent or subsequent breach of the same or any other
         provision hereof.


                                       16
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                                                                    CONFIDENTIAL


12.3     BINDING NATURE; ASSIGNMENT. This Agreement will be binding on the
         Parties and their successors and permitted assigns (it being understood
         and agreed that nothing contained in this Agreement is intended to
         confer upon any other Person any rights, benefits or remedies of any
         kind or character whatsoever under or by reason of this Agreement).
         Neither Party may, nor will it have the power to, assign this
         Agreement, or any part hereof, without the prior written consent of the
         other, provided, that Sabre may assign its rights and delegate its
         duties and obligations without the prior written consent of TCY to any
         Subsidiary or Affiliate of Sabre as necessary in order for such
         Subsidiary or Affiliate to provide all or part of the Services. The
         Parties acknowledge that either Party might become a party to one or
         more transactions in the form of a merger, consolidation,
         reorganization, stock sale or exchange, sale of any substantial portion
         of such Party's assets or similar transaction. Any such transaction
         involving a Party (and whether or not it is the surviving entity) will
         be deemed to be an assignment of this Agreement by that Party requiring
         the consent of the other Party if: (a) in the case of Sabre being
         involved in such a transaction, the transaction materially and
         adversely affects Sabre's ability to continue to perform the Services
         in accordance with this Agreement; or (b) in the case of TCY being
         involved in such a transaction, the transaction (i) causes a material
         increase in Sabre's costs to provide Services, or (ii) impairs TCY's
         ability to meet its financial obligations hereunder.

12.4     THIRD PARTY BENEFICIARIES. Except as provided in this Agreement, this
         Agreement is entered into solely between, and may be enforced only by,
         Sabre and TCY, and this Agreement will not be deemed to create any
         rights in third parties, including suppliers and customers of a Party,
         or to create any obligations of a Party to any such third parties.

12.5     DISPUTE RESOLUTION. All Disputes arising out of the transactions
         contemplated by this Agreement will be resolved in accordance with the
         Dispute Resolution Procedure set forth in EXHIBIT A.

12.6     APPROVALS AND SIMILAR ACTIONS. Except as otherwise expressly provided
         in this Agreement, where agreement, approval, acceptance, consent or
         similar action is required of either Party by any provision of this
         Agreement, such action will not be unreasonably withheld or delayed. An
         approval or consent given by a Party under this Agreement will not
         relieve the other Party from responsibility for complying with the
         requirements of this Agreement, nor will it be construed as a waiver of
         any rights under this Agreement, except as and to the extent otherwise
         expressly provided in such approval or consent.

12.7     NOTICES. All notices under this Agreement will be in writing and will
         be deemed to have been duly given if delivered personally or by a
         nationally recognized courier service, faxed, electronically mailed or
         mailed by registered or certified mail, return receipt requested,
         postage prepaid, to the Parties at the addresses set forth in EXHIBIT
         B. All notices under this Agreement that are addressed as provided in
         this SECTION 12.7, (a) if delivered personally or by a nationally
         recognized courier service, will be deemed given upon delivery, (b) if
         delivered by facsimile or electronic mail, will be deemed given when
         confirmed and (c) if delivered by mail in the manner described above,
         will be deemed given on the fifth (5th) Business Day after the day it
         is deposited in a regular depository of the United States mail. Either
         Party from time to time may change its address or designee for
         notification purposes by giving the other Party notice of the new
         address or designee and the date upon which such change will become
         effective.

12.8     FORCE MAJEURE.

         (a)      NO BREACH OR LIABILITY. No delay or failure of a Party to
                  perform any of its obligations, other than payment
                  obligations, under this Agreement due to causes beyond its
                  reasonable control shall constitute a breach of this Agreement
                  or render that Party liable for that delay or failure. Causes
                  beyond a Party's reasonable control include:

                  (i)      events or circumstances that the Party, using its
                           Reasonable Efforts, is unable to prevent or overcome;


                                       17
<PAGE>
                                                                    CONFIDENTIAL


                  (ii)     as to Sabre, causes also beyond the reasonable
                           control of the Person to whom or which Sabre has
                           Subcontracted the affected Service or Task in
                           accordance with this Agreement; and

                  (iii)    labor disputes, strikes, or other similar
                           disturbances; acts of God; utilities or
                           communications failures; acts of the public enemy;
                           and riots, insurrections, sabotage, or vandalism.

         (b)      NOTICE OF EXCUSABLE DELAY OR FAILURE. If a Party anticipates
                  any excusable delay or failure under SECTION 12.8(a), it shall
                  promptly Notify the other Party of the anticipated delay or
                  failure, the anticipated effect of that delay or failure, and
                  any actions that are being or are to be taken to alleviate or
                  overcome the cause of the delay or failure.

         (c)      EFFORTS TO OVERCOME. If a Party is claiming an excusable delay
                  or failure under SECTION 12.8, it shall use its Reasonable
                  Efforts to alleviate or overcome the cause of the delay or
                  failure as soon as practicable.

         (d)      EXTENDED DELAY OR FAILURE. If an excusable delay or failure
                  continues for more than [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED], the Party entitled to the benefit of the affected
                  obligation may perform itself or obtain from any other Person
                  the obligation to which that Party is entitled (and that Party
                  shall Notify the other Party of this election).

12.9     CONSTRUCTION RULES. If any provision of this Agreement is held to be
         invalid, illegal or unenforceable, the validity, legality and
         enforceability of the remaining provisions will not in any way be
         affected or impaired, and such provision will be deemed to be restated
         to reflect the original intentions of the Parties as nearly as possible
         in accordance with applicable law. The Parties agree that this
         Agreement is an executory contract as contemplated by 11 U.S.C. Section
         365. In performing its obligations under this Agreement, neither Party
         will be required to undertake any activity that would conflict with the
         requirements of any applicable law, rule, regulation, interpretation,
         judgment, order or injunction of any governmental authority. This
         Agreement may be executed in multiple counterparts, each of which will
         be deemed an original and all of which taken together will constitute
         one instrument. The Parties acknowledge and agree that each has been
         represented by legal counsel of its choice throughout the negotiation
         and drafting of this Agreement, that each has participated in the
         drafting hereof and that this Agreement will not be construed in favor
         of or against either Party solely on the basis of a Party's drafting or
         participation in the drafting of any portion of this Agreement.

12.10    FURTHER ASSURANCES. The Parties will execute and deliver such other
         instruments and documents, and take such other actions, as either Party
         reasonably requests to evidence or effect the transactions contemplated
         by this Agreement.

12.11    GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the substantive laws of the State of Texas, without
         giving effect to any choice-of-law rules that may require the
         application of the laws of another jurisdiction.
                                      * * *


                                       18
<PAGE>


                                                                    CONFIDENTIAL


IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement
as of the Effective Date.


TRAVELOCITY.COM LP                                SABRE INC.

By:      TRAVELOCITY  HOLDINGS, INC.,
         Its general partner                      By: /s/ Jeffrey M. Jackson
                                                     ---------------------------
                                                  Title: Sr. V.P. and CFO
By: /s/ Andrew B. Steinberg                             ------------------------
   -----------------------------------            Date: March 7, 2000
Title: Sr. Vice President, General                     -------------------------
       Counsel and Corporate Secretary
      --------------------------------
Date: March 7, 2000
     ---------------------------------

                                       19

<PAGE>


                                                                   CONFIDENTIAL


                  DEFINITIONAL APPENDIX TO AMENDED AND RESTATED
                        ADMINISTRATIVE SERVICES AGREEMENT


A.       DEFINED TERMS.  In the Agreement, the following terms have the
corresponding meanings:

"AFFILIATE": A Person that directly or indirectly through one or more
intermediaries Controls, is Controlled by, or is under common Control with
another Person.

"AGREEMENT": The Amended and Restated Administrative Services Agreement between
Sabre and TCY (including the Definitional Appendix, the Dispute Resolution
Appendix, and the Schedules), as may be amended or supplemented from time to
time in accordance with its terms.

"AA":  means American Airlines, Inc., a Delaware corporation.

"AA PASS-THROUGH SERVICE" has the meaning given in SECTION 4.1(b)(i).

"ARBITRATION RULES": The Rules for Commercial Arbitration of the American
Arbitration Association in effect at the time of an arbitration in accordance
with the Dispute Resolution Procedure.

"BREACH NOTICE": A Party's Notice to the other Party alleging a breach of the
Agreement (other than TCY's nonpayment of any amount related to an invoice) by
the other Party, which describes the alleged breach, to the extent known by the
notifying Party, and any particular cure or correction requested by the
notifying Party.

"BUDGETED SERVICE COSTS" has the meaning given in SECTION 4.1(a)(i).

"BUSINESS DAY": Any Monday through Friday, excluding any such day on which
banks are authorized to be closed in Texas.

"CONFIDENTIAL INFORMATION": All information identified by a Party as
confidential to which the other Party has access in connection with the
Services, whether before or after the Effective Date, and the Administrative
Services Agreement and the Parties' rights and obligations thereunder.

"CONTROL": The right to exercise, directly or indirectly, more than 50% of the
voting power attributable to the equity interests in an entity. ("Controlling"
and "Controlled" have correlative meanings.)

"CONSENT": The prior written consent of a Party (in any capacity) in its sole
discretion.

"DAMAGES": Losses, claims, obligations, demands, assessments, fines and
penalties (whether civil or criminal), liabilities, expenses and costs
(including reasonable fees and disbursements of legal counsel and accountants),
bodily and other personal injuries, damage to tangible property, and other
damages, of any kind or nature, actually suffered or incurred by a Person.
"Damages":

         1.  consists only of actual damages;

         2. excludes any lost profits, lost income, or lost savings and any
         punitive, exemplary, consequential, indirect, special, or incidental
         damages (however described), even if the possibility of those losses
         or damages was known; and

         3. includes (except as may be reduced in accordance with the next
         sentence) all fines, penalties, and interest paid or payable to any
         Governmental Authority.

         If TCY has Damages, for which Sabre is liable, consisting of fines,
penalties, and interest paid or payable to a Governmental Authority
corresponding to any tax not timely paid, then those "Damages" shall be reduced
by an amount equal to interest, [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED], accrued on that


                                       1
<PAGE>
                                                                   CONFIDENTIAL


tax from the due date until that tax is paid; for the avoidance of doubt, in
this situation "Damages" shall not include any tax for which TCY would
otherwise be liable to the Governmental Authority. Also for the avoidance of
doubt, the "Damages" of a Person shall include any lost profits, lost income,
or lost savings and any punitive, exemplary, consequential, indirect, special,
or incidental damages (however described) awarded against that Person in favor
of another Person asserting a Third-Party Claim against that Person.
Notwithstanding anything to the contrary contained herein, "Damages" expressly
includes all payments required to be made by TCY, and all claims of Sabre for
payments required to be made by TCY, under this Agreement.

"DEFICIENCY": Sabre's failure, in rendering a Service or Task, to satisfy any
contractual requirements for performance established under the Agreement.
("Deficient" has the correlative meaning.)

"DEFINITIONAL APPENDIX": This Definitional Appendix to Administrative Services
Agreement, containing definitions and interpretive matters for, as an integral
part of, the Agreement.

"DISPUTE": Any dispute, disagreement, claim, or controversy arising in
connection with or relating to the Agreement, or the validity, interpretation,
performance, breach, or termination of the Agreement, including any claim of
breach of representation or warranty or of nonperformance and any claim
regarding bodily or other personal injury or damage to tangible property.

"DISPUTE RESOLUTION APPENDIX": The Dispute Resolution Appendix to, containing
the Dispute Resolution Procedure for, as an integral part of, the Agreement.

"DISPUTE RESOLUTION PROCEDURE": The procedure or process by which a Dispute
shall be resolved (except as otherwise stated in the Agreement) as described in
the Dispute Resolution Appendix.

"EFFECTIVE DATE": March 7, 2000, the date on which the Agreement becomes
effective.

"EXPIRATION": The expiration of the term of the Agreement as stated in, and as
may be renewed under, Article 2, without regard to any period of transition
assistance. For the avoidance of doubt, "Expiration" does not include a
termination of the Agreement under SECTION 10.1. ("Expire" and "Expired" have
correlative meanings.)

"GOVERNMENTAL AUTHORITY": Any federal, state, local, or foreign government or
governmental, quasi-governmental, administrative, or regulatory authority,
agency, body, or entity, including any court or other tribunal.

"INDEMNIFICATION CLAIM": A claim or demand of a Party, on its behalf or on
behalf of one or more of its Indemnified Agents, for indemnification under
SECTION 11.4.

"INDEMNIFICATION CLAIM NOTICE": A Notice from the Indemnified Party describing
an Indemnification Claim and the amount or the estimated amount of that
Indemnification Claim to the extent then feasible (though that estimate shall
not be determinative of the final amount of that Indemnification Claim).

"INDEMNIFICATION RESPONSE PERIOD": The [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] after an Indemnification Claim Notice is given during which the
Indemnifying Party may investigate and determine its responsibility or
liability for an Indemnification Claim and, if relating to a Third-Party
Claim, Notify the Indemnified Party of the Indemnifying Party's election to
defend that Third-Party Claim.

"INDEMNIFIED AGENTS": Collectively, the officers, directors, employees, and
agents of a Party and, as to TCY, the TCY Companies and their respective
officers, directors, employees, and agents.

"INDEMNIFIED PARTY": A Party entitled to or seeking indemnification, on its own
behalf or on behalf of one or more of its Indemnified Agents, under SECTION
11.4.

"INDEMNIFYING PARTY": A Party that has or is alleged to have an obligation to
indemnify the other Party in response to an Indemnification Claim.


                                       2
<PAGE>
                                                                   CONFIDENTIAL


"INFORMATION TECHNOLOGY SERVICES AGREEMENT": The Amended and Restated
Information Technology Services Agreement between Sabre and TCY dated March 7,
2000, as may be amended or supplemented from time to time in accordance with
its terms.

"LEGAL STAFF":  Legal personnel that Sabre employs or otherwise engages.

"MANDATORY SERVICE": A Service that shall be rendered and paid for, and may not
be unilaterally discontinued under by TCY during the effectiveness of the
Agreement.

"NONCONFORMING SERVICE": A Service or Task that, as agreed by the Parties or
otherwise determined by the Dispute Resolution Procedure, was or is Deficient.

"NONPAYMENT NOTICE": A Notice from Sabre to TCY that describes an amount
related to an invoice to TCY that Sabre has not received when due, which shall:

         1. constitute a demand for payment of the described amount; and

         2. state that either termination of the Agreement or cessation of
         transition assistance, whichever is applicable, by Sabre may result if
         the described amount is not paid by the tenth Business Day after that
         Notice is given.

"NOTICE": A written communication complying with SECTION 12.7. ("Notify" has
the correlative meaning.)

"OPTIONAL SERVICE": A Service that may be unilaterally discontinued by either
Party in accordance with the Agreement.

"PARTIES":  Collectively, Sabre and TCY. ("Party" means either Sabre or TCY.)

"PERSON": An individual; a corporation, partnership, trust, association, or
entity of any kind or nature; or a Governmental Authority.

"PRICE": The amount or rate, in either case whether fixed or variable and
however measured, charged to TCY for a Service, as agreed by the Parties.

"PROCEEDINGS": Any action, suit, claim, investigation, demand, audit, or other
proceedings by or before any Governmental Authority or any arbitration
proceedings.

"REASONABLE CONSENT": The prior written consent of a Party (in any capacity),
which may not be unreasonably withheld or delayed.

"REASONABLE EFFORTS": The efforts of a Party that are commercially reasonable
under the circumstances, which do not require a Party to institute or prosecute
any Proceedings or to pay any Person other than that Party's representatives or
agents, including (only as to Sabre) Subcontractors.

"REPRESENTATIVES": Collectively, Sabre's Representative and TCY's
Representative.

"SABRE": Sabre, Inc., a Delaware corporation.

"SABRE'S REPRESENTATIVE": The individual agent or representative designated by
Sabre to be Sabre's formal liaison with or representative to TCY for matters
relating to the Agreement, having the (non-exclusive) authority and
responsibility described in the Agreement.

"SABRE'S TRANSITION CHARGES": The sum of the following, incurred in or
resulting from Sabre's compliance with requests for transition assistance for
up to [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after Expiration or
during the Transition Period (as the case may be):

                                       3
<PAGE>
                                                                   CONFIDENTIAL


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

"SCHEDULE": A Schedule to the Agreement that describes a Service, and the
location or locations at which that Service is to be rendered if not at Sabre's
offices or Subcontracted.

"SERVICE": An individual management service, to be rendered by Sabre under the
Agreement, that is described as a "Service" in a Schedule. A Service may also
be described in a Schedule by all or a portion of its constituent Tasks.

"SERVICE SUBCONTRACT": An agreement or arrangement, oral or written, under
which a Subcontractor is to render or perform any Service or Task on Sabre's
behalf or in Sabre's stead.

"SUBCONTRACT": Sabre's entering into a Service Subcontract. ("Subcontracted"
and "Subcontracting" have correlative meanings.)

"SUBCONTRACT TERMINATION PENALTY": An obligation described in, as part of the
terms of, a Service Subcontract to pay the Subcontractor a charge, fine,
penalty, or other amount upon the termination or partial termination of that
Service Subcontract, including any return to the Subcontractor of any equipment
or goods held under that Service Subcontract.

"SUBCONTRACTOR": A Person, other than an employee of Sabre, who or which enters
into a Service Subcontract with Sabre.

"SUBSIDIARY": As to any Person, any other Person of which more than fifty
percent (50%) (in number of votes) of the issued and outstanding securities
having ordinary voting power for the election of at least a majority of the
directors is owned or controlled, directly or indirectly, by that Person.

"TASK": Any one of the group of processes, procedures, or services that is
described in a Schedule as constituting, or included in, a Service.

"TCY ALLOCABLE PERCENTAGE" has the meaning given in Section 4.1(a)(ii).

"TERMINATION DATE": The date on which the Agreement is terminated in accordance
with SECTION 10.1, without regard to any Transition Period.

"THIRD-PARTY CLAIM": A claim of liability asserted against either Party by a
Person other than the other Party or either Party's Indemnified Agents.

"TRANSITION PERIOD": The maximum [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] after the Termination Date during which Sabre shall, as TCY
reasonably requests, render one or more Services in accordance with SECTION
10.3(a) or provide transition assistance in accordance with SECTION 10.3(b).

"TCY":  Travelocity.com LP, a Delaware limited partnership.

"TCY COMPANY": Travelocity.com Inc., a Delaware corporation, and any entity
over which TCY has Control.

"TCY'S REPRESENTATIVE": The individual agent or representative designated by
TCY to be TCY's formal liaison with or representative to TCY for matters
relating to the Agreement, having the (non-exclusive) authority and
responsibility described in the Agreement.

B. INTERPRETATIVE MATTERS. The Agreement is the result of the Parties'
negotiations, and no provision of the Agreement shall be construed for or
against either Party because of the authorship of that provision. In the
interpretation of the Agreement, except where the context otherwise requires:


                                       4
<PAGE>
                                                                   CONFIDENTIAL


1. "including" or "include" does not denote or apply any limitation;

2. "or" has the inclusive meaning "and/or";

3. "$" refers to United States dollars;

4. the singular includes the plural, and vice versa, and each gender includes
each of the others;

5. captions or headings are only for reference and are not to be considered in
interpreting the Agreement;

6. "Article" and "Section" refer to an Article and Section, respectively, of
the Agreement, unless otherwise stated in the Agreement;

7. an event to occur, an action to be performed, or a condition to be satisfied
"by" or "as of" a stated date in the Agreement shall occur or be effective or
satisfied no later than 5:00 p.m. on that date; and

8. each reference to a time of day in the Agreement is to local time in Fort
Worth, Texas, and "midnight" begins a day.


                                       5
<PAGE>
                                                                   CONFIDENTIAL


                                    EXHIBIT A

                           DISPUTE RESOLUTION APPENDIX

1.       CERTAIN DEFINITIONS

This Section 1 sets forth certain definitions used in this Dispute Resolution
Process. Other capitalized terms used but not defined here in have the meanings
ascribed to them in the Agreement.

ARBITRATION RULES
The rules of the American Arbitration Association ("AAA") in effect on the date
of the commencement of the arbitration.

QUALIFICATIONS Having extensive knowledge or experience, or both, regarding
information technology services similar to the Services that are the subject
of the Dispute, and fluent in English.

2.       DISPUTE RESOLUTION PROCEDURE.

         (a)      GENERAL PROCEDURE.

                  The Parties shall resolve all Disputes in accordance with
                  this procedure:

                  (i)      Disputes shall first be submitted to the
                           Representatives as indicated in Section 3 of this
                           Exhibit.

                  (ii)     If a Dispute is not resolved by the Representatives,
                           then either Party may submit the Dispute to
                           mediation as outlined in Section 4 of this Exhibit.

                  (iii)    If a Dispute is not resolved by mediation, then
                           either Party may submit the Dispute to binding
                           arbitration in accordance with Section 5 of this
                           Exhibit.

                  A referral under either Section 2(a)(ii) and/or 2(a)(iii) of
                  this Exhibit shall be made by written notice to the
                  Representatives. That notice shall be in a form mutually
                  agreed to by the Representatives or an electronic mail
                  message and addressed to each Representative at his or her
                  office address or electronic mail address; each notice shall
                  be given and effective upon actual receipt.

3.       DISPUTE RESOLUTION.

         (a)      REPRESENTATIVE ACTION.

                  If the Dispute (a) involves less than [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED], and (b) does not require
                  an amendment to the Services, Fees or any other material term
                  of the Agreement, the Representatives will discuss the
                  Dispute in good faith in an attempt to resolve the Dispute to
                  the mutual satisfaction of both Parties. If the
                  Representatives are unable to resolve the Dispute to the
                  mutual satisfaction of both Parties within [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] after receipt of written
                  notice by one Party from the other that a Dispute exists, the
                  Dispute shall, at the written request of either Party, be
                  submitted to mediation as outlined in Section 4 of this
                  Exhibit.

4.       MEDIATION.

The mediation of an unresolved Dispute shall be conducted in this manner:


                                       1
<PAGE>
                                                                   CONFIDENTIAL


         (a)      Either Party may submit the Dispute to mediation by giving
                  notice of mediation to the other Party. The Parties shall
                  attempt to agree promptly after that notice is given upon and
                  appoint a sole mediator who has the Qualifications.

         (b)      If the Parties are unable to agree upon a mediator within
                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the
                  date the Dispute is submitted to mediation, either Party may
                  request the Dallas, Texas office of the AAA to appoint a
                  mediator who has the Qualifications. The mediator so
                  appointed shall be deemed to have the Qualifications and to
                  be accepted by the Parties.

         (c)      The mediation shall be conducted in Dallas, Texas at a place
                  and a time agreed by the Parties with the mediator, or if the
                  Parties cannot agree, as designated by the mediator. The
                  mediation shall be held within [TEXT OMITTED - CONFIDENTIAL
                  TREATMENT REQUESTED] after the mediator is appointed.

         (d)      If either Party has substantial need for information from the
                  other Party in order to prepare for the mediation, the
                  Parties shall attempt to agree on procedures for the formal
                  exchange of information; if the Parties cannot agree, the
                  mediator's determination shall be effective.

         (e)      Each Party shall be represented in the mediation by a natural
                  person with authority to settle the Dispute on behalf of that
                  Party and, if desired by that Party, by counsel for that
                  Party. The Parties' representatives in the mediation shall
                  continue with the mediation as long as the mediator requests.

         (f)      Unless otherwise agreed by the Parties, each Party shall pay
                  one-half of the mediator's fees and expenses and shall bear
                  all of its own expenses in connection with the mediation.
                  Neither Party may employ or use the mediator as a witness,
                  consultant, expert, or counsel regarding the Dispute or any
                  related matters.

5.       ARBITRATION.

The arbitration of an unresolved Dispute shall be conducted in this manner:

         (a)      Either Party may begin arbitration by filing a demand for
                  arbitration in accordance with the Arbitration Rules. The
                  Parties shall attempt to agree upon and appoint a panel of
                  three (3) arbitrators promptly after that demand is filed.
                  Each of those arbitrators must have the Qualifications unless
                  otherwise agreed by both Parties.

         (b)      If the Parties are unable to agree upon any or all of the
                  arbitrators within [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED] after the demand for arbitration was filed (and do
                  not agree to an extension of that [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED]), then each Party shall
                  designate one arbitrator with Qualifications and the AAA
                  shall designate a third, if possible, with Qualifications;
                  nevertheless, such arbitrator so appointed shall be deemed to
                  have the Qualifications and to be accepted by the Parties as
                  part of the panel.

         (c)      The arbitration shall be conducted in Dallas, Texas at a
                  place and a time agreed by the Parties with the panel, or if
                  the Parties cannot agree, as designated by the panel. The
                  panel may, however, call and conduct hearings and meetings at
                  such other places as the Parties may agree or as the panel
                  may, on the motion of one Party, determine to be necessary to
                  obtain significant testimony or evidence.

         (d)      The Parties shall attempt to agree upon the scope and nature
                  of any discovery for the arbitration. If the Parties do not
                  agree, the panel may authorize any and all forms of
                  discovery, including depositions, interrogatories, and
                  document production, upon a showing of particularized need
                  that the requested discovery is likely to lead to material
                  evidence needed to resolve the Dispute and is not excessive
                  in scope, timing, or cost.


                                       2
<PAGE>
                                                                   CONFIDENTIAL


         (e)      The arbitration shall be subject to the Federal Arbitration
                  Act and conducted in accordance with the Arbitration Rules to
                  the extent they do not conflict with this Section 5. The
                  Parties and the panel may, however, agree to vary the
                  provisions of this Section 5 or the matters otherwise
                  governed by the Arbitration Rules.

         (f)      The panel has no power to:

                  (i)      rule upon or grant any extension, renewal, or
                           continuance of the Agreement;

                  (ii)     award remedies or relief either expressly prohibited
                           by the Agreement or under circumstances not
                           permitted by the Agreement; or

                  (iii)    grant provisional or temporary injunctive relief
                           before rendering the final decision or award.

         (g)      Unless the Parties otherwise agree, all Disputes regarding or
                  related to the same topic or event that are subject to
                  arbitration at one time shall be consolidated in a single
                  arbitration proceeding.

         (h)      A Party or other person involved in an arbitration under this
                  Section 5 may join in that arbitration any person other than
                  a Party if:

                  (i)      the person to be joined agrees to resolve the
                           particular dispute or controversy in accordance with
                           this Section 5 and the other provisions of this
                           Schedule applicable to arbitration; and

                  (ii)     the panel determines, upon application of the person
                           seeking joinder, that the joinder of that other
                           person will promote the efficiency, expedition, and
                           consistency of the result of the arbitration and
                           will not unfairly prejudice any other Party to the
                           arbitration.

         (i)      The arbitration hearing shall be held within [TEXT OMITTED -
                  CONFIDENTIAL TREATMENT REQUESTED] after the appointment of
                  the panel. Upon request of either Party, the panel shall
                  arrange for a transcribed record of the arbitration hearing,
                  to be made available to both Parties.

         (j)      The panel's final decision or award shall be made within
                  [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the
                  hearing. That final decision or award shall be made by
                  unanimous or majority vote or consent of the arbitrators
                  constituting the panel, shall be deemed issued at the place
                  of arbitration and shall be made in U.S. dollars. The panel
                  shall issue a reasoned written final decision or award based
                  on the Agreement and Texas law; the panel may not act
                  according to equity and conscience or as an amicable
                  compounder or apply the law merchant.

         (k)      The panel's final decision or award may include:

                  (i)      recovery of general damages to the extent permitted
                           by the Agreement (but not consequential, exemplary
                           or punitive damages); or

                  (ii)     injunctive relief in response to any actual or
                           threatened breach of the Agreement or any other
                           actual or threatened action or omission of a Party
                           under or in connection with the Agreement.

         (l)      The panel's final decision or award shall be final and
                  binding upon the Parties, and judgment upon that decision or
                  award may be entered in any court having jurisdiction over
                  either or both of the Parties or their respective assets. The
                  Parties specifically waive any right they may have to apply


                                       3
<PAGE>
                                                                   CONFIDENTIAL


                  or appeal to any court for relief from the preceding sentence
                  or from any decision of the panel made, or any question of
                  law arising, before the final decision or award; and the
                  Parties shall not dispute nor question the validity of such
                  award before any regulator or other authority in any
                  jurisdiction where enforcement action is taken by the Party
                  or Parties in whose favor the award was rendered. If any
                  decision by the panel is vacated for any reason, the Parties
                  shall submit that Dispute to a new arbitration in accordance
                  with this Section 5.

         (m)      Each Party shall pay one-half of the arbitrators' fees and
                  expenses, and shall bear all of its own expenses in
                  connection with the arbitration. The panel has the authority,
                  however, to award recovery of all costs and fees (including
                  attorneys' fees, administrative fees and the panel's fees and
                  expenses) to the prevailing Party in the arbitration.

6.       RECOURSE TO COURTS.

Nothing in this Schedule limits the right of either Party to apply to a court
or other tribunal having jurisdiction to:

         (a)      enforce this Schedule, including the agreement to arbitrate
                  in this Schedule;

         (b)      seek provisional or temporary injunctive relief so as to
                  avoid irreparable damage or maintain the status quo, until a
                  final arbitration decision or award is rendered or the
                  Dispute is otherwise resolved; or

         (c)      challenge or vacate any final arbitration decision or award
                  that does not comport with Section 5 of this Schedule.

7.       SUBMISSION TO JURISDICTION.

Each Party irrevocably submits to the jurisdiction of the federal courts of the
United States and the state courts of Texas located in Fort Worth. Each Party
waives any defense or challenge to that jurisdiction based on lack of personal
jurisdiction, improper venue, or inconvenience of forum.

8.       CONFIDENTIALITY.

The proceedings of all negotiations, mediations, and arbitrations shall be
privately conducted. The Parties shall keep confidential all conduct,
negotiations, documents, decisions, and awards in connection with those
proceedings under this Schedule.

9.       EXCLUSIVE REMEDY.

Other than those matters involving injunctive or other extraordinary relief or
any action necessary to enforce the award of the arbitrator, the Parties agree
that the provisions of this Schedule are a complete defense to any suit, action
or other proceeding instituted in any court or before any administrative
tribunal with respect to any Dispute or the provision of the Base Services or
Variable Services by Sabre. Nothing in this Exhibit prevents the Parties from
exercising their rights to terminate the Agreement in accordance with Article X
of the Agreement.

10.      CONTINUED PERFORMANCE; ESCROW ACCOUNT.

Unless (a) Sabre has commenced a proceeding or has presented a claim for
nonpayment by Customer of amounts due under the Agreement, and Customer does
not promptly pay all amounts in dispute into the escrow account referred to
below, or (b) the Agreement has been terminated in accordance with Article X,
Sabre will continue to provide the Services during any dispute resolution
proceedings (whether informal or formal) commenced pursuant to this Exhibit
and Customer will continue to perform its obligations (including the making of
payments to Sabre) in accordance with the Agreement. Up to the maximum amount
in dispute, any disputed payment will be paid pending resolution of the
Dispute into an escrow account that is structured by agreement of the Parties
or, if agreement cannot be reached, as directed by the mediator or arbitrator,
as the case may be, engaged in accordance with this


                                       4
<PAGE>
                                                                   CONFIDENTIAL


Exhibit. Any such escrow account will provide for the payment of interest on
the amounts deposited therein, and the Parties (if the Dispute is resolved
informally) or the mediator or arbitrator, as the case may be (if the Dispute
is resolved formally), will make the determination regarding distribution of
such deposited amounts plus interest. If Customer fails to escrow disputed
payments as required by the Agreement, Sabre may apply to any court of
competent jurisdiction to seek injunctive relief for such failure and will
have the right to terminate the Agreement in accordance with Article X of the
Agreement.

11.      OTHER.

         (a)      U.N. CONVENTION.

                  The enforcement of any arbitral award will be in accordance
                  with and governed by the United Nations Convention on the
                  Recognition and Enforcement of Foreign Arbitral Awards.

         (b)      LANGUAGE.

                  Negotiations, mediations and arbitrations will be conducted
                  in the English language.












                                       5

<PAGE>
                                                                    CONFIDENTIAL


                                    EXHIBIT B

                                     NOTICE

If to Sabre:

         Sabre Inc.
         MD 4204
         4255 Amon Carter Blvd.
         Fort Worth, TX 76155
         Fax: (817) 967-1215
         Attention: President

         With a copy to:

         Sabre Inc.
         MD 4204
         4255 Amon Carter Blvd.
         Fort Worth, TX 76155
         Fax: (817) 967-1215
         Attention: General Counsel

If to TCY:

         Travelocity.com LP
         4200 Buckingham Road, MD 1400
         Fort Worth, Texas 76155
         Fax: (817) 963-8869
         Attention: President

         With a copy to:

         Travelocity.com LP
         4200 Buckingham Road, MD 1400
         Fort Worth, Texas 76155
         Fax: (817) 963-8869
         Attention: General Counsel


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                                                                    CONFIDENTIAL




                                    EXHIBIT C

                          ADDITIONAL OPTIONAL SERVICES



    The Services currently described on the Schedules, which are not initially
selected by TCY on Schedule XIV.


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                                    SCHEDULES



                        ADMINISTRATIVE SERVICES AGREEMENT









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Note: Certain of the Services and Tasks described below will not be relevant to
TCY's business and operations. To the extent that such Services and Tasks are
not relevant, then Sabre will not perform such Services or Tasks for TCY, and
TCY will not be required to pay for such Services or Tasks.


                                   Schedule I

                     TAX ADMINISTRATION SERVICE (MANDATORY)

DESCRIPTION OF SERVICE: Tax Administration is defined as tax research and
planning and tax return preparation in compliance with tax statutes and
regulations. The Tasks to be performed under Tax Administration Service
(Mandatory) consist of:

A.       U.S. federal and state income tax compliance
         i.       tax return preparation and tax payment processing
         ii.      representation on audits and contests
         iii.     management of development of tax and accounting systems to
                  minimize compliance costs

B.       U.S. federal and state income tax accounting and reporting
         i.       income tax account analysis
         ii.      tax provision accounting

C.       U.S. federal and state income tax planning and projects
         i.       research and planning to assess impact of taxes on operations
                  and on proposed transactions
         ii.      legislative and regulatory monitoring

D.       Sales/use, excise, property and other transaction taxes
         i.       Tax return preparation and property tax rendition filing
         ii.      Tax payment processing
         iii.     Audits and contests
         iv.      Research and planning
         v.       Monitor legislation and regulations effecting the business
         vi.      Tax accounting

E.       International
         i.       Manage tax return preparation and VAT collection calculations
         ii.      Foreign audits and contests
         iii.     Research and planning
         iv.      Monitor legislation and regulations effecting the business
         v.       Tax accounting

F.       Systems Development
         i.       Develop design specifications for the new financial and
                  logistics systems to automate the tax functions
         ii.      Assisting in the developments of semi-automated accounting
                  systems
         iii.     Maintenance and modifications of tax systems


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                                   Schedule II

            HUMAN RESOURCES GOVERNMENT REPORTING SERVICE (MANDATORY)

DESCRIPTION OF SERVICE: Tasks to be performed to support TCY's compliance with
U.S. Federal human-resources-related reporting statutes. The Tasks to be
performed consist of:

A.       Summary Plan Descriptions
B.       Pension Annual Reporting and Disclosure, maintaining ERISA
         administration requirements, plan documentation, research and analysis,
         ADA accommodations, and Affirmative Action / Department of Labor / EEO
         administration.
C.       State unemployment compensation administration, including responding to
         State and Federal government agencies (including State unemployment
         compensation claims, and claims regulated by State and Federal equal
         employment opportunity agencies); processing unemployment compensation
         claims; monitoring charges to TCY unemployment accounts in each State;
         and administering rates assigned by States.








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                                  Schedule III

                               ACCOUNTING SERVICES



                             CASH ACCOUNTING SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Reconciliation of domestic bank accounts
B.       Identification and resolution of cash irregularities and cash reporting
         issues
C.       Primary internal control relative to cash
D.       Recognition of foreign currency adjustments
E.       Investigation, resolution and subsequent clearing of reconciling items

                               RECEIVABLES SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Receivable Billing/Accounting
         i.       Bill posting to the receivable sub-ledger system
         ii.      Cash applications
         iii.     Coordination of settlement with Airlines Clearing House, or
                  IATA Clearing House
         iv.      Account reconciliation, and receivable servicing

                           PAYROLL PRODUCTION SERVICE

DESCRIPTION OF SERVICE: Responsible for the calculation and distribution of
payroll checks and incentive compensation checks. The Tasks to be performed
consist of:

A.       Regular Checks - Processing of regular paychecks on a weekly,
         bi-weekly, and semi-monthly basis
B.       Remote Checks - Processing of remote or supplemental paychecks for
         adjustments
C.       Gross Pay Adjustments to be completed during the next regular pay
         period
D.       Garnishments
E.       Stop payments for lost or stolen paychecks
F.       Bonuses and Special Payments - Processing of special payments that
         require development changes

                         PAYROLL TAX ACCOUNTING SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Payroll Taxes - Charges for the collection, remittance and accounting
         for payroll taxes and other moneys collected from employee paychecks.
         The cost is driven by the number of payroll checks that are processed
         in one calendar year.
B.       Payroll Tax Reporting - Charges for reporting for Federal and State
         withholding and unemployment taxes. The costs are driven by the number
         of states worked.


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C.       Payroll Tax Year End - Charges for the year end production of annual
         wage and tax statements. The cost is driven by the number of W-2s
         issued in one calendar year, and the number of states worked.

                            PAYROLL CUSTOMER SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Employment  Verification  -  Completion  of the wage  and  employment
         information  requested  by  lending institutions.
B.       W-2 Reissues.
C.       Employment Receivables - The administration and collection of balances
         from employees for advances, uniforms, and salary overpayments, check
         distribution special handling.

         NOTE that certain related fees are paid directly by TCY, its employees,
         or relevant lending institutions.

                        DISBURSEMENTS PRODUCTION SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Usage of EDI Mailbox and translator, Federal Express
B.       Other EDI
C.       Audit and Processing of contract based payments







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                                   Schedule IV

                         HUMAN RESOURCES ADMINISTRATION

DESCRIPTION OF SERVICE:  The Service consists of:

Employment relations administration generally, but excluding mandatory Services
described on Schedule II, and further consisting of the following Tasks:

                  SERVICE DESCRIPTION
Providing and Managing Health and Welfare Benefits
Management and Professional Recruitment
College Recruitment
Support Staff Recruitment
Managing Employee Information and Documentation
Managing Employee Performance and Terminations
Compensating Employees and Job Leveling
Bonus Commission Programs
Providing Retirement Benefits
Training Management
Maintain Human Resources Information System (HRIS)
Providing and Managing Workers Compensation
Facilitating Management Career Moves
Developing Admin / Interpreting Corporate Policy
Assisting AMR Executives - Executive administration
Evaluating Employees and their Performance Progress
Relocating Employees
Admin and Cost Control
Managing employees' employment-related complaints
Executive compensation administration
Family Medical Leave Act Application Processing and Program Administration


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                                   Schedule V

                                Medical Services

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A)   Employee Assistance Program Services (as required by the Federal Drugfree
     Workplace Act)
B)   Full TCY Employee Access to all Sabre Preventive Healthcare Programs
C)   Ergonomics Support Including Workstation Design And Other OSHA Required for
     all Ergonomics Services
D)   ADA-Related Ergonomic Accommodations Work
E)   Occupational Healthcare Litigation Support
F)   Full Access to all Sabre Travel Medicine Databases, and Applicable
     Occupational Healthcare Record Keeping (but not OSHA Log Record keeping).
G)   New Hire Physicals--Non-Safety Sensitive
H)   Clinic - Employee Visit
I)   Employee Drug and Alcohol Testing
K)   Other services will be provided to TCY on a by-request basis


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                                   Schedule VI

                               FINANCIAL SERVICES

                       General Corporate Finance Services

DESCRIPTION OF SERVICE: As more fully described below, Sabre Finance Department
will provide TCY centralized finance services. The Tasks to be performed by
Sabre consist of:

A.       Cash Management Strategies
B.       Consolidated Financial Planning and Analysis
C.       Business Insurance Administration
D.       Financial Systems Services
E.       Strategic Planning and Corporate Development Advisory Services
F.       Investor Relations

                         BANKING/CASH MANAGEMENT SERVICE

DESCRIPTION OF SERVICE: Sabre shall provide TCY centralized cash management
services which are substantially the same as the cash management services
provided by Sabre to TCY immediately prior to the Effective Date. The Tasks to
be performed by Sabre consist of:

A.       Cash Management Strategies
         i.       optimize the utilization of the daily cash activity
         ii.      maintain  separate bank accounts for TCY and, in connection
                  therewith,  open and close bank accounts,  as required
         iii.     design, develop and implement enhanced, practical,
                  cost-efficient cash management processes
         iv.      negotiate for new improved bank services
         v.       review bank services and fees
B.       Cash Mobilization
         i.       initiate properly approved wire transfers
         ii.      collect all available bank account balances
         iii.     fund all disbursements accounts
         iv.      coordinate daily with investment services resources for all
                  cash excess/shortfalls
         v.       generate, as needed, advance to and/or from Sabre
C.       Coordination of Letters of Credit
D.       Pass-Through expense of banking service charges
E.       Cash Investment - transfer excess cash to investment services
         resources, which will invest such cash in a manner consistent with the
         investment objectives utilized by the investment services resources for
         TCY as of the date of this Agreement.

                            CORPORATE FINANCE SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Coordination of Financing Decisions
B.       Risk Assessment and Management
C.       Financing Administration


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                    BUSINESS INSURANCE ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:   The Tasks to be performed consist of:

A.       Negotiation of Insurance Policy Terms and Premiums
B.       Contract Review and Revisions
C.       Claims Handling
D.       Calculation for the allocation of insurance premiums to TCY

TCY may determine, in its discretion, whether to obtain its own business
insurance policies or to participate in one or more business insurance policies
obtained or arranged by Sabre. To the extent that TCY elects (by agreement with
Sabre) to so participate, TCY shall pay a portion of the premiums for the
insurance policies in which it participates based on an allocation methodology
agreed upon by the Parties for those policies.

                            FINANCIAL SYSTEMS SERVICE

DESCRIPTION OF SERVICE: Tasks consist of providing usage of Financial Services
systems applications, including SAP.

                               STRATEGIC PLANNING

Strategic planning services.


                               INVESTOR RELATIONS

Investor relations services


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                                  Schedule VII

                           GENERAL CORPORATE SERVICES

                         SABRE SUPPLY MANAGEMENT SERVICE

DESCRIPTION OF SERVICE: The Supply Management Service will be performed in
accordance with a corresponding power of attorney granted to Sabre. The Tasks to
be performed are needs identification, bid proposals, awarding process, ordering
process, delivery process, payment and maintenance process for:

A.       Hardware Purchases including Personal Computers, Telecommunications
         Equipment, and Printers
B.       Software Purchases and Licensing Agreements
C.       Telecom Services and Maintenance Contracts

                           CORPORATE SECURITY SERVICE

DESCRIPTION OF SERVICE:   The Tasks to be performed consist of:

A.       Investigations
B.       Consultation & Representation
C.       Ticket Loss Prevention
D.       Audits & Tests
E.       Instruction
F.       Administration

                          SAFETY ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Ground Safety
         i.       Employee Injury and Illness
         ii.      Ergonomic Program
         iii.     Safety Audits
         iv.      OSHA Administration
         v.       Industrial Hygiene Program
         vi.      Safety Training

B.       Environmental Safety
         i.       Environmental Assessments
         ii.      Environmental Training
         iii.     Legal & Lobbying
         iv.      Environmental Regulations
         v.       Technical Assistance and Support
         vi.      Program and Professional Development Services
         vii.     Waste Minimization Programs
         viii.    Recycling Programs



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                           GENERAL SERVICES DEPARTMENT

DESCRIPTION OF SERVICE: The Services (which are not merely Tasks) to be
performed will consist of:

1.1      Services
A.       Archives
B.       Reserved Parking Permits Administration
C.       Mail Services includes mailings by USPS below 1,000 pieces
D.       USPS Postage for orders exceeding 1,000 pieces not covered by Mail
         Services
E.       HDQ Telephone Directory
         i.       Maintain Corporate Mailing Lists
         ii.      Maintain Company Regulations
F.       Administration of contracts executed between Sabre and subcontractors
         for Services not performed by Sabre employees

                 GENERAL SERVICES' PASS-THROUGH EXPENSES SERVICE

DESCRIPTION OF SERVICE: Sabre pays Subcontractors for the following Services
(which are not merely Tasks). The list below represents a pass-through of
expenses allocable to TCY.

1.2      Services

A.       Employee Shuttle Service DFW/HDQ/DFW

B.       Paper Supplier

C.       Installation and Management of Copiers
D.       Printing and Mailing Services
E.       Cafeteria and Vending Services
                  CPIV and Trinity

[Buildings Served: Sabre is offering General Services to TCY at the following
locations:

         CPI               CPIV

                             CORPORATE CARD SERVICE

A.       Administration of Corporate Card


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                                  Schedule VIII

                                 LEGAL SERVICES

DESCRIPTION OF SERVICE: Tasks consist of rendering professional legal services
for matters in the following areas:

A.       Labor and Employment Law
         i.       Labor Litigation
         ii.      Equal Employment Opportunity Commission Claims (EEOC)
         iii.     Department of Human Rights Claims (DHR)
         iv.      Railway Labor Act Issues and Claims
         v.       OSHA Issues and Claims
         vi.      Environmental Issues and Claims
         vii.     Immigration Filings
         viii.    Garnishments
         ix.      ERISA Issues
B.       Litigation
         i.       Commercial Litigation
         ii.      Antitrust Litigation
         iii.     EC Regulation
         iv.      CRS Issues
         v.       Federal Aviation Administration Issues and Claims (FAA)
         vi.      Subpoenas
C.       Corporate Law
         i.       Contract Review and Preparation
         ii.      Mergers and Acquisitions
         iii.     Corporate Registrations
         iv.      Corporate and Securities law compliance
         v.       Real Estate
         vi.      Bankruptcy
         vii.     Intellectual Properties
         viii.    Customs
D.       Corporate Finance
         i.       Public Financing
         ii.      Private Financing
         iii.     SEC Regulations
E.       General Regulatory Matters
F.       Government Affairs Service
         i.       U.S. Federal Government Regulations
         ii.      State and Local Government Relations
         iii.     Coordination of Sabre Lobbying Efforts at all levels of
                  Government


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                                   Schedule IX

                                  AUDIT SERVICE

DESCRIPTION OF SERVICE: Conducting internal audits and coordinating external
audit functions.








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                                   Schedule X

                               FACILITIES SERVICES

DESCRIPTION OF SERVICE: The Tasks to be performed at the current TCY locations,
and other locations agreed to by the parties, will consist of:

A.       Facilities Support
         i.       Space Programming Studies
         ii.      Manage Design Professionals
         iii.     Cost Estimations/Refinement for New Projects
         iv.      Evaluate Requests for Proposals (RFPs)
         v.       Value Engineering
         vi.      Project Feasibility Studies
         vii.     Bidding and Contract Negotiations
         viii.    Project Management
         ix.      Contract Audit Control
         x.       Project Close Out
         xi.      HDQ Space Planning
B.       Properties Support
         i.       Rate and Change Evaluation
         ii.      Tenant and Landlord Liaison
         iii.     Negotiation of New Leases
         iv.      Negotiation of Additional Services under Leases
         v.       Property Management
         vi.      Real Estate Market Analysis
C.       Planning and Technical Support
         i.       Environmental Engineering
         ii.      Energy Audits
         iii.     Automation Environment
         iv.      Pre-Conditioned Air/Ground Power
         v.       Material Handling Systems
D.       Facilities Maintenance Pass-Through Expense
         i.       Sabre General Services pay Subcontractors providing facilities
                  maintenance services (e.g., hazardous waste removal,
                  janitorial services and pest control), for Prices consisting
                  only of a pass-through of expenses (under the Service
                  Subcontracts) allocable to TCY.
E.       Utilities Management Services


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                                   Schedule XI

                        CORPORATE COMMUNICATIONS SERVICE

DESCRIPTION OF SERVICE: The Tasks to be performed consist of:

A.       Strategic Planning & Counseling
B.       Media Relations
C.       Marketing Communications
D.       Issues Management
E.       Project Management
F.       Executive Support
G.       Internal Communications
H.       On-Line Communications
I.       Financial Reporting Communications
J.       Administration and Clerical Duties
K.       Community Relations





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                                  Schedule XII

                            CORPORATE TRAVEL SERVICES

            OTHER AIRLINE (OA) PERSONAL TRAVEL ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE: Sabre will provide administrative support for TCY's
personal travel on Other Airlines (OA). Tasks to be performed consist of:

A.       Secure of agreement with Other Airlines (OAs)
         i.       Draft cover letters
         ii.      Revise Sabre ID agreement to include the TCY
         iii.     Negotiate new arrangements with each airline
         iv.      Conclude and execute revised agreements
B.       Contract Maintenance
         i.       Ongoing negotiations
         ii.      Secure additional carriers
         iii.     Conflict resolution with OAs
         iv.      Contract preparation and filing
C.       Administrative Support
         i.       Provide updates to TCY reference material
         ii.      Respond to employee inquiries
         iii.     Prepare PNRs for ticketing
         iv.      Provide OA with pay-back passes on AA

            OTHER AIRLINE (OA) BUSINESS TRAVEL ADMINISTRATION SERVICE

DESCRIPTION OF SERVICE: Sabre will provide administrative support for the TCY's
business travel on Other Airlines (OA). Tasks to perform consist of:

A.       Secure Business Travel on Other Airlines
         i.       Negotiate arrangements with other airlines
         ii.      Provide other airlines travel on AA
B.       Contract Maintenance
         i.       Process TCY pass requests
         ii.      Process OA business travel requests
C.       Administrative Support
         i.       Provide updates to the TCY reference manual
         ii.      Respond to employee inquiries
         iii.     Prepare PNRs for ticketing

                          CORPORATE TRAVEL DESK SERVICE

DESCRIPTION OF SERVICE:  The Tasks to be performed consist of:

A.       Booking of Hotels for Business Travel and Interline Rates
B.       Booking for Rental Vehicles for Business Travel at Interline Rates


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                                  Schedule XIII

                           Executive Office Functions

DESCRIPTION OF SERVICE: Sabre provides executive office support, for its
Subsidiaries (including TCY), in the following areas of executive function:

A.       Chief Executive Office
B.       Chief Financial Officer
C.       Chief Information Officer






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                                  Schedule XIV

                     TCY Allocable Percentage for Year 2000


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]









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