<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
                             SABRE ACCESS AGREEMENT

         This Sabre Access Agreement (this "AGREEMENT") is made as of March 7,
2000, by and between Sabre Inc., a Delaware corporation ("SABRE"), and
Travelocity.com LP, a Delaware limited partnership ("CUSTOMER").

                                    RECITALS

A.      Sabre developed, owns and operates the Sabre System and offers,
        directly and through Sabre Licensees, access and use of Licensed Sabre
        Functions.

B.      Customer desires to receive a license to access and use the Licensed
        Sabre Functions, and to market and provide access to the Licensed Sabre
        Functions to Customer's End Users upon the terms and conditions
        contained in this Agreement.

C.      Sabre is willing to grant such a license to Customer upon the terms and
        conditions contained in this Agreement.

D.      This Agreement amends and restates, effective as of March 7, 2000, the
        Sabre Access Agreement, dated as of March 7, 2000, between Sabre and
        Customer.

In consideration of the foregoing, the mutual covenants and agreements of the
Parties contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

         SECTION 1.1 DEFINITION APPENDIX. Capitalized terms used herein and
not otherwise defined will have the meaning given to them in the Definition
Appendix attached to this Agreement as ANNEX A. The Rules of Interpretation
set forth in the Definition Appendix attached to this Agreement as ANNEX A
will also apply to this Agreement.


                                    ARTICLE 2
               LICENSE TO USE AND MARKET LICENSED SABRE FUNCTIONS

         SECTION 2.1 GRANT OF LICENSE. Subject to the terms and conditions of
this Agreement, Sabre hereby grants to Customer for the term of this Agreement,
the non-exclusive, non-transferable (other than as provided herein) right and
license to access and use the Licensed Sabre Functions in order to market,
support and deliver the access to Licensed Sabre Functions to End Users.


                                       1
<PAGE>
                                                                   CONFIDENTIAL


         SECTION 2.2 DIRECT BOOKING LIMITATION. In the event Customer provides
direct reservation capabilities with Vendors or provides Bookings through
another GDS, as permitted by this Agreement, all messages relating to such
direct reservations (including pricing and availability) and Bookings must go
directly through such Vendors' systems or the other GDS and not through the
Sabre System.

SECTION 2.3 SABRE NOT RESTRICTED. The Parties acknowledge and agree that
nothing set forth in this Agreement prohibits, restricts or otherwise impairs
the right and ability of Sabre and/or its Affiliates to market, offer,
license, sublicense, distribute and provide access to Licensed Sabre Functions
to any Persons. This acknowledgement and agreement does not, however,
supersede the covenants and agreements contained in the Noncompetition
Agreement dated March 7, 2000, between Sabre Holdings Corporation, Sabre,
Travelocity.com Inc., and Customer.

         SECTION 2.4 DISPLAY OF SABRE SYSTEM. Subject to Customer's compliance
with any applicable law, rule or regulation, Customer may display the content
from the Licensed Sabre Functions in the manner determined by Customer,
provided that Sabre is not required to make any modifications or changes, or
otherwise take any action, to enable or maintain Customer's display of such
content.


                                    ARTICLE 3
                                   EXCLUSIVITY

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                    ARTICLE 4
                                 IMPLEMENTATION

         SECTION 4.1 IMPLEMENTATION. Sabre will provide Customer with such
services in connection with implementation of the Licensed Sabre Functions as
are from time to time mutually agreed in writing between Sabre and Customer.


                                    ARTICLE 5
                                OWNERSHIP OF GDS

         SECTION 5.1 OWNERSHIP OF SABRE SYSTEM. Other than the License granted
herein or as otherwise agreed upon by the Parties in writing, Customer will
not acquire under this Agreement, nor identify itself as the owner of, any
right, title or interest in or to the Sabre System, the Licensed Sabre
Functions, the software, hardware, Databases or communications facilities
utilized in operating the Sabre System, Confidential Information of Sabre or
its Affiliates, the Sabre Marks or any intellectual property rights associated
with any of the foregoing. Nothing in this Agreement will be interpreted as
expanding the scope of the License granted in SECTION 2.1 and no additional
license will be effective unless and until a separate written agreement is
signed by the Parties identifying in detail the software program or programs
to be licensed and the license fee therefor. The limitations contained in this
SECTION 5.1 do not limit the license rights which Customer may receive in
certain Sabre Enhancements pursuant to SECTION 4.5 of the


                                       2
<PAGE>
                                                                   CONFIDENTIAL


Information Technology Services Agreement or pursuant to any other agreement
between the Parties.


                                    ARTICLE 6
                         CERTAIN SABRE RESPONSIBILITIES

         Sabre agrees to perform the following duties and responsibilities, in
addition to those duties and responsibilities required of it elsewhere in this
Agreement:

         SECTION 6.1 PROMOTION MATERIALS. Sabre will provide Customer upon
request with English language versions of existing Sabre sales, advertising,
promotional, and training materials regarding the Licensed Sabre Functions,
which materials will be provided free of charge, so long as Customer does not
request such materials in unreasonable quantity.

         SECTION 6.2 CUSTOMER ASSISTANCE. Sabre will provide diagnostic
assistance and resolutions to Customer line control personnel for
communications problems and to Customer data processing personnel for Licensed
Sabre Functions problems. All assistance and problem resolution will be
provided and made available according to Sabre's then-current customer
assistance procedures and availability for its Sabre Licensees generally.

         SECTION 6.3 OPERATIONS AND MAINTENANCE. Sabre will use commercially
reasonable efforts to accomplish all transaction processing, security,
maintenance and other services hereunder in accordance with the performance
standards and procedures established by Sabre from time to time for Sabre's
operations as used by Sabre Licensees generally.

         SECTION 6.4 PNR SECURITY. Sabre will maintain in effect and enforce
PNR security policies and procedures which ensure that the PNR security
aspects of the Sabre System with respect to PNRs generated by Customer's End
Users comply with all applicable governmental rules and regulations. Sabre
will retain records of the PNRs created by Customer's End Users for a minimum
period (after the last Segment Activity Date in such PNR) consistent with
Sabre's customary practices, or for such longer period as may be required by
any applicable law, regulation or code.

         SECTION 6.5 COMPATIBILITY. Sabre may establish standards, formats and
specifications (consistent with those established for other Sabre customers)
from time to time for any hardware or software to be connected to the Sabre
Central Site or otherwise used in conjunction with the Licensed Sabre
Functions. Sabre will provide Customer with prior written notice of any
changes or modifications of the required standards, formats and specifications.

         SECTION 6.6 CUSTOMER INSTRUCTORS AND MANAGEMENT. From time to time
Sabre will provide training to Customer's relevant training personnel engaged
in the distribution of the Licensed Sabre Functions, such training to be
carried out at mutually acceptable times and at Sabre's headquarters' in the
U.S.A. Customer may request Sabre to conduct such training at Customer's
location subject to Sabre's approval, provided that Customer will be
responsible for all reasonable travel, accommodation, and incidental expenses
incurred by the Sabre trainers.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       3
<PAGE>
                                                                   CONFIDENTIAL


                                    ARTICLE 7
                        CERTAIN CUSTOMER RESPONSIBILITIES

         SECTION 7.1 MARKETING RESPONSIBILITY.

                  7.1.1 SABRE SYSTEM REFERRALS. In consideration for Sabre's
payment to the Customer of the PNR Referral Payments, Customer will use its
reasonable efforts to maintain a system on Customer's websites that enable
referrals of its End Users' PNRs on the Sabre System to Sabre travel agencies
for ticketing. [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

                  7.1.2 ATTRIBUTION. Subject to the terms and conditions of
ARTICLE 9, Customer will provide the Sabre with the attribution provided on
ANNEX C.

         SECTION 7.2 MISUSE. Customer shall take all reasonable precautions
necessary to prevent unauthorized operation or misuse of the Sabre System,
including Speculative Bookings, Shell Bookings, reservation of space in
anticipation of demand, or improper record or access. Further, Customer shall
not enter or permit End Users to enter any Prohibited Segments into the Sabre
System. Customer will remove Travel Service Segments from the Sabre System
should Customer become aware that corresponding space is canceled direct via
telephone with the Vendor.

         SECTION 7.3 RESPONSIBILITIES FOR COMMUNICATIONS NETWORKS. Customer
will be responsible for installing, operating and maintaining the Customer
Communications Network (including communication line circuits and equipment).
Customer may satisfy this responsibility by performing such functions
directly, or through contracts with third party service providers, including
Sabre.

         SECTION 7.4 CUSTOMER SOFTWARE AND HARDWARE. Customer will be
responsible for obtaining, creating and maintaining all software and hardware
required to enable communications with the Sabre Central Site and to otherwise
enable End Users to access and use the Licensed Sabre Functions, all in
accordance with Sabre's then-current standards, formats and specifications.
Customer may elect to purchase from Sabre (or its suppliers), at Sabre's
then-current prices and terms, hardware and data lines required by Customer to
access and use the Licensed Sabre Functions. Customer agrees that its
continued right to maintain the connection with the Sabre Central Site is
dependent upon Customer's full cooperation with requests by Sabre (which shall
be administered reasonably among Sabre's customers and without discriminating
against Customer) to repair, alter, modify, or where necessary, de-install any
component that Sabre reasonably determines is impairing the Sabre System or
another Person's access to or operation of the Sabre System.


                                    ARTICLE 8
                               SABRE ENHANCEMENTS

         SECTION 8.1 SABRE ENHANCEMENTS. Sabre may from time to time create
Sabre Enhancements. Such Sabre Enhancements may be implemented at Sabre's sole
discretion, provided that they do not materially and negatively affect the
Licensed Sabre Functions. Sabre will notify Customer, not later than the
disclosure of such Sabre Enhancement to other Sabre Licensees, regarding any
Sabre Enhancements which Sabre may from time to time propose. Sabre


                                       4
<PAGE>
                                                                  CONFIDENTIAL


will, from time to time, consult with Customer and keep Customer advised of
the status of the development of Sabre Enhancements. Customer may provide
Sabre with recommendations regarding Sabre Enhancements and functionality
needed for the Licensed Sabre Functions to be competitive with other GDS's.
Customer additionally shall have the right to require Sabre to develop Sabre
Enhancements, pursuant to the terms of the Information Technology Services
Agreement.


                                    ARTICLE 9
                                   TRADEMARKS

         SECTION 9.1 OWNERSHIP OF SABRE MARKS. Customer acknowledges and
covenants that (i) Customer will not acquire any right, title or interest in
the Sabre Marks except as specifically provided in SECTION 9.2, (ii) Customer
may not contest or challenge the validity of the Sabre Marks, or their
registration or ownership by Sabre or its Affiliates, and (iii) the use of the
Sabre Marks by Customer, and any goodwill arising by reason of such use, will
inure to the benefit of Sabre. In no circumstances will Sabre be liable to
make any payment on account of any alleged inurement of such goodwill to Sabre.

         SECTION 9.2 LICENSE OF SABRE MARKS. Subject to the terms and
conditions of this Agreement, Sabre hereby grants to Customer for the term of
this Agreement the non-exclusive, non-transferable (other than as provided
herein) right and license to use and publish the Sabre Marks in conjunction
with marketing the Licensed Sabre Functions in accordance with the terms and
conditions of this Agreement.

         SECTION 9.3 USE OF SABRE MARKS. Customer will use the name "Sabre" and
the Sabre Marks only in the formats approved by Sabre. Customer will not append
any Customer trade name or logo to any Sabre Mark or use any variation from the
Sabre Marks without Sabre's prior written approval which may be withheld in
Sabre's sole discretion.

         SECTION 9.4 APPROVAL OF USE. If Customer desires to use the Sabre
Marks, it must first submit samples of the proposed use to Sabre for Sabre's
prior written approval. In any event, if required by Sabre, the approved use of
the Sabre Marks must include, at a minimum, in reasonably legible typeface the
phrase: "Sabre" (or other relevant Sabre Mark) is a registered trademark of an
affiliate of Sabre Inc." or such other notices or legends of identification of
the ownership of the published Sabre Marks as are required by Sabre.

         SECTION 9.5 INFRINGEMENT. Customer will notify Sabre immediately upon
becoming aware of (i) any actual or threatened infringement of the Sabre Marks,
(ii) any publication or registration of a trademark or service mark of which
Customer becomes aware and which is likely to be confusingly similar to any
Sabre Marks, and (iii) any notice, claim or threatened claim based upon
infringement by Customer of the rights of a third party arising out of the use
by Customer of the Sabre Marks.

         SECTION 9.6 NO WARRANTY. SABRE MAKES NO REPRESENTATION OR WARRANTY
WITH RESPECT TO THE SABRE MARKS. NOTWITHSTANDING ANY PROVISION TO THE
CONTRARY, SABRE WILL NOT BE LIABLE FOR ANY INFRINGEMENT OF A THIRD PARTY'S
RIGHTS RESULTING FROM CUSTOMER'S USE OF THE SABRE MARKS IN A MANNER THAT IS
INCONSISTENT WITH THE LIMITATIONS ESTABLISHED IN THIS AGREEMENT.


                                       5
<PAGE>
                                                                   CONFIDENTIAL


SECTION 9.7 CUSTOMER TRADEMARKS. Customer authorizes Sabre to use Customer
Marks solely for the purpose of listing Customer as a Sabre Customer and to
otherwise promote the fact that Customer is using the Sabre System and other
services provided to Customer by Sabre pursuant to other service agreements.
Sabre acknowledges and covenants that: (i) Sabre will not acquire any right,
title or interest in the Customer Marks except as specifically provided in
this SECTION 9.7, (ii) Sabre may not contest or challenge the validity of the
Customer Marks, or the registration or ownership by Customer or its
Affiliates, and (iii) the use of the Customer Marks by Sabre, and any goodwill
arising by reason of such use, will inure to the benefit of Customer. In no
circumstances will Customer be liable to make any payment on account of any
alleged inurement of such goodwill to Customer. CUSTOMER MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO THE CUSTOMER MARKS. NOTWITHSTANDING
ANY PROVISION TO THE CONTRARY, CUSTOMER WILL NOT BE LIABLE FOR ANY
INFRINGEMENT OF A THIRD PARTY'S RIGHTS RESULTING FROM SABRE'S USE OF THE
CUSTOMER MARKS IN A MANNER THAT IS INCONSISTENT WITH THE LIMITATION
ESTABLISHED IN THIS AGREEMENT.


                                   ARTICLE 10
                                FEES AND CHARGES

         SECTION 10.1 FEES AND PAYMENT. The Parties will pay the fees and
charges ("Fees") as set forth on SCHEDULE 1. SCHEDULE 1 also sets forth
procedures by which Fees are invoiced and dates by which Fees are due and
payable. Each Sabre invoice will itemize the Fees contained therein, and will
be accompanied by reasonable detail in accordance with Sabre's customary
billing practices. Sabre will provide Customer additional information about
invoices as Customer reasonably requests and as Sabre customarily provides.
Sabre may offset payments owed by Customer to Sabre or its Affiliates against
any payments due to Customer under this Agreement.

         SECTION 10.2 TAXES. Customer will be responsible for and will pay for
any Taxes that are imposed on or determined by reference to (i) services or
property provided under this Agreement, (ii) payments (including Taxes) due to
Sabre pursuant to this Agreement or (iii) the execution, delivery,
notarization, recordation or other similar action with respect to this
Agreement; provided, however, Customer will not be responsible for Taxes
imposed on the net income of Sabre. All payments due to Sabre under this
Agreement will be made free and clear of any withholdings for present or
future Taxes. If Customer is required by law to make any deduction or
withholding of Taxes from any payment due to Sabre, then (i) Customer will
effect such deduction or withholding and remit such Taxes to the appropriate
taxing authority and (ii) the amount payable to Sabre upon which such
deduction or withholding is based will be increased to the extent necessary to
ensure that after such deduction or withholding Sabre is paid a net amount
equal to the amount Sabre would have been paid in the absence of such
deduction or withholding. Customer will provide Sabre with the original
receipt, a duplicate original receipt or a duly certified or authenticated
copy of the receipt, and copies of any cancelled check for any Taxes deducted
or withheld and remitted to the appropriate taxing authorities.

SECTION 10.3 INTEREST. If a Party fails to pay any amount when due, the
past-due amount will bear interest, until paid,
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], whichever is less. Such
interest will be payable as it accrues, upon demand.

         SECTION 10.4  AUDIT RIGHTS.


                                       6
<PAGE>
                                                                   CONFIDENTIAL


                  10.4.1 GENERAL. Auditors designated by Customer, and who
agree in writing to the security and confidentiality obligations and
procedures required by Sabre, will be provided with reasonable access to
Sabre's books and records to enable them to audit Sabre's calculations under
paragraph 5 of SCHEDULE 1. The auditors must be nationally recognized firms
and Customer may not designate any auditor who, in Sabre's reasonable opinion,
is a competitor of, or affiliated with a competitor of, Sabre or its
Affiliates.

                  10.4.2 PROCEDURES. Such audits may be conducted once a year
during reasonable business hours. Customer 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
Customer's auditors as reasonably necessary. 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.

                  10.4.3 RESULTS. Customer 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 in good faith (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.


                                   ARTICLE 11
                            SABRE SYSTEM AVAILABILITY

         SECTION 11.1 MAINTENANCE OF LICENSED SABRE GDS HOST FUNCTIONS. Sabre
will, at its own expense, maintain the Licensed Sabre Functions, so that the
Licensed Sabre Functions will be generally available for access by Customer.
Except as specifically provided in SECTIONS 11.2 and 11.3, Sabre will, at its
own expense, maintain the Licensed Sabre Functions so that the Licensed Sabre
Functions are reasonably available to Customer on a twenty-four (24) hour per
day, seven (7) days a week basis.

         SECTION 11.2 SCHEDULED UNAVAILABILITY. Customer acknowledges that
Sabre will need to make the Sabre System and Licensed Sabre Functions
unavailable from time to time in order to maintain the Sabre System and the
Databases used in connection with the Sabre System. Sabre may, from time to
time, schedule Sabre System unavailability in order to accomplish normal
system maintenance and implementation of software enhancements. Sabre will use
commercially reasonable efforts to give Customer as much prior notice as
practicable for scheduled unavailability.

         SECTION 11.3 CORRECTION OF PERFORMANCE PROBLEMS. Customer
acknowledges that Sabre Central Site hardware or software operational or
performance problems that diminish or render unavailable the Sabre System and
Licensed Sabre Functions will occur from time to time. In the event of any
failure of the Licensed Sabre Functions or the Sabre System, Sabre will use
commercially reasonable efforts to restore the Licensed Sabre Functions and
the Sabre System as soon as is reasonably practicable. The relative urgency of
repair will be determined by Sabre in good faith and in accordance with the
severity of the problem and the standards and procedures of Sabre.


                                   ARTICLE 12
                              TERM AND TERMINATION


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<PAGE>
                                                                   CONFIDENTIAL


         SECTION 12.1 TERM. The term of this Agreement will begin as of the
Effective Date and will continue for fifteen (15) years unless terminated
earlier as provided herein.

         SECTION 12.2 EARLY TERMINATION. In the event that Sabre is not one of
the top four (4) GDS's, based on North American market share, as determined by
the number of Bookings made in North America on airlines for transportation on
any and all city-pairs, in any given calendar year of this Agreement, Customer
may terminate this Agreement upon [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] prior written notice to Sabre delivered no later than [TEXT
OMITTED - CONFIDENTIAL TREATMENT REQUESTED] following the year in which Sabre
was not one of such top four (4) GDS's.

         SECTION 12.3 SABRE TERMINATION FOR EVENT OF DEFAULT. In the event of
an Event of Default by Customer, which remains uncured at the expiration of
the Cure Period, Sabre may terminate this Agreement and/or pursue any and all
other available remedies.

         SECTION 12.4 CUSTOMER TERMINATION FOR EVENT OF DEFAULT. In the event
of an Event of Default by Sabre which remains uncured at the expiration of the
Cure Period, Customer may terminate this Agreement and/or pursue any and all
other available remedies.

         SECTION 12.5 EVENTS OF DEFAULT BY CUSTOMER. Any of the following will
constitute an "EVENT OF DEFAULT" by Customer:

                  12.5.1 Any failure by Customer to pay any fee, charge or
payment that is due and owing under this Agreement;

                  12.5.2 Any other material breach by Customer of any of its
representations, warranties, obligations or covenants under this Agreement; or

                  12.5.3 If Customer: (i) is adjudicated bankrupt or insolvent
by a court of competent jurisdiction, (ii) substantially ceases to do
business, (iii) fails to pay its debts generally as they become due, or (iv)
takes steps to declare bankruptcy, wind up, dissolve or liquidate, or a
receiver, trustee or similar officer is appointed over (or a lien holder takes
possession of) all or a substantial part of Customer's property or assets, or
anything similar to any of the foregoing occurs in relation to Customer under
the laws of any jurisdiction.

         SECTION 12.6 EVENTS OF DEFAULT BY SABRE. Any of the following will
constitute an "EVENT OF DEFAULT" by Sabre:

                  12.6.1 Any failure by Sabre to pay any fee, charge or payment
that is due and owing under this Agreement;

                  12.6.2 Any other material breach by Sabre of any of its
representations, warranties, obligations or covenants under this Agreement; or

                  12.6.3 If Sabre: (i) is adjudicated bankrupt or insolvent by
a court of competent jurisdiction, (ii) substantially ceases to do business,
(iii) fails to pay its debts generally as they become due, or (iv) takes steps
to declare bankruptcy, wind up, dissolve or liquidate, or a receiver, trustee
or similar officer is appointed over (or a lien holder takes possession of)
all or a substantial part of Sabre's property or assets, or anything similar
to any of the foregoing occurs in relation to Sabre under the laws of any
jurisdiction.


                                       8
<PAGE>
                                                                   CONFIDENTIAL


         SECTION 12.7 CUSTOMER CROSS-TERMINATION RIGHTS. In the event that
Customer terminates the Development Services, under the Information Technology
Services Agreement between Sabre and Customer of even date herewith, as a
result of Sabre's material breach of its Development Services obligations, and
if such breach denies Customer the material benefits of this Agreement taken
as a whole, and the ITSA, taken as a whole, then Customer may terminate this
Agreement upon [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] written
notice to Sabre that is delivered within [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] following Customer's termination of the Information Technology
Services Agreement.

SECTION 12.8 TERMINATION ASSISTANCE. If Customer terminates this Agreement
under SECTION 12.7, Sabre will provide Customer with Termination Assistance
for the period of time requested by Customer, not to exceed [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] beginning on the date of termination under
SECTION 12.7. Customer will continue to pay all Fees during such period and,
for all Termination Assistance services that are in addition to those services
otherwise required of Sabre in this Agreement, Customer will pay Sabre at
Sabre's then current rates all additional fees and expenses incurred by Sabre
in connection with Sabre's performance of such services. This Agreement
remains in effect during the termination assistance period and applies to the
Termination Assistance Services. Customer will cooperate in good faith with
Sabre in connection with Sabre's obligations under this section.


                                   ARTICLE 13
                                 CONFIDENTIALITY

         SECTION 13.1 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, or as otherwise authorized by, this Agreement, including Sabre's provision
of information to Vendors and others required in connection with the
processing of Bookings. 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 set forth in this Section 13.1. The Party
employing or engaging such Persons is responsible and liable for their
compliance with such confidentiality obligations.

         SECTION 13.2 EXCEPTIONS.

                  13.2.1 Nothing in this Agreement shall be interpreted to
limit in any way Sabre's right to use, market, sell or publish any
Booking-related data subject only to any applicable laws or regulations.
Notwithstanding the preceding sentence, Sabre will not make available to any
entity not a party to the travel reservation transaction any personal
identifying information concerning a traveler contained in a PNR booked in the
Sabre System through Customer unless such traveler or Customer provides Sabre
with permission to do so, nor will Sabre make available to any other Party,
other than an airline, which utilizes the Sabre System to make reservations,
any Booking related data, detailed or aggregate, that identifies Customer
unless


                                       9
<PAGE>
                                                                   CONFIDENTIAL


Customer provides Sabre with permission to do so or Sabre is required by
applicable law or regulation to make such data available.

                  13.2.2 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.

         SECTION 13.3 RESIDUAL KNOWLEDGE. Each Party acknowledges that the
other may, as a result of its receipt of or exposure to the other Party's
Confidential Information, increase or enhance the knowledge and experience
retained in the unaided memories of its directors, employees, agents or
contractors. Notwithstanding anything to the contrary in this Agreement, a
Party and its directors, employees, agents or contractors may use and disclose
such knowledge and experience in such Party's business, so long as such use or
disclosure does not involve specific Confidential Information received from
the other Party. The disclosing Party will not have rights in such knowledge
and experience acquired by the recipient Party, nor rights in any business
endeavors of the recipient Party which may use such knowledge and experience,
nor rights to compensation related to the recipient Party's use of such
knowledge and experience.


                                   ARTICLE 14
                    LIMITED WARRANTIES AND LIMITED LIABILITY

         SECTION 14.1 DISCLAIMER OF WARRANTIES. SABRE AND ITS APPLICABLE
MANUFACTURERS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER
WITH RESPECT TO THE LICENSED SABRE FUNCTIONS, THE SABRE SYSTEM OR ANY
SOFTWARE, HARDWARE COMPONENT OR DATA. THE LICENSED SABRE FUNCTIONS, SABRE
SYSTEM, SOFTWARE, HARDWARE COMPONENTS AND DATA ARE PROVIDED "AS IS" AND "WITH
ALL FAULTS." THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW
OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR INTENDED USE OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF
COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE OR NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO REPRESENTATION OR OTHER
AFFIRMATION OF FACT WHICH IS NOT CONTAINED IN THIS AGREEMENT, INCLUDING
STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE
LICENSED SABRE FUNCTIONS, SABRE SYSTEM, HARDWARE COMPONENTS, SOFTWARE OR DATA,
WHETHER MADE BY SABRE OR OTHERWISE, WILL BE DEEMED TO BE A REPRESENTATION OR
WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF SABRE OR ANY
MANUFACTURER OR SUPPLIER.


                                       10
<PAGE>

                                                                   CONFIDENTIAL


         SECTION 14.2   SYSTEM PERFORMANCE FAILURES. IN THE EVENT OF ANY
FAILURE OF THE LICENSED SABRE FUNCTIONS OR THE SABRE SYSTEM FOR WHATEVER
REASON, THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WILL BE TO REQUIRE SABRE TO
USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE THE LICENSED SABRE FUNCTIONS
AND THE SABRE SYSTEM AS SOON AS IS REASONABLY PRACTICABLE. CUSTOMER
ACKNOWLEDGES AND ACCEPTS THE RISK OF SUCH FAILURES OF THE LICENSED SABRE
FUNCTIONS AND THE SABRE SYSTEM AND WAIVES ALL REMEDIES THEREFOR OTHER THAN ANY
RIGHT TO TERMINATE THIS AGREEMENT ARISING UNDER SECTION 12.4, AND AS OTHERWISE
SPECIFICALLY SET FORTH HEREIN.

         SECTION 14.3   INACCURACY OF DATA. NONE OF SABRE, REED ELSEVIER,
INC., THE PUBLISHER OF THE OFFICIAL AIRLINE GUIDE AND SUPPLIER OF CERTAIN DATA
PROVIDED UNDER THIS AGREEMENT, AND ANY OTHER PERSON PROVIDING DATA UNDER THIS
AGREEMENT: (1) WARRANTS THE ACCURACY, MERCHANTABILITY, OR THE FITNESS FOR A
PARTICULAR PURPOSE, OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY, OF ANY DATA PROVIDED UNDER THIS AGREEMENT, OR (2)
WILL BE LIABLE FOR ANY INJURY, LOSS, CLAIM OR DAMAGE CAUSED IN WHOLE OR IN
PART BY THE USE OF THE DATA, THE LICENSED SABRE FUNCTIONS OR THE SABRE SYSTEM,
WHETHER OR NOT ARISING BY REASON OF THE NEGLIGENCE OF ANY SUCH PERSON IN
PROCURING, COLLECTING, COMPILING, ABSTRACTING, INTERPRETING, COMMUNICATING,
PROCESSING OR DELIVERING ANY SUCH DATA. IN THE EVENT OF ANY INACCURACY OF ANY
DATA TRANSMITTED BY THE LICENSED SABRE FUNCTIONS OR THE SABRE SYSTEM, FOR
WHATEVER REASON, THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WILL BE TO REQUIRE
SABRE TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT SUCH ERRORS AS SOON AS
IS REASONABLY PRACTICABLE, TO THE EXTENT SUCH ERRORS ARE DUE TO CIRCUMSTANCES
UNDER SABRE'S DIRECT CONTROL. IN THE EVENT A PASSENGER USES A CONFIRMED TICKET
FOR AIR TRANSPORTATION PROPERLY ISSUED BY MEANS OF THE LICENSED SABRE
FUNCTIONS OR THE SABRE SYSTEM AND IS REFUSED CARRIAGE BECAUSE OF AN OVERSALE
OF SEATS OR THE LACK OF RECORD OF SUCH RESERVATION, THE SOLE REMEDY WILL BE AS
SET FORTH IN THE TARIFF OF THE REFUSING CARRIER OR APPLICABLE TERMS AND
CONDITIONS OF THE CARRIER'S CONTRACT OF CARRIAGE. CUSTOMER ACKNOWLEDGES AND
ACCEPTS THE RISK OF SUCH FAILURES OF THE LICENSED SABRE FUNCTIONS AND THE
SABRE SYSTEM AND INACCURACY OF DATA AND WAIVES ALL REMEDIES THEREFOR OTHER
THAN AS SPECIFICALLY SET FORTH HEREIN.

         SECTION 14.4   LIMITS OF LIABILITY. [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED]



                                   ARTICLE 15
                                 INDEMNIFICATION

         SECTION 15.1   INDEMNIFICATION BY CUSTOMER. Except for Claims which
Sabre has indemnified Customer against pursuant to SECTION 15.2, Customer
hereby agrees to indemnify, defend and hold harmless the Sabre Indemnitees
from and against Claims are threatened against, suffered by, accrued against,
charged to, or recoverable from any Sabre Indemnitee, by any

                                       11

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                                                                   CONFIDENTIAL


Person, to the extent arising out of or in connection with or by reason of any
Claim based on the use of the Sabre System by or through Customer (including
use of the Sabre System by Customer's End Users) and for misappropriation,
violation or infringement of any duly issued United States patent, or any
copyright, trademark, trade secret or other proprietary right relating to
Customer's business.

         SECTION 15.2   INDEMNIFICATION BY SABRE. Sabre hereby agrees to
indemnify, defend and hold harmless the Customer Indemnitees from and against
Claims which are threatened against, suffered by, accrued against, charged to,
or recoverable from any Customer Indemnitee, by any Person, based on a Claim
of infringement of any duly issued United States patent or infringement of any
copyright resulting solely from use of the Licensed Sabre Functions or arising
out of or in connection with or by reason of any Claim for misappropriation,
violation or infringement of any proprietary rights, trademarks, trade names
or service marks with respect to the use of the Sabre Marks as permitted
herein.

         SECTION 15.3   NOTIFICATION OF CLAIM. Each Indemnitee which is
entitled to indemnification will give prompt written notice to the
indemnifying Party of the receipt of any Claim or the commencement of any
action which is or may be covered by the indemnity. Upon receipt of such
notice the indemnifying Party will, at its election, assume the defense
thereof, with counsel acceptable to the Indemnitee, and the Indemnitee will,
if required for the purpose of such proceedings, lend its name to the
proceedings. The Indemnitee will not compromise or settle any such Claim nor
any proceedings pursuant thereto without the indemnifying Party's prior
written consent. In general, in the event of any third party Claims against
either Party related to the Licensed Sabre Functions or other subject matter
of this Agreement, the unaffected Party will provide all reasonable assistance
(without significant costs or devotion of resources) and access to documents
and information that the affected Party may request to resolve the Claim.



                                   ARTICLE 16
                        GOVERNING LAW; DISPUTE RESOLUTION

         SECTION 16.1   GOVERNING LAW. This Agreement will be governed by, and
construed and interpreted under, the laws of Texas without regard to any
conflicts of law rules.

         SECTION 16.2   ALTERNATIVE DISPUTE RESOLUTION. Any Dispute will be
resolved in accordance with the ADR Procedures set forth in ANNEX B to this
Agreement.

         SECTION 16.3   CHOICE OF FORUM. For any actions to enforce arbitral
awards issued in accordance with ANNEX B to this Agreement or to enforce the
Parties' compliance with the ADR Procedures in ANNEX B to this Agreement, each
Party consents to the exclusive jurisdiction of the competent courts in Fort
Worth, Texas, U.S.A. Each Party irrevocably waives any objection it may now or
hereafter have as to the venue of any such action or proceeding brought in any
such court or that such court is an inconvenient forum. Each Party hereby
waives personal service of process and consents that service of process upon
it may be made by certified or registered mail, return receipt requested, at
its address specified or determined in accordance with SECTION 17.1. Nothing
herein will affect the right to serve process in any other manner permitted by
law.

                                       12

<PAGE>

                                                                   CONFIDENTIAL


                                   ARTICLE 17
                                  MISCELLANEOUS

         SECTION 17.1   NOTICES. Any notice or communication required or
permitted to be given or made to a Party under this Agreement must be typed in
English and personally delivered to the office of the person identified below
or delivered by registered mail with confirmed receipt (postage prepaid) or
air courier or by telex, facsimile, cable, or telegram with confirmation copy
dispatched simultaneously by registered mail (or airmail if overseas) with
confirmed receipt (postage prepaid) to the following addresses:

If to Sabre:
                           Sabre Inc.
                           MD 4204
                           4255 Amon Carter Boulevard
                           Fort Worth, Texas 76155
                           URGENT ATTN: General Counsel
                           Telecopy: (817) 967-1215


If to Customer:
                           Travelocity.com LP
                           4200 Buckingham Blvd.
                           P.O. Box 1400
                           Fort Worth, Texas 76155
                           URGENT ATTN: General Counsel
                           Telecopy: (817) 967-1215


Notices delivered in the foregoing manner will be deemed effective on (i) the
day received if delivered personally or sent by courier; (ii) the Business Day
at the location of the recipient following the day received if sent by
facsimile, cable, telex or telegram, or (iii) the fourteenth (14th) day
following the date of dispatch by registered mail.

         SECTION 17.2   TITLES AND CAPTIONS. All article and section titles or
captions in this Agreement are for convenience only. They will not be deemed
part of this Agreement and in no way define, limit, extend, or describe the
scope or intent of any of their provisions.

         SECTION 17.3   BINDING EFFECT; ASSIGNMENT. This Agreement will be
binding upon and inure to the benefit of the Parties and their successors and
permitted assigns. Customer may not assign this Agreement without the prior
written consent of Sabre and any attempted assignment in contravention hereof
will be null and void AB INITIO.

         SECTION 17.4   INTEGRATION. This Agreement and the attachments hereto
constitute the entire agreement of the Parties pertaining to their subject
matter and supersede all prior agreements and understandings pertaining to
that subject matter, and this Agreement may not be amended, supplemented, or
rescinded, except in writing and signed by the authorized representatives of
each of the Parties. This Agreement does not supersede the other agreements
being executed by the Parties contemporaneously with the execution of this
Agreement, including the Information Technology Services Agreement,
Noncompetition Agreement, and Intellectual Property Agreement.

                                       13

<PAGE>

                                                                   CONFIDENTIAL


         SECTION 17.5   SURVIVAL. Notwithstanding anything to the contrary
contained herein, the rights and obligations under Sections 2.3, 5.1, 6.4,
9.1, 9.3, 9.7 and 10.2 and Articles 13 through 17 will survive the termination
of this Agreement for any reason whatsoever. Termination of this Agreement for
any cause will not release any Party from any liability, duty, or obligation
which at the time of termination has already accrued to any other Party or
which thereafter may accrue in respect of any act or omission prior to such
termination, nor will any such termination thereof affect in any way the
survival of any right, liability, duty, or obligation of the Parties which is
intended, expressly or impliedly, in accordance with the terms of this
Agreement to survive the termination hereof.

         SECTION 17.6   NO THIRD PARTY BENEFICIARIES. Except as specifically
provided therein, no provision of this Agreement will be for the benefit of or
be enforceable by third persons, including creditors of any Party.

         SECTION 17.7   NO PARTNERSHIP. The Parties do not intend this
Agreement to create a partnership, joint venture or fiduciary relationship or
any other business combination.

         SECTION 17.8   WAIVER. A waiver of a breach or other non-performance
of any covenant, duty, agreement, or condition of this Agreement will not be
asserted against a Party unless such waiver is in writing and signed by such
Party. Failure by any Party to insist upon the strict performance of or to
exercise any right or remedy consequent upon the breach of any covenant, duty,
agreement, or condition of this Agreement will not constitute a waiver of that
or any other failure to perform or breach of that or any other covenant, duty,
agreement, or condition. No waiver of a breach of any provision of this
Agreement by either Party will constitute a waiver of any subsequent breach of
the same or any other provision thereof.

         SECTION 17.9   MULTIPLE ORIGINALS. This Agreement may be executed in
counterparts or multiple originals, all of which together will constitute one
agreement binding on each Party.

         SECTION 17.10   INVALIDITY OF PROVISIONS. Except as specifically
provided in SECTION 17.13, any provision of this Agreement is or becomes
wholly or partly invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions will continue in force
unaffected, and the Parties will meet as soon as possible and negotiate in
good faith upon a replacement provision that is legally valid and that as
nearly as possible achieves the objectives of this Agreement and produces an
equivalent economic effect. A replacement provision will apply as of the date
that the replaced provision had become invalid, illegal, or unenforceable. If
the Parties cannot reach agreement after good faith negotiations, a Party may
invoke the arbitration procedures hereunder, and the arbitrators will have the
authority to determine a replacement provision that is legally valid and that
as nearly as possible achieves the objectives of this Agreement and produces
an equivalent economic effect; provided, however, that such determination may
not materially increase the payment or performance obligations of either Party.

         SECTION 17.11   COMPLIANCE WITH LAWS. The Parties will comply with
all applicable laws and no Party will perform any act, or be obligated to
perform any act that could either (i) result in any violation of any
applicable law or any regulation, rule, directive, or policy of any
Governmental Authority or (ii) result in any fine, penalty, retaliation or
sanction being imposed on any other Party, or their respective Affiliates.

         SECTION 17.12   FORCE MAJEURE. Except for the obligations to make
payment herewith, neither Party will be liable to the other in the event and
to the extent that performance by such

                                       14

<PAGE>

                                                                   CONFIDENTIAL


Party is delayed or prevented by FORCE MAJEURE; provided that in the event any
failure to pay results from a FORCE MAJEURE preventing the actual transfer of
funds (E.G., failure of communication lines for transfer of funds) such
obligation to pay will be suspended until such time as that particular FORCE
MAJEURE preventing the transfer of funds ends. The Party claiming the
existence of a FORCE MAJEURE will give notice to the other Party as soon as
practicable of the existence of the FORCE MAJEURE and will use commercially
reasonable efforts to bring the FORCE MAJEURE to an end as soon as possible.
If the FORCE MAJEURE continues for a period of [TEXT OMITTED CONFIDENTIAL
TREATMENT REQUESTED], the other Party will have the right, but not the
obligation, to terminate this Agreement upon [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] written notice.

         SECTION 17.13  SUBSEQUENT ACTS OF GOVERNMENT. In the event that there
is any change in the statutes of the United States of America or other
location governing the economic regulation of air transportation, or the sale
thereof, or governing the provision or operation of Computerized Reservations
Systems, or in the applicable rules, regulations, or orders of the U.S.
Department of Transportation, or of any other United States or other
government agency or department having jurisdiction over air transportation or
the sale thereof or GDSs, which causes any diminution of Sabre's ownership of
the Sabre System, or which materially increases either Party's payment or
performance obligations under this Agreement, or which otherwise materially
impairs the benefits to either Party under this Agreement, then the Parties
will commence consultation within [TEXT OMITTED CONFIDENTIAL TREATMENT
REQUESTED] in order to determine what, if any, changes to this Agreement are
necessary or appropriate, including early termination and cancellation of this
Agreement. If the Parties are unable to agree whether any change or changes
are necessary and proper, or as to the terms of such changes, to this
Agreement in light of the occurrences described above, and such failure to
reach agreement will continue for a period of [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] following the commencement of the consultations, then the
Party adversely affected by such change may terminate this Agreement upon
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] prior written notice.

         SECTION 17.14   ACQUISITIONS. If at any time during the term of the
Agreement, Customer purchases or otherwise acquires all of the assets of any
travel agency, or other Person, which utilizes the Sabre System, then such
travel agency, or other Person, shall be bound by the terms and conditions as
set forth in the Agreement in lieu of the terms and conditions set forth in
the other agreement then governing such Person's utilization of the Sabre
System. Notwithstanding the foregoing, all outstanding receivables at the time
of acquisition by Customer must be paid to Sabre prior to inclusion of the
acquired locations and/or equipment under the terms of the Agreement, unless
otherwise agreed to by both Parties. Customer and the acquired Person must
both notify Sabre in writing of the acquisition and must provide at a minimum
(i) the pseudo city code of acquired location(s), (ii) total number of
productive devices being acquired, and (iii) the effective date of the
acquisition.

*****







                                       15

<PAGE>

                                                                   CONFIDENTIAL


IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be
executed as of the date first written above.



                                         SABRE INC.



                                         By: /s/ Jeffrey M. Jackson
                                            -----------------------------------
                                         Name: Jeffrey M. Jackson
                                              ---------------------------------
                                         Title: Sr. V.P. and CFO
                                               --------------------------------



                                         TRAVELOCITY.COM LP

                                         By: TRAVELOCITY HOLDINGS, INC.,
                                                ITS GENERAL PARTNER



                                         By: /s/ Jeffrey M. Jackson
                                            -----------------------------------
                                         Name: Jeffrey M. Jackson
                                              ---------------------------------
                                         Title: Sr. V.P. and CFO
                                               --------------------------------



















                                       16

<PAGE>

                                                                   CONFIDENTIAL


                                     ANNEX A
                               DEFINITION APPENDIX

1.       RULES OF OTHER INTERPRETATION. The following rules of interpretation
apply to the Agreement, and are by this referenced incorporated into the
Agreement:

         1.1     the word "or" is not exclusive and the words "include" and
                 "including" are not limiting;

         1.2     the words "hereby", "herein", "hereof", "hereunder" or other
                 words of similar meaning refer to the entire Agreement;

         1.3     a reference to any agreement or other contract includes
                 permitted supplements, amendments and restatements;

         1.4     a reference to a law includes any amendment or modification to
                 such law and any rules or regulations promulgated thereunder
                 or any law enacted in substitution or replacement therefor;

         1.5     a reference to a Person includes any permitted successors and
                 assigns;

         1.6     a reference to an Article, Section, Annex, Exhibit or Schedule
                 which does not specify a particular agreement is to the
                 relevant Article, Section, Annex, Exhibit or Schedule of the
                 Agreement;

         1.7     a reference to an Article includes all Sections and
                 subsections contained in such Article, and a reference to a
                 Section or subsection includes all subsections of such Section
                 or subsection;

         1.8     all terms not otherwise defined herein shall have the meaning
                 commonly ascribed thereto in the GDS industry.

2.       DEFINITIONS. As used in the Agreement, the following terms shall have
the following meanings:

         "ADR PROCEDURES" means the alternative dispute resolution procedures
attached as Annex B to the Agreement.

         "AFFILIATE" means, with respect to any entity at any time, any Person
that is controlled by such entity or is under common control with such entity,
where "control" means, with respect to any Person, owning, directly or
indirectly, more than fifty percent (50%) of the capital stock (or other
ownership interest, if not a corporation) of such Person ordinarily having
voting rights or otherwise having the right or ability, by contract or
otherwise, to direct the management and policies of such Person.

         "AGREEMENT YEAR" means, starting on the Effective Date, each
consecutive twelve (12) month period of the Agreement.

                                       17

<PAGE>

                                                                   CONFIDENTIAL


         "BOOKING" means a Segment that obligates a Participant to pay a
Booking Fee to the GDS Operator and that is created in or processed through
the GDS, excluding a Segment canceled prior to the Segment Activity Date.

         "BOOKING FEES" means a fee charged by a GDS Operator to a Participant
pursuant to an agreement with such Participant for participation in the GDS,
as in effect from time to time.

         "BUSINESS DAY" means a day other than Saturday, Sunday, national
holidays in the United States, and December 30 through January 3.

         "CLAIMS" means any and all liabilities, damages, losses, expenses,
claims, demands, suits, fines or judgments including, but not limited to,
attorneys' fees, expert witness costs, court costs and expenses incident
thereto.

         "COMPETITOR GDS" means [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED]

         "CONFIDENTIAL INFORMATION" means any and all trade secrets,
proprietary and confidential information that is owned (jointly or severally)
by a Party and/or such Party's Affiliate, concerning its past, present or
future research, development, business activities or affairs (including,
without limitation, market intelligence), finances, properties, methods of
operation, processes and/or systems, which are reasonably considered by it to
be confidential. Such Confidential Information includes, without limitation,
the following: (i) the Sabre System (in the case of Sabre and its Affiliates);
(ii) any and all algorithms, routines, source codes, object codes, software
programs, export programs, computer processing systems and techniques employed
or used by the disclosing Party and any related items such as specifications,
layouts, flow charts, manuals, instruction books, and other like documentation
together with all data and know-how, technical or otherwise, included therein;
(iii) all documents, Databases, files, reports, drawings, plans, sketches,
equipment and the like related to or concerning past, present or future
research, development, business activities or affairs, prospects, finances,
properties, methods of operation, processes and/or systems of the disclosing
Party; (iv) any and all upgrades, enhancements, improvements, or modifications
to the foregoing; (v) PNRs provided by the disclosing Party; and any
information obtained by or supplied to a GDS Operator arising from the
Licensed Sabre Function relating to: marketing, sales and commercial data,
reports, comparative information, analysis, statistics and statistical reports
beyond information which the GDS Operator is obliged to furnish to a
Participant under the applicable rules of any aviation or governmental
authority governing the use of a GDS when invoicing such Participant; (vi) any
information, including, the Licensed Sabre Function functional specifications,
that is jointly developed by the Parties during the term of the Sabre License
Agreement; and (vii) the terms of this Agreement. Notwithstanding the
foregoing, the following will not constitute "Confidential Information" for
the purposes of the Agreement: (a) information which was already in the
receiving Party's possession prior to the date of the Agreement (unless the
receiving Party is prohibited from disclosing such information to a Person
other than the receiving Party by a contractual, legal or fiduciary obligation
to the disclosing Party) or that is independently developed by the receiving
Party without the use of any Confidential Information of the disclosing Party;
(b) information that is obtained from a third party who, insofar as is known
to the receiving Party, is not prohibited from transmitting the information to
the receiving Party by a contractual, legal or fiduciary obligation to the
disclosing Party; and (c) information which is or which becomes generally
available to the public, other than as a result of disclosure by the receiving
Party.

                                       18

<PAGE>

                                                                   CONFIDENTIAL


         "CONSOLIDATOR" means a Person that purchases or otherwise obtains
travel inventory from a Vendor at rates not generally available to travel
agents directly from the Vendor.

         "CURE PERIOD" means a period which expires [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] after receipt of written notice of an Event
of Default from a non-defaulting Party.

         "CUSTOMER" means Travelocity.com LP, a limited partnership organized
and existing under the laws of the State of Delaware, U.S.A. and having its
principal office at 4200 Buckingham Blvd., Fort Worth, Texas.

         "CUSTOMER COMMUNICATION NETWORK" means all communications line
circuits and equipment located between Customer and the Sabre Central Site.

         "CUSTOMER INDEMNITEES" means Customer and its Affiliates and their
respective directors, officers, employees and agents.

         "CUSTOMER MARKS" means all trademarks, service marks, trade names,
logos and trade dress and to identify or market Customer's products and
services.

         "DATABASE" means a set of computer data files used in or generated by
the operation of a GDS.

         "DISPUTE" means any dispute, claim or controversy of any kind or
nature arising under or in connection with the Agreement and any related
agreements between any of the Parties.

         "DOLLARS" or "$" means the lawful currency of the United States of
America.

         "EFFECTIVE DATE" means March 7, 2000, at a time on such date
immediately after giving effect to the consummation of the transactions
described in that Bill of Contribution, Assignment and Assumption Agreement,
dated March 7, 2000, between Sabre Inc. and Travelocity.com LP.

         "END USERS" means individuals who desire to create their own personal
Bookings and/or have their Bookings made through Customer.

         "EVENT OF DEFAULT" has the meaning assigned to that term in SECTIONS
12.4 AND 12.5 of the Agreement.

         "FEES" has the meaning assigned to that term in SECTION 10.1 of the
Agreement.

         "FORCE MAJEURE" means acts of God, war, warlike conditions, strikes
or other labor disputes, work stoppage, fire, flood, valid or invalid acts of
government or any other cause, whether similar or dissimilar, beyond the
reasonable control of the Party.

         "GDS" or "GLOBAL DISTRIBUTION SYSTEM" means a computer system which
collects, stores, processes, displays and distributes information concerning
air and ground transportation, lodging and other travel related products and
services offered by system Participants and which enables users of the GDS to,
among other things, (i) reserve or otherwise confirm the use of, or make
inquiries or obtain information in relation to, such products and services,
and/or (ii) issue tickets for the acquisition or use of such products and
services.

                                       19

<PAGE>

                                                                   CONFIDENTIAL


         "GDS OPERATOR" means a Person who operates, markets or distributes a
GDS.

         "GOVERNMENTAL AUTHORITY" means any:

                  (a)  nation, state, county, city, town, village, district, or
         other jurisdiction of any nature;

                  (b)  federal, state, local, municipal, foreign, or other
         government;

                  (c)  governmental or quasi-governmental authority of any
         nature (including any governmental agency, branch, department,
         official, or entity and any court or other tribunal);

                  (d)  multi-national organization or body; or

                  (e)  body exercising, or entitled to exercise, any
         administrative, executive, judicial, legislative, police, regulatory,
         or taxing authority or power of any nature.

         "INDEMNITEE" means, collectively, the Sabre Indemnitees and the
Customer Indemnitees.

         "INFORMATION TECHNOLOGY SERVICES AGREEMENT" means that certain
Information Technology Services Agreement, dated the date hereof, between
Sabre and Customer.

         "LICENSE" means the rights granted pursuant to SECTION 2.1 of the
Agreement.

         "LICENSED SABRE FUNCTIONS" means all existing and future Sabre Host
Functions, including Subscriber Sabre, Professional Sabre, WorldFare, SHAARP
Plus, CARS Plus, FLIFO, and Vendor reservations, and including any Sabre
Enhancements.

         "MESSAGE" means a grouping of up to [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED] characters, or such other number of characters that is
Sabre's standard message length for Sabre's customers generally, transmitted
to the Sabre System whether such transmission is made in the Sabre System
through manual or automated means. Each such transmission to the Sabre System
from Customer constitutes one Message.

         "PARTICIPANT" means a Vendor which has an agreement with a GDS
Operator for the display of information regarding its products or services in
such Operator's GDS.

         "PARTICIPATION AGREEMENT" means the form of agreement between Sabre
and a Vendor for the sale of such Vendor's travel products or the distribution
of its information through the Sabre System which may be in effect from time
to time.

         "PARTY" means each of the signatories to the Agreement, as the case
may be, and their permitted successors and assignees.

         "PERSON" means any individual, corporation, limited liability
company, partnership, firm, joint venture, association, joint-stock company,
trust, estate, unincorporated organization, Governmental Authority or other
entity.

         "PNR" means a passenger name record residing on a GDS.

                                       20

<PAGE>

                                                                   CONFIDENTIAL


         "PROHIBITED SEGMENT" means a Segment for which no corresponding space
has been reserved within the transporting carrier's internal reservation
system.

         "SABRE" means Sabre Inc., a corporation organized and existing under
the laws of the State of Delaware, U.S.A. and having its principal office at
4255 Amon Carter Boulevard, Fort Worth, Texas 76155, U.S.A.

         "SABRE CENTRAL SITE" means Sabre's data processing operation and
computer facilities located in Tulsa, Oklahoma or such other location or
locations as may be determined by Sabre from time to time.

         "SABRE ENHANCEMENTS" means any improvements, enhancements or
modifications to the Licensed Sabre Functions.

         "SABRE HOST FUNCTIONS" means Sabre GDS software functions for which
the implementing software resides on the Sabre Central Site.

         "SABRE INDEMNITEES" means Sabre and its Affiliates and their
respective directors, officers, employees and agents.

         "SABRE LICENSEE" means a Person that has entered into an agreement to
utilize the Sabre System for the purpose of making Bookings or any other
transactions.

         "SABRE MARKS" means all trademarks, service marks, trade names, logos
and trade dress used to identify or market the Sabre GDS, in any form, and the
Sabre System.

         "SABRE PARTICIPANT" means a Vendor that has entered into a Sabre
Participation Agreement.

         "SABRE SYSTEM" means Sabre's GDS which collects, stores, processes,
displays and distributes information through computer terminals concerning air
and ground transportation, lodging and other travel related products and
services offered by Vendors and which enables (i) Sabre Licensees or their End
Users to reserve or otherwise confirm the use of, or make inquiries or obtain
information in relation to, such products and services and/or (ii) Sabre
Licensees to issue tickets for the acquisition or use of such products and
services.

         "SEGMENT" means: (a) for airline Bookings, each separate flight
segment reservation identified by a separate flight number in a PNR,
multiplied by the number of passengers booked in such PNR for such flight
segment; (b) for hotel Bookings, each separate reservation that is processed
through Sabre SHAARP with an action code status HK, KK or KL regardless of the
number of rooms, suites or other accommodations or the number of persons or
the duration of the stay; (c) for car rental Bookings, each separate
reservation that is processed through Sabre CARS with an action code status
HK, KK or KL regardless of the number of vehicles or persons or the duration
of the rental; and (d) for any other product or service, each separate
reservation for such product or service that is processed through Sabre with
an action code status HK, KK or KL regardless of the number of products or
services or the number of persons or the duration of the products or services.
The term Segment does not include Prohibited Segments.

         "SEGMENT ACTIVITY DATE" means the date listed in a PNR as the date of
travel or other use for the relevant Segment.

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                                                                    CONFIDENTIAL


         "SHELL BOOKINGS" means a Booking that is placed with a false name in
anticipation of filling the Booking with another person later.

         "SPECULATIVE BOOKINGS" means a Booking made without the intent of
traveling, such as booking more than an End User plans to use, or booking one
person for two flights at the same time.

         "TAXES" means any present or future taxes (including taxes denominated
as income taxes, franchise taxes, corporation taxes, withholding taxes, gross
receipts taxes, excise taxes (including federal excise taxes), doing business
taxes, capital taxes, net worth taxes, asset taxes, social security or social
contribution taxes, stamp taxes, transaction taxes, transfer taxes,
telecommunications taxes and assessments, exchange taxes, documentary taxes,
sales taxes, use taxes, or value added taxes), levies, imposts, duties, fees,
assessments or other Fees, and all interest, penalties or similar liabilities
with respect thereto, of whatever nature now or hereafter imposed by any
jurisdiction or any Governmental Authority.

         "TERMINAL ADDRESS" means an assigned concurrent communication session
between Customer and the Sabre System through which Customer is capable of
accessing the Sabre System.

         "TERMINATION ASSISTANCE" means the following services: (a) Sabre will
continue to perform any or all of the services then being performed by Sabre
under this Agreement; (b) Sabre will develop, with the assistance of Customer, a
plan for the transition of the services from Sabre to Customer or Customer's
designee; and (c) Sabre will assist Customer with the transition of services
from Sabre to Customer or Customer's designee.

         "TRAVEL SERVICE SEGMENT" means a Sabre System Booking with an action
status code of GK, GL, BK, BL, HN, YK, HK*, or HL*.

         "VENDOR" means any air carrier (including all scheduled, charter,
domestic and international airlines), car rental company, surface transportation
carrier, hotel or lodging provider, railroad, steamship company, cruise or tour
operator or other vendor of travel-related products, information or services
(but excluding any such Person while operating as a travel agency or any such
person operating as a GDS).


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ANNEX B
DISPUTE RESOLUTION PROCESS

1.       CERTAIN DEFINITIONS

THIS SECTION 1 SETS FORTH CERTAIN DEFINITIONS USED IN THIS DISPUTE RESOLUTION
PROCESS. OTHER CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN 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)      Either Party may submit the Dispute to mediation as
                           outlined in Section 3 of this Annex.

                  (ii)     If a Dispute is not resolved by mediation, then
                           either Party may submit the Dispute to binding
                           arbitration in accordance with Section 4 of this
                           Annex.

                  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 Schedule.

3.       MEDIATION.

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

         (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.


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                                                                    CONFIDENTIAL


         (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.

4.       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 ten (10) days after the demand for
                  arbitration was filed (and do not agree to an extension of
                  that ten-day period), 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.


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                                                                    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 4. The
                  Parties and the panel may, however, agree to vary the
                  provisions of this Section 4 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 4 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 4 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


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<PAGE>
                                                                    CONFIDENTIAL


                  (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 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
                  4.

         (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.

5.       RECOURSE TO COURTS.

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

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

         (b)      seek provisional or temporary injunctive relief, in response
                  to an actual or impending breach of the Agreement 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 4 of this Annex.

6.       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.

7.       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 Annex.

8.       EXCLUSIVE REMEDY.


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<PAGE>
                                                                    CONFIDENTIAL


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 Annex 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. Nothing in this Annex prevents the Parties from
exercising their rights to terminate the Agreement in accordance with the
Agreement.

9.       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 THE AGREEMENT, SABRE
WILL CONTINUE TO PROVIDE THE SERVICES DURING ANY DISPUTE RESOLUTION PROCEEDINGS
(WHETHER INFORMAL OR FORMAL) COMMENCED PURSUANT TO THIS ANNEX 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 SCHEDULE. 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
THE AGREEMENT.

10.      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.


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<PAGE>
                                                                    CONFIDENTIAL


                                     ANNEX C
               [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       28
<PAGE>
                                                                    CONFIDENTIAL


                                   SCHEDULE 1
                                FEES AND CHARGES


1. BOOKING PAYMENT. For Bookings made in the Sabre System by or through Customer
(including by Customer's End users), Sabre will pay Customer a Booking payment
("BOOKING PAYMENT"), on a monthly basis, as follows:

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

2. PNR REFERRAL PAYMENT. In the event Customer refers PNRs created in the Sabre
System to a Sabre travel agency for ticketing and in lieu of paying the Booking
Payment and the Marketing Payment, Sabre will pay Customer a PNR referral
payment ("PNR REFERRAL PAYMENT"), on a monthly basis, equal to [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] per referred PNR.

3. MESSAGE FEES. Sabre will charge, and Customer will pay, Message fees
("MESSAGE FEES") under this Agreement. Message Fees for each month under this
Agreement will be based on [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         (a) For the initial Agreement Year, the per Message rates for the
following message categories ("INITIAL MESSAGE CATEGORIES") will be as follows:

                  (i) "basic" (all non-pricing Messages including availability
                  and PNR): [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED];
                  (ii) "fare pricing" (including FareQuote and FareLed): [TEXT
                  OMITTED CONFIDENTIAL TREATMENT REQUESTED]; and
                  (iii) "search pricing" (including Trip Search and
                  BargainFinder Plus): [TEXT OMITTED - CONFIDENTIAL TREATMENT
                  REQUESTED].

                  See Attachment A for additional detail on the Initial Message
                  Categories.

For each subsequent Agreement Year thereafter, the per Message rates for each
Initial Message Category will equal the lesser of [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED].

         (b) In the event Sabre develops in good faith new message categories
other than the Initial Message Categories, or changes the composition of the
Initial Message Categories, Sabre may implement and charge Customer at Sabre's
then-existing prevailing rates, for such new or modified message categories, so
long as Sabre provides Customer with [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] advance written notice thereof.
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

4. TERMINAL ADDRESS FEES. For the initial Agreement Year, Sabre will charge, and
Customer will pay, a monthly fee of [TEXT OMITTED - CONFIDENTIAL TREATMENT
REQUESTED] per Terminal Address ("TA FEES"). For each subsequent Agreement Year
thereafter, Sabre will charge, and Customer will pay, per Terminal Address, TA
Fees equal to the lesser of [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].
If Sabre later implements, for its customers generally, a cost recovery system
that is not based upon the number of Terminal Addresses, then (following written


                                       1
<PAGE>

notice to Customer) Sabre's charges, and Customer's payments, under this
Paragraph 5 will be modified by Sabre to be consistent with the new cost
recovery system.

[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

8. MARKETING PAYMENT. In consideration for Customer's performance of its
obligations under Section 7.1 of this Agreement, Sabre will pay Customer a
marketing payment ("MARKETING PAYMENT") based on Sabre System Bookings, on a
monthly basis, as follows:

         (a) For Sabre System Bookings other than cruise and tour Bookings,
Sabre will pay Customer a per Booking fee equal to [TEXT OMITTED - CONFIDENTIAL
TREATMENT REQUESTED];

         (b) For Sabre System cruise Bookings, Sabre will pay Customer a per
Booking fee equal [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]; and

         (c) For Sabre System tour Bookings, Sabre will pay Customer a per
Booking fee equal to [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED].

9. TRAINING. All training provided by Sabre under this Agreement will be charged
to and paid for by Customer at Sabre's prevailing rate. In addition, Customer
will pay for all associated costs relating to travel, accommodation and
incidental expenses of Sabre personnel.

10. IMPLEMENTATION AND CONSULTING FEES AND COSTS. All labor expended by Sabre
personnel or agents in performing implementation and consulting services under
this Agreement will be charged to and paid for by Customer at the rate mutually
agreed to by the Parties. In addition, Customer will pay for: (a) all associated
costs relating to travel, accommodation and incidental expenses of Sabre
personnel incurred in connection with performing such implementation and
consulting services; and (b) all non-labor components of such services (e.g.,
equipment or third party software) on a cost plus basis. The parties agree that
all such non-labor components of such services (e.g., equipment or third party
software) purchased by Sabre in furtherance of this Agreement is purchased
solely for resale to Customer.

11. FEE EXCLUSIONS. Notwithstanding anything to the contrary in this Agreement,
Sabre will not charge Customer for the services and products listed below:

         (a) [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED];

         (b) [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED];

         (c) [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

         (d) [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

12. PAYMENTS. All amounts payable by Sabre to Customer under this Agreement will
be payable within [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED] after the
applicable month related to such payment. All amounts payable by Customer to
Sabre under this Agreement will be due and payable within [TEXT OMITTED -
CONFIDENTIAL TREATMENT REQUESTED] of Sabre's invoice, without setoff of
counterclaim.


                                       2
<PAGE>
                                                                    CONFIDENTIAL


[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       3
<PAGE>
                                                                    CONFIDENTIAL


                                  ATTACHMENT A
[TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


                                       4