Exhibit
10.12(g)  FIRST AMENDMENT
AND RESTATEMENT OF OPERATIVE AGREEMENTS   Dated as of
December 15, 1999   among   SABRE INC., as the
Construction Agent and as the Lessee,   FIRST SECURITY
BANK, NATIONAL ASSOCIATION, not individually,
except as expressly stated herein, but
solely as the Owner Trustee under the TSG
Trust 1999-1,   THE VARIOUS BANKS
AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Holders,   THE VARIOUS BANKS
AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
HERETO FROM TIME TO TIME, as the Lenders,   and   BANK OF AMERICA,
N.A., as the Agent for
the Lenders and respecting the
Security Documents, as the Agent for
the Lenders and the Holders, to the extent of
their interests  
  BANC OF AMERICA
SECURITIES LLC, as Lead Arranger
and Sole Book Manager  
   FIRST AMENDMENT
AND RESTATEMENT
OF OPERATIVE AGREEMENTS  THIS FIRST AMENDMENT AND RESTATEMENT OF OPERATIVE
AGREEMENTS dated as of December 15, 1999 (this Amendment) is by and
among SABRE INC., a Delaware corporation (the Lessee or the Construction
Agent); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, not individually (in its individual capacity, the Trust
Company), except as expressly stated in the Participation Agreement (hereinafter
defined), but solely as the Owner Trustee under the TSG Trust 1999-1 (the Owner
Trustee, the Borrower or the Lessor); the various banks
and other lending institutions which are parties to the Participation Agreement
from time to time as holders of certificates issued with respect to the TSG
Trust 1999-1 (subject to the definition of Holders in Appendix A to the
Participation Agreement, individually, a Holder and collectively, the
Holders); the various banks and other lending institutions which are
parties to the Participation Agreement from time to time as lenders (subject to
the definition of Lenders in Appendix A to the Participation Agreement,
individually, a Lender and collectively, the Lenders); and
BANK OF AMERICA, N.A., a national banking association, as the agent for the
Lenders and respecting the Security Documents, as the agent for the Lenders and
the Holders, to the extent of their interests (in such capacity, the Agent).  Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings set forth in Appendix A
to the Participation Agreement.  W I T N E S S E T
H  WHEREAS, the parties to this Amendment are parties to
that certain Participation Agreement dated as of September 14, 1999 (as
previously or hereinafter amended, modified, extended, supplemented, restated
and/or replaced from time to time, the Participation Agreement),
certain of the parties to this Amendment are parties to that certain Credit
Agreement dated as of September 14, 1999 (as previously or hereinafter amended,
modified, extended, supplemented, restated and/or replaced from time to time,
the Credit Agreement), certain of the parties to this Amendment are
parties to that certain Trust Agreement dated as of September 14, 1999 (as previously
or hereinafter amended, modified, extended, supplemented, restated and/or
replaced from time to time, the Trust Agreement), certain of the
parties to this Amendment are parties to that certain Security Agreement dated
as of September 14, 1999 (as previously or hereinafter amended, modified,
extended, supplemented, restated and/or replaced from time to time, the Security
Agreement), certain of the parties to this Amendment are parties to that
certain Lease Agreement dated as of September 14, 1999 (as previously or
hereinafter amended, modified, extended, supplemented, restated and/or replaced
from time to time, the Lease Agreement) and certain of the parties to
this Amendment are parties to the other Operative Agreements relating to a $210
million lease facility (the Facility) that has been established in
favor of the Lessee;  WHEREAS, the Lessee has requested certain
modifications to the Participation Agreement, the Credit Agreement, the Trust
Agreement, the Security Agreement, the Lease Agreement and the other Operative
Agreements in connection with the Lessees request to  
   increase the size of the Facility from $210 million to $310 million,
such additional amount to be used (subject to the satisfaction of applicable
conditions precedent) for the acquisition and development of the Cherokee
Property (defined below);  WHEREAS, the parties to this Amendment have further
agreed to amend the Lease Agreement to modify the provisions governing a
purchase by the Lessee of one or more Properties;  WHEREAS, the parties to this Amendment have agreed to
the requested modifications on the terms and conditions set forth herein;  NOW, THEREFORE, IN CONSIDERATION of the premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:  1.Section
5.3(t) to the Participation Agreement is hereby amended and restated in its
entirety to read as follows:  (t)the
Construction Agent shall have caused an appraisal regarding each such Property
evidencing an appraised amount equal to at least ninety percent (90%) of (i)
(A) the Property Cost to be funded by the Lenders and the Holders on the
Property Closing Date for the Property located in or near Southlake, Texas,
including without limitation approximately 25 acres of land and the existing
office building of approximately 400,000 square feet and parking garage located
thereon (collectively, the Constructed Property), and (B) the
anticipated Property Cost for the other Property located in or near Southlake,
Texas, including the Land, Improvements and Equipment on or about such
Property, or to be constructed and/or obtained in connection therewith,
including without limitation approximately 156 acres of Land and the
to-be-constructed office building of approximately 500,000 square feet to be
located thereon (collectively, the Undeveloped Property) and (ii) the
Property Cost to be funded by the Lenders and the Holders on the Property
Closing Date for the Cherokee Property.  2.New
Sections 5.12 and 5.13 are hereby added to the Participation Agreement as
follows:  5.12Ground
Leases.  Notwithstanding
any provision in the Operative Agreements to the contrary, properties subject
to ground leases in favor of the Lessor as a direct or indirect ground lessee
are eligible for inclusion as Properties under the Operative Agreements; provided,
(a) each such ground lease must be on terms and conditions that are acceptable
to the Agent in its reasonable discretion, (b) a first priority, perfected
Lien, deed of trust and mortgage, with power of sale, on all right, title and
interest of the Lessee, the Construction Agent and any Affiliate of either such
entity having an interest in any such property subject to a ground lease shall
be granted in favor of the Agent as security for the obligations of the Lessee
and/or the Construction Agent pursuant to the Operative  2 
   Agreements, (c) the
Lessee shall be, and hereby is, responsible for (i) the payment of any and all
rent and other payment obligations pursuant to each such ground lease as
Supplemental Rent (except that during the Construction Period for any Property
subject to any such ground lease, the rent and other payment obligations
pursuant thereto shall be eligible for funding as Construction Advances) and
(ii) the performance of any and all non-payment obligations pursuant to each
such ground lease and (d) with respect to each property subject to a ground
lease, on the Property Closing Date therefor, the date of each subsequent
Advance and each Rent Commencement Date, (i) the Lessee shall be deemed to have
given a representation and warranty that (A) the Lessee has good and
indefeasible fee simple title to such property and (B) the Lessee has granted to
the Lessor a valid leasehold interest in such property pursuant to a ground
lease satisfying the provisions of this Section 5.12 as of the Property Closing
Date therefor but (ii) except as specified in Section 5.12(d)(i), no other
representation or warranty of title regarding such property shall be deemed to
be given by the Lessee.  Each property
subject to a ground lease in favor of the Lessor is hereby deemed to be
sub-ground leased from the Lessor to the Lessee.  5.13Recordation
of Mortgage Instrument for the Cherokee Property.  Notwithstanding
any provision in the Operative Agreements to the contrary, no Mortgage
Instrument shall be recorded with respect to the Cherokee Property unless and
until a Lease Default or a Lease Event of Default shall have occurred and be
continuing and at such time, the Lessee shall have caused to be delivered to
the Agent title insurance commitments to issue policies respecting the Cherokee
Property, with such endorsements as are available that the Agent deems
necessary, in favor of the Lessor and the Agent from a title insurance company
acceptable to the Agent in its reasonable discretion, but only with such title
exceptions thereto as are acceptable to the Agent in its reasonable
discretion.  3.Section
8.3(h) to the Participation Agreement is hereby amended and restated in its
entirety to read as follows:  The
Lessee hereby covenants and agrees that the Constructed Property, the
Undeveloped Property and the Cherokee Property shall be the only Properties
subject at any time to the Operative Agreements.  4.Appendix
A to the Participation Agreement is hereby amended to modify the following
defined terms as follows:  Asset
Disposition shall mean and include the sale, lease or other disposition of any
property or asset (including without limitation the Capital Stock of a
Subsidiary) by Lessee or any Consolidated Subsidiary; but for purposes hereof
shall not include, in any event, (a) the sale of inventory in the ordinary
course of business, (b) the sale or disposition of machinery and equipment
no longer used or useful in the conduct of business, (c) a sale, lease,
transfer or disposition of property or assets by Lessee to any Consolidated
Subsidiary or by any Consolidated Subsidiary to Lessee, (d) a sale, transfer  3 
   or other disposition of
Securitization Receivables in connection with a Permitted Securitization
Transaction or (e) any ground lease of a Property to Lessor in accordance with
Section 5.12.  Holder
Commitments shall mean $10,230,000, as such amount may be increased or reduced
from time to time in accordance with the provisions of the Operative
Agreements; except that if there is more than one (1) Holder, the Holder
Commitment of each Holder shall be as set forth in Schedule I to
the Trust Agreement as such Schedule I may be amended and replaced
from time to time.  Lender
Commitments shall mean $299,770,000, as such amount may be increased or
reduced from time to time in accordance with the provisions of the Operative
Agreements; except that if there is more than one (1) Lender, the Lender
Commitment of each Lender shall be as set forth in Schedule 2.1 to
the Credit Agreement as such Schedule 2.1 may be amended and
replaced from time to time.  Permitted
Facility shall mean the Constructed Property, the Undeveloped Property and the
Cherokee Property.  5.Appendix
A to the Participation Agreement is hereby amended to add the following
defined term:  Cherokee
Property shall mean the property consisting of approximately sixty-seven (67)
acres of land and the to-be-constructed data center of approximately 175,000
square feet to be located thereon, all to be located in Tulsa County,
Oklahoma.  6.Schedule
I to the Trust Agreement is hereby amended and restated in its entirety to
read as Schedule I attached hereto.  7.Schedule
2.1 to the Credit Agreement is hereby amended and restated in its entirety
to read as Schedule 2.1 attached hereto.  8.Sections
20.1and 20.2 of the Lease Agreement are hereby amended to include the following
sentence at the beginning of each such Section:  Notwithstanding
any provision in Article XX or in any other provision of any Operative
Agreement to the contrary, Lessee may not (through the exercise of the Purchase
Option or otherwise) purchase or acquire one or more Properties so that
(subsequent to any such purchase or acquisition) the only Property then leased
under the Lease Agreement is the Cherokee Property.  9.This
Amendment shall be effective upon satisfaction of the following conditions:  (a)execution
and delivery of this Amendment by the Lessee, the Lessor, the Owner Trustee,
the Agent, the Lenders and the Holders, and execution and delivery of  4 
   such other documents, agreements
or instruments deemed necessary or advisable by the Financing Parties;  (b)receipt
by the Agent of an officers certificate of the Lessee (in form and substance
reasonably satisfactory to the Financing Parties) certifying that a resolution
has been adopted by the Lessees Board of Directors approving and authorizing
the execution, delivery and performance of this Amendment, specifying that no
Lease Default or Lease Event of Default shall have occurred and be continuing,
specifying that the representations and warranties of the Lessee set forth in
the Participation Agreement are true and correct (except for any such
representations and warranties which relate solely to an earlier time) and
certifying as to the incumbency of the officers of the Lessee executing this
Amendment; and  (c)receipt
by the Agent of a legal opinion from counsel for the Lessee (in form and
substance reasonably satisfactory to the Financing Parties).  For purposes of determining compliance with the
conditions specified in this Section 9, each Financing Party shall be deemed to
have consented to, approved or accepted or to be satisfied with (unless such
Financing Party has objected in writing pursuant to a notice delivered to the
Agent at its address specified in Schedule 12.2 to the Participation
Agreement prior to the date as of which this Amendment becomes effective) each
document or other matter either sent by Agent to such Financing Party for
consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to such Financing
Party.  10.Within
ten (10) days of any receipt from the Agent of any requested documentation, the
Lessee shall promptly cause to be executed, acknowledged or delivered all such
further conveyances and documents as the Agent may reasonably request in order
to carry out and effectuate the intent and purposes of this Amendment, the
other Operative Agreements and the transactions contemplated hereby and thereby
(including, without limitation, the preparation, execution and filing of any
and all Uniform Commercial Code financing statements, the filing of Mortgage
Instruments and other filings or registrations which the Agent hereto may from
time to time request to be filed or effected).  11.The
parties hereto agree that, notwithstanding any heading or title to this
Amendment, all of the terms and provisions of the Operative Agreements
(including Schedules and Exhibits thereto) shall remain in full force and
effect except as modified by this Amendment. 
All references in any Operative Agreement to the Operative Agreements
shall henceforth include references to the Operative Agreements, as modified
and amended by this Amendment, and as may, from time to time, be further
amended or modified in accordance with the terms thereof.  12.The
Borrower and the Lessee, as applicable, affirm the liens and security interests
created and granted in the Security Agreement and in any other Operative
Agreement and agree that this Amendment shall in no manner adversely affect or
impair such liens and security interests.  5 
   13.The
Lessee agrees to pay all reasonable costs and expenses of the Agent in
connection with the preparation, execution and delivery of this Amendment,
including, without limitation, the reasonable fees and expenses of Moore &
Van Allen, PLLC.  14.This
Amendment may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed an original, and it shall not be
necessary in making proof of this Amendment to produce or account for more than
one such counterpart.  15.THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TEXAS, EXCEPT (A) THAT TO THE EXTENT THIS AMENDMENT AMENDS THE
TRUST AGREEMENT, SUCH PORTION OF THIS AMENDMENT AMENDING THE TRUST AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF UTAH, AND (B) EACH MORTGAGE INSTRUMENT AND GROUND
LEASE EXECUTED WITH RESPECT TO THE CHEROKEE PROPERTY SHALL BE GOVERNED BY AND
CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
OKLAHOMA.  [Remainder of Page
Intentionally Left Blank]  6 
   IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.   CONSTRUCTION AGENT AND
  LESSEE:
  SABRE INC., as the
  Construction Agent and as the LesseeBy:
  /s/ Jeffery M. JacksonName:
  Jeffery M. JacksonTitle:
  Exec VP & Chief
  Financial Officer  [signatures pages
continue]   7 
    OWNER TRUSTEE AND
  LESSOR:
  FIRST SECURITY BANK,
  NATIONAL ASSOCIATION, not individually, except as expressly stated herein,
  but solely as the Owner Trustee under the TSG Trust 1999-1By:
  /s/ Val T. OrtonName:
  Val T. OrtonTitle:
  Vice President   8 
    AGENT AND LENDERS:
  BANK OF AMERICA, N.A.,
  as a Lender and as the AgentBy:
  /s/ Kevin C. LeaderName:
  Kevin C. LeaderTitle:
  Managing Director   9 
    CITIBANK, N.A., as a
  LenderBy:
  /s/ Michael BosterName:
  Michael BosterTitle:
  Vice President   10 
     FIRST UNION NATIONAL
  BANK, as a LenderBy:
  /s/ Paul L. MenconiName:
  Paul L. MenconiTitle:
  Vice President    11 
    BANCA COMMERCIALE
  ITALIANA - LOS ANGELES FOREIGN BRANCH, as a LenderBy:
  /s/ Edward BermantName:
  Edward BermantTitle:
  First Vice President
  & Deputy ManagerBy:
  /s/ Jack DickerhofName:
  Jack DickerhofTitle:
  Vice President    12 
     MORGAN GUARANTY TRUST
  COMPANY OF 
  NEW YORK, as a LenderBy:
  /s/ Robert BattamediName:
  Robert BattamediTitle:
  Vice President    13 
     SUNTRUST BANK, ATLANTA,
  as a LenderBy:
  /s/ Deborah S. ArmstrongName:
  Deborah S. ArmstrongTitle:
  Vice President    14 
    THE BANK OF NEW YORK,
  as a LenderBy:
  /s/ Mark T. FamiloName:
  Mark T. FamiloTitle:
  Vice President    15 
    WELLS FARGO BANK
  (TEXAS), N.A., as a LenderBy:
  /s/ Brent BertinoName:
  Brent BertinoTitle:
  Vice President    16 
    KBC BANK N.V., as a
  LenderBy:
  /s/ Robert SnaufferName:
  Robert SnaufferTitle:
  First Vice PresidentBy:
  /s/ Robert M. Surdam,
  Jr.Name:
  Robert M. Surdam, Jr.Title:
  Vice President    17 
    HOLDERS:
  BANK OF AMERICA, N.A.,
  as a HolderBy:
  /s/ Kevin C. LeaderName:
  Kevin C. LeaderTitle:
  Managing Director    18 
    CITICORP DEL-LEASE
  INC., as a HolderBy:
  /s/ Robert F. CarrName:
  Robert F. CarrTitle:
  Vice President    19 
    FIRST UNION NATIONAL
  BANK, as a HolderBy:
  /s/ Paul L. MenconiName:
  Paul L. MenconiTitle:
  Vice President    20 
    BANCA COMMERCIALE
  ITALIANA - LOS ANGELES FOREIGN BRANCH, as a HolderBy:
  /s/ E. BermantName:
  E. BermantTitle:
  FVP / Deputy ManagerBy:
  /s/ J. DickerhofName:
  J. DickerhofTitle:
  VP    21 
    MORGAN GUARANTY TRUST
  COMPANY OF 
  NEW YORK, as a HolderBy:
  /s/ Robert BattamediName:
  Robert BattamediTitle:
  Vice President    22 
    SUNTRUST BANK, ATLANTA,
  as a HolderBy:
  /s/ Deborah S.
  ArmstrongName:
  Deborah S. ArmstrongTitle:
  Vice President    23 
    THE BANK OF NEW YORK,
  as a HolderBy:
  /s/ Mark T. FamiloName:
  Mark T. FamiloTitle:
  Vice President    24 
    WELLS FARGO BANK
  (TEXAS), N.A., as a HolderBy:
  /s/ Brent BertinoName:
  Brent BertinoTitle:
  Vice President  [signatures pages end]   25 
    Schedule I  Holder
  CommitmentsName of Holder
  
  Amount
  
  PercentageBank
  of America, N.A
  
  $
  2,615,735.29
  
  25.56925996205
  %Citicorp
  Del-Lease Inc.
  
  $
  1,855,764.71
  
  18.14041745731
  %First
  Union National Bank
  
  $
  1,138,500.00
  
  11.12903225806
  %Banca
  Commerciale Italiana  Los Angeles Foreign Branch
  
  $
  924,000.00
  
  9.03225806452
  %Morgan
  Guaranty Trust Company of New York
  
  $
  924,000.00
  
  9.03225806452
  %SunTrust
  Bank, Atlanta
  
  $
  924,000.00
  
  9.03225806452
  %The
  Bank of New York
  
  $
  924,000.00
  
  9.03225806452
  %Wells
  Fargo Bank (Texas), N.A.
  
  $
  924,000.00
  
  9.03225806452
  %Total
  
  $
  10,230,000.00
  
  100.00000000000
  %  
   Schedule 2.1  Tranche A
  Commitment
  
  Tranche B
  CommitmentAmount
  
  Percent
  
  Amount
  
  PercentBank
  of America, N.A.
  
  $
  56,362,753.21
  
  21.64468249187
  %
  $
  8,521,511.50
  
  21.64468249187
  %Citibank,
  N.A.
  
  $
  40,083,927.25
  
  15.39321322818
  %
  $
  6,060,308.05
  
  15.39321322818
  %First
  Union National Bank
  
  $
  28,980,000.00
  
  11.12903225806
  %
  $
  4,381,500.00
  
  11.12903225806
  %Banca
  Commerciale Italiana  Los Angeles Foreign Branch
  
  $
  23,520,000.00
  
  9.03225806452
  %
  $
  3,556,000.00
  
  9.03225806452
  %Morgan
  Guaranty Trust Company of New York
  
  $
  23,520,000.00
  
  9.03225806452
  %
  $
  3,556,000.00
  
  9.03225806452
  %SunTrust
  Bank, Atlanta
  
  $
  23,520,000.00
  
  9.03225806452
  %
  $
  3,556,000.00
  
  9.03225806452
  %The
  Bank of New York
  
  $
  23,520,000.00
  
  9.03225806452
  %
  $
  3,556,000.00
  
  9.03225806452
  %Wells
  Fargo Bank (Texas), N.A.
  
  $
  23,520,000.00
  
  9.03225806452
  %
  $
  3,556,000.00
  
  9.03225806452
  %KBC
  Bank N.V.
  
  $
  17,373,319.54
  
  6.67178169930
  %
  $
  2,626,680.45
  
  6.67178169930
  %Total
  
  $
  260,400,000.00
  
  100.00000000000
  %
  $
  39,370,000.00
  
  100.00000000000
  %