Exhibit 10.47

EXECUTIVE TERMINATION BENEFITS AGREEMENT

This Executive Termination Benefits Agreement ("Agreement") dated as of January 19, 2004 ("Effective Date"), is among Sabre Holdings Corporation, a
Delaware corporation ("Sabre Holdings"), Sabre Inc., a Delaware corporation ("Sabre"), and the executive named on the signature page hereof (the "Executive").

WHEREAS,
the Board of Directors recognizes that any likelihood of a Change in Control affecting the Company, and the uncertainty which it may raise among management personnel, may result
in the departure or distraction of management personnel to the detriment of the Company and its stockholders;

WHEREAS,
the Board of Directors considers it essential to the best interests of the Company and its stockholders that its key executives be incentivized to remain with the Company, and
to continue to devote their full attention and dedication to the Company's business and their assigned duties, in the event of an actual or likely Change in Control;

WHEREAS,
the Board of Directors believes the Executive is a key executive of the Company and, in the event of an actual or likely Change in Control, the Board of Directors wants the
Executive to continue performing his or her duties, to assess the impact of the potential Change in Control, to advise the Company whether the potential Change in Control is in the best interests of
the Company and its shareholders, to assist in implementing the Change in Control, and to take such other actions as the Board might determine to be appropriate under the circumstances, all without
the Executive being distracted by personal concerns about the impact of the potential Change in Control on the Executive; and

WHEREAS,
the Company has agreed for those Executives with a prior existing Executive Termination Benefits Agreement (ETBA) with the Company, to grant additional awards to the Executive
under the LTIP (as defined in Section 4(f) below), which the Company is not otherwise obligated to grant, in return for the Executive agreeing that the terms herein shall override anything to
the contrary in any prior existing ETBA or the LTIP, even if the prior existing ETBA or the LTIP would otherwise have provided a greater benefit, and the Executive acknowledges the receipt and
sufficiency of such additional grants as good and valuable consideration for Executive's agreement to said amendments to the LTIP and replacement of prior existing ETBAs; and WHEREAS, attached to this
Executive Benefits Termination Agreement is an Addendum setting forth certain terms in addition to the terms set forth in this Agreement. To the extent any of the terms contained in the attached
Addendum conflict and/or contradict the terms contained in this Agreement, the terms contained in the Addendum shall control and supersede any such conflicting and/or contradictory terms contained in
this Agreement. NOW, THEREFORE, in consideration of the mutual covenants below, and in order to incentivize the Executive to remain in the employ of the Company in the event of an actual or likely
Change in Control, the Company and the Executive agree as follows:

1.Defined Terms.For purposes of this Agreement, the following terms have the meanings ascribed to them below:



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2.Circumstances Triggering Receipt of Severance Benefits.





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3.Notice of Termination.Any termination of the Executive's employment with the Company as contemplated by
Section 2 above (excluding Subsection 2(b)(i)(8)) will be communicated by written notice to the Executive or the Company delivered in person or by certified mail. Any "Notice of Termination"
will: (i) state the effective date of termination, which will not be less than thirty (30) days or more than sixty (60) days after the date the Notice of Termination is delivered
(the "Termination Date"), except that the Termination Date may be immediate if Cause exists; (ii) state the specific provision in this Agreement being relied upon for termination;
(iii) state the facts and circumstances claimed to provide a basis for such termination in reasonable detail, and (iv) in the case of termination for Cause, be signed by the Chairman of
the Board of the Company.

4.Termination Benefits.Subject to the conditions set forth in Section 2 above, the Company will pay or
provide to the Executive (net of any applicable payroll or other taxes required to be withheld) the following:



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(g)Life Insurance.The Company will, for the Continuation Period, continue to provide the Executive with the
same group term life insurance coverage as in effect immediately prior to the date of the Change in Control.

(h)Other Perquisites.The Company will pay to the Executive an amount equal to the cost to the Company of
providing or continuing any other perquisites (excluding travel privileges) and benefits of the Company that were in effect immediately prior to the Change in Control (including, without limitation, a
lump sum car allowance), calculated as if such benefits were continued during the Continuation Period, and payable in a lump sum on the first day of the month following the Termination Date.

(i)Accrued Amounts.The Company will pay to the Executive all other amounts accrued or earned by the Executive
through the Termination Date and amounts otherwise owing under the then existing plans and policies of the Company, including but not limited to all amounts of compensation previously deferred by the
Executive (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company.

5.Payment of Certain Legal Fees and Costs.

(a)   If
a dispute arises regarding a termination of the Executive or the interpretation or enforcement of this Agreement, after a Change in Control, the parties will submit
the dispute, within thirty (30) business days following service of notice of such dispute by one party on the other, to the Judicial Arbitration and Mediation Services (J*A*M*S/Endispute) for
prompt resolution in Dallas, Texas, under its rules for labor and employment disputes. The Arbitrator will have no authority to order a modification or amendment of this Agreement. The decision of the
Arbitrator will be final and binding upon the parties. All reasonable fees and expenses, including, without limitation, any arbitration or legal expenses, incurred by the Executive in contesting or
disputing any such termination (in whole or in part) or in obtaining or enforcing any right or benefit provided for in this Agreement (in whole or in part) or in otherwise pursuing his or her claim
(in whole or in part) will be paid by the Company, to the extent permitted by law, regardless of whether the Executive is successful.

(b)   In
the event that the Company refuses or otherwise fails to make a payment when due and it is ultimately decided that the Executive is entitled to such payment, such
payment will be increased to reflect an interest factor, compounded annually, equal to the prime rate in effect as of the date the payment was first due plus two points. For this purpose, the prime
rate will be based on the rate published from time to time in the Wall Street Journal.

6.Certain Additional Payments by the Company.

(a)   Subject
to Section 6(h) below and whether or not the Executive's employment terminates, if there is a Change in Control and any payment (other than the
Gross-Up payments provided for in this Section 6) or distribution by the Company to or for the benefit of the Executive, whether pursuant to

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the
terms of this Agreement or otherwise, including without limitation any lapse or termination of any restriction on, deferral period or the vesting or exercisability of any payment, distribution, or
benefit (a "Payment"), is subject to the excise tax imposed by Section 4999 of the Code (such tax, together with any interest and penalties thereon, other than any criminal or fraud penalties,
being hereafter referred to as the "Excise Tax"), then the Executive will be entitled to receive an additional payment (a "Gross-Up Payment"). The Gross-Up Payment will be in
an amount such that, after payment by the Executive of all taxes thereon (including any interest or penalties, other than any criminal or fraud penalties, imposed with respect to such taxes),
including any Excise Tax and any income tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payment.

(b)   Subject
to the provisions of Section 6(f), all determinations required to be made under this Section 6, including whether a Gross-Up Payment is
required to be paid by the Company and the amount of such Gross-Up Payment, if any, will be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the
Executive in his sole discretion. The Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both the Company and the Executive within thirty
(30) calendar days after the Change in Control, the Termination Date, if applicable, and any such other time or times as may be reasonably requested by the Company or the Executive. If the
Accounting Firm determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment, less any applicable withholding, to the Executive as soon as
reasonably practicable after receipt of such determination and calculations with respect to any Payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it will, at the same time as it makes such determination, furnish the Company and the Executive an opinion that the Executive has substantial authority not to report any Excise Tax on his
tax return. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that Gross-Up Payments which will not have been made by the Company should
have been made hereunder (an "Underpayment"). In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 6(g) and the Executive thereafter is required to make a
payment of any Excise Tax, the Executive will direct the Accounting Firm to determine the amount of the Underpayment and to submit its determination and detailed supporting calculations to both the
Company and the Executive as promptly as possible. The Company will promptly pay any such Underpayment to, or for the benefit of, the Executive as soon as reasonably practicable after receipt of such
determination and calculations.

(c)   Any
determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding upon the Company and the Executive.

(d)   The
federal, state and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting
Firm with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment, and provide to the Company true and correct copies (with any
amendments) of his or her federal, state, and local income tax returns as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such
payment. If prior to the filing of the Executive's applicable income tax returns, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive
will within five business days pay to the Company the amount of such reduction.

(e)   The
fees and expenses of the Accounting Firm for its services hereunder will be borne by the Company.

(f)    The
Executive will notify the Company in writing within five (5) days of any claim by any taxing authority that, if successful, would require the payment by the
Company of a Gross-Up Payment or any additional Gross-Up Payment. The Executive will not pay such claim prior to the earlier of

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(x) the
expiration of the thirty (30) calendar-day period following the date on which he gives such notice to the Company and (y) the date that any payment of amount
with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive will:



(g)   If,
after the receipt by the Executive of an amount advanced by the Company pursuant to this Section 6, the Executive receives any refund with respect to such
claim, the Executive will (subject to the Company's complying with the requirements of Section 6(f) above) promptly pay to the Company the amount of such refund (together with any interest paid
or credited thereon after any taxes applicable thereto).

(h)   Notwithstanding
any provision of this Agreement to the contrary, if (i) the aggregate "present value" of the "parachute payments" to be paid or provided to the
Executive under this Agreement or otherwise does not exceed 1.15 multiplied by three times the Executive's "base amount," and (ii) but for this Section 6(h), the Company would be
obligated to pay to the Executive a Gross-Up Payment with a net after-tax benefit to the Executive (as determined in the last sentence of Section 6(a)) of not more than
Fifty Thousand Dollars (USD $50,000) (taking into account both income taxes and any Excise Tax), then, in lieu of such Gross-Up Payment, the payments and benefits to be paid or provided
under this Agreement (including any stock based compensation pursuant to Section 4(f) above) will be reduced to the minimum extent necessary (but in no event to less than zero) so that no
portion of any payment or benefit to the Executive, as so reduced, constitutes an "excess parachute payment." For purposes of this Section 6(h), the terms "excess parachute payment," "present
value," "parachute payment," and "base amount" will have the meanings assigned to them by Section 280G of the Code. The determination of whether any reduction in such payments or benefits to be
provided under this Agreement is required pursuant to the preceding sentence will be made at the expense of the Company by the Accounting Firm.



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For
the purposes of this Agreement, notices and all other communications provided for herein will be in writing and will be deemed to have been duly given when delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

| |  | If to the Executive: |  |                                                                                       
| |  | -------------------- |  | --------------------------------------------------------------------------------------
| |  |                      |  |                                                                                       
| |  |                      |  |                                                                                       
| |  | If to the Company:   |  | Sabre
Attn: Corporate Secretary
3150 Sabre Drive
Mail Drop 9105
Southlake, Texas 76092



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11.Governing Law.THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED
BY AND ENFORCED UNDER THE LAWS OF THE STATE OF DELAWARE.

12.Miscellaneous.No provisions of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement
(or in any employment or other written agreement relating to the Executive).

13.Separability.The invalidity or unenforceability of any provisions of this Agreement will not affect the
validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

14.Non-assignability.This Agreement is personal in nature and neither of the parties hereto will,
without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in Section 9 above. Without limiting the generality of the
foregoing, the Executive's right to receive payments or other benefits hereunder is not assignable, alienable, or transferable, whether by sale, exchange, gift, disposition, pledge, hypothecation,
creation of a security interest, or otherwise, and is not subject to attachment, execution, levy, lien, constructive trust, or other legal process (collectively, a "Transfer"), other than a transfer
by his will or by the laws of descent and distribution, and any attempted voluntary or involuntary Transfer contrary to this Section shall be null and void, and the Company shall have no obligation or
liability to pay any amount or provide any benefit or otherwise honor any order that attempts any such Transfer.

15.Termination.This Agreement will remain in effect for three (3) years from the Effective Date. It
will be automatically renewed for successive three (3) year periods unless, no fewer than one hundred eighty (180) days prior to the expiration of a three (3) year period, the
Company notifies the Executive in writing of its intent to terminate the Agreement; except that such termination will not be made, and if made will have no effect, (a) as to any payments or
benefits payable hereunder to an Executive whose employment has terminated pursuant to Section 2(a) or 2(b) above, or (b) within two (2) years after a Change in Control or
(c) during any period of time when the Company has knowledge that any third person has taken steps reasonably calculated to effect a Change in Control until, in the opinion of the Board (as
constituted at the time of the termination of this Agreement), the third person has abandoned or terminated its efforts to effect a Change in Control.

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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

| |  | DATED:                    
| |  | --------------------------
| |  | SABRE HOLDINGS CORPORATION
| |  | By                        
| |  | SABRE INC.                
| |  | By                        

| |  | Signed: | 
| |  | ------- | 
| |  |         | 

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