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AGENCY
AGREEMENT

Dated
as of September 14, 1999

between

SABRE INC.,
as the Construction Agent

and

FIRST
SECURITY BANK, NATIONAL ASSOCIATION,
not individually, but solely as the
Owner Trustee under the TSG Trust 1999-1,
as the Lessor

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TABLE OF CONTENTS

|                                                 |                                                                  | Page
|------------------------------------------------ | ---------------------------------------------------------------- | ----
|ARTICLE I DEFINITIONS; RULES OF USAGE            |                                                                  | 1   
|                                                 | 1.1Definitions.                                                  |     
|                                                 | 1.2Interpretation.                                               |     
|ARTICLE II APPOINTMENT OF THE CONSTRUCTION AGENT |                                                                  | 2   
|                                                 | 2.1Appointment.                                                  |     
|                                                 | 2.2Acceptance and Undertaking.                                   |     
|                                                 | 2.3Term.                                                         |     
|                                                 | 2.4Scope of Authority.                                           |     
|                                                 | 2.5Delegation of Duties                                          |     
|                                                 | 2.6Covenants of the Construction Agent.                          |     
|ARTICLE III THE PROPERTIES                       |                                                                  | 8   
|                                                 | 3.1Construction.                                                 |     
|                                                 | 3.2Amendments; Modifications.                                    |     
|                                                 | 3.3Abandonment and Discontinuance.                               |     
|ARTICLE IV PAYMENT OF FUNDS                      |                                                                  | 9   
|                                                 | 4.1Right to Receive Construction Cost.                           |     
|ARTICLE V                                        |                                                                  | 10  
|EVENTS OF DEFAULT                                |                                                                  | 10  
|                                                 | 5.1Events of Default.                                            |     
|                                                 | 5.2Damages.                                                      |     
|                                                 | 5.3Remedies; Remedies Cumulative.                                |     
|ARTICLE VI THE LESSOR'S RIGHTS                   |                                                                  | 12  
|                                                 | 6.1Exercise of the Lessor's Rights.                              |     
|                                                 | 6.2The Lessor's Right to Cure the Construction Agent's Defaults. |     
|ARTICLE VII MISCELLANEOUS                        |                                                                  | 12  
|                                                 | 7.1Notices.                                                      |     
|                                                 | 7.2Successors and Assigns.                                       |     
|                                                 | 7.3GOVERNING LAW.                                                |     
|                                                 | 7.4SUBMISSION TO JURISDICTION; VENUE; WAIVERS.                   |     
|                                                 | 7.5Amendments and Waivers.                                       |     
|                                                 | 7.6Counterparts.                                                 |     
|                                                 | 7.7Severability.                                                 |     
|                                                 | 7.8Headings and Table of Contents.                               |     
|                                                 | 7.9WAIVER OF JURY TRIAL.                                         |     

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AGENCY AGREEMENT

THIS AGENCY AGREEMENT, dated as of September 14, 1999 (as amended, modified, extended, supplemented, restated and/or replaced from time to time, this
"Agreement"), between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association ("FSB"),
not individually, but solely as Owner Trustee under the TSG Trust 1999-1 (the "Lessor") and SABRE INC., a Delaware corporation (the
"Construction Agent").

PRELIMINARY STATEMENT

A.    The
Lessor and the Construction Agent are parties to that certain Lease Agreement dated as of even date herewith (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Lease"), pursuant to which the Construction Agent, as lessee (in such capacity, the
"Lessee") has agreed to lease certain Land, Improvements and Equipment.

B.    In
connection with the execution and delivery of the Participation Agreement, the Lease and the other Operative Agreements, and subject to the terms and conditions
hereof, (i) the Lessor desires to appoint the Construction Agent as its sole and exclusive agent in connection with the acquisition of the Properties (provided, title to the Properties shall be
held in the name of the Lessor) and the development, acquisition, installation, construction and testing of the Improvements and the Equipment substantially in accordance with the Plans and
Specifications and (ii) the Construction Agent desires, for the benefit of the Lessor, to acquire the Properties and to cause the development, acquisition, installation, construction and
testing of the Improvements, the Equipment and the other components of the Properties substantially in accordance with the Plans and Specifications and to undertake such other liabilities and
obligations as are herein set forth.

NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:

ARTICLE I  DEFINITIONS; RULES OF USAGE

For
purposes of this Agreement, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in Appendix Ato that certain Participation Agreement
dated as of the date hereof (as amended, modified, extended, supplemented, restated and/or
replaced from time to time in accordance with the applicable provisions thereof, the "Participation Agreement") among the Construction Agent, the
Lessor, the various banks and lending institutions parties thereto from time to time, as Holders, the various banks and lending institutions parties thereto from time to time, as 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. Unless otherwise indicated,
references in this Agreement to articles, sections, paragraphs, clauses, appendices, schedules and exhibits are to the same contained in this Agreement.

The
rules of usage set forth inAppendix Ato the Participation Agreement shall apply to this Agreement.

ARTICLE II  APPOINTMENT OF THE CONSTRUCTION AGENT

Subject
to the terms and conditions hereof, the Lessor hereby irrevocably designates and appoints the Construction Agent as its exclusive agent and as general contractor, and the
Construction Agent accepts such appointment, in connection with the acquisition from time to time of the Properties

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(provided, title to the Properties shall be held in the name of the Lessor) and the development, acquisition, installation and construction on the Land
and testing of the Improvements, the Equipment and the other components of the Properties substantially in accordance with the Plans and Specifications, and pursuant to the terms of the Operative
Agreements. Notwithstanding any provisions hereof or in any other Operative Agreement to the contrary, the Construction Agent acknowledges and agrees that the Lessor shall advance no more than the sum
of the aggregate Commitment of the Lenders plus the aggregate amount of the Holder Commitments of the Holders in regard to the Properties (including without limitation for any and all Advances in the
aggregate from the Lenders under the Credit Agreement and from the Holders under the Trust Agreement). After the Construction Agent gains knowledge or a reasonable expectation that the costs for any
Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) for such Property or that Completion for any Property
shall not occur on or prior to the Construction Period Termination Date, the Construction Agent shall promptly (and in any event within ten (10) days of gaining such knowledge or expectation)
notify the Agent in writing of the same. If at any time prior to the Construction Period Termination Date, the Lessor or the Agent shall have (x) determined in its respective reasonable good
faith judgment that (i) the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or
(ii) Completion of one or more Properties shall not occur on or prior to the Construction Period Termination Date or (y) received any notice from the Construction Agent as referenced in
the preceding provisions of this paragraph, then in any such case Lessor shall have the option (at the direction of the Agent with the consent of the Majority Secured Parties) to replace the
Construction Agent with a new construction agent selected by the Lessor (at the direction of the Agent) to finalize the Completion of the Properties. The additional cost and expense incurred to
finalize the Completion of the Properties as referenced in the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon
five (5) days written notice from Lessor;provided, in no event shall the obligations of the Construction Agent for such costs and expenses
exceed the Maximum Amount;provided, further, amounts expended by the Lessor to finalize the Completion of the Properties as referenced in the preceding
sentence shall be added to the Property Cost.

Costs
in excess of each original Construction Budget (or any Construction Budget modified in accordance with the Operative Agreements) in each case as previously delivered to the Agent
for each Property shall not be the responsibility of the Construction Agent but instead shall be advanced as Property Costs by the Lenders and the Holders to the extent, but only to the extent, that
(after taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions
precedent set forth in Section 5.4 of the Participation Agreement are satisfied.

Subject
to the Lenders and the Holders not agreeing to continue making Advances in accordance with the provisions of the next paragraph and unless the Lessor has replaced the
Construction Agent with a new construction agent pursuant to the earlier provisions of this Section 2.1, in the event from time to time (a) the Construction Agent gains knowledge or a
reasonable expectation that the costs for any Property shall exceed the original Construction Budget (or exceed any Construction Budget modified in accordance with the Operative Agreements) or that
Completion for any Property shall not occur on or prior to the Construction Period Termination Date or (b) the Lessor or the Agent shall have determined in its respective reasonable good faith
judgment that the sum of the Available Commitments and the Available Holder Commitments shall be less than the amounts necessary for Completion of all Properties or that Completion of one or more
Properties shall not occur on prior to the Construction Period Termination Date, the Construction Agent shall elect and comply (within ten (10) days of the Construction Agent gaining such
knowledge or expectation or within ten (10) days of the Lessor or the
Agent making such determination and giving written notice of the same to the Construction Agent, as referenced in subsections (a) and (b) above of this paragraph) with one of the

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options set forth in the following subsections (i) or (ii) (collectively, the "Construction Agent Options"): (i) the Construction
Agent shall pay to the Lessor, on a date designated by the Lessor, an aggregate amount equal to (A) the Termination Value for all, but not less than all, the Properties plus (B) any and
all reasonable fees and expenses incurred by or on behalf of the Lessor or the Agent in connection with the Properties (including without limitation the transfer thereof) and on such date the Lessor
shall transfer and convey to the Construction Agent all right, title and interest of the Lessor in and to the Properties or (ii) the Construction Agent shall, on a date designated by the
Lessor, (A) pay to the Lessor, an aggregate amount equal to the Maximum Amount with respect to the Construction Period Properties and (B) deposit with the Agent an amount sufficient to
pay all obligations of the Construction Agent with respect to such Construction Period Properties that have been incurred but not paid as of such date ("Future Amounts"), such Future Amounts to be
held by the Agent in escrow to be paid on account of such obligations upon the receipt of written instructions from the Construction Agent and/or the Lessor, together with invoices or other evidence
showing that such obligations are due and owing, and on and after such date, the Construction Agent shall be irrevocably deemed, without any further action, to have relinquished all right, title and
interest in and to all, but not less than all, the Properties and to have transferred and conveyed all such right, title and interest to the Lessor. In connection with any transfer of the Properties
as referenced above in this Section 2.1 by the Lessor to the Construction Agent, the Lessor shall execute and deliver to the Construction Agent, at the cost and expense of the Construction
Agent (subject to the limitations described in the next sentence), each of the following: (v) any affidavits or similar documents reasonably and customarily required by a title company in
connection with such transactions; (w) special warranty Deeds conveying each Property (to the extent it is real property) to the Construction Agent free and clear of the Lien of the Lease, the
Lien of the Credit Documents and any Lessor Liens; (x) a special warranty Bill of Sale conveying each Property (to the extent it is personal property) to the Construction Agent free and clear
of the Lien of the Lease, the Lien of the Credit Documents and any Lessor Liens; (y) any real estate tax affidavit or other document required by Law to be executed and filed in order to record
the applicable Deed; and (z) FIRPTA affidavits. The Lessor (at the discretion of the Agent) shall elect whether the reasonable out-of-pocket fees and expenses associated
with the transfer of the Properties shall be paid by either (i) sales proceeds from the Properties, (ii) the Lessor (but only to the extent amounts are available therefor with respect to
the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund
such fees and expenses) or (iii) the Construction Agent;provided, if the Construction Agent funds such fees and expenses, then the Maximum
Amount will be reduced accordingly, as more specifically described in the definition of "Maximum Amount". Amounts funded by the Lenders and the Holders
with respect to the foregoing shall be added to the Property Cost. All of the foregoing documentation must be in form and substance reasonably satisfactory to the Lessor. Subject to the foregoing,
all, but not less than all, the Properties shall be conveyed to the Construction Agent "AS-IS", "WHERE-IS" and in then present physical condition.

In
the event the costs in excess of any original Construction Budget previously delivered to the Agent for any Property are not funded by the Lenders and the Holders because (after
taking into account such excess costs and any other items of excess cost which are then known to the Construction Agent or are reasonable for the Construction Agent to expect) the conditions precedent
set forth in Section 5.4 of the Participation Agreement are not satisfied, then if, but only if, all the Holders and all the Lenders agree at such time, (a) such excess costs shall be
funded by the Lenders and the Holders and (b) the Holder Commitments and the Lender Commitments shall be increased accordingly.

The
Construction Agent hereby unconditionally accepts the agency appointment and undertakes, for the benefit of the Lessor, to acquire certain Properties
(provided, title to the Properties shall be

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held in the name of the Lessor and the development, acquisition, installation, construction and testing of the Improvements, the Equipment and the other components of the Properties substantially in
accordance with the Plans and Specifications and the Operative Agreements.

This
Agreement shall commence on the date hereof and, unless the Lessor (in its sole discretion) elects otherwise, this Agreement shall terminate on the Construction Period Termination
Date. If this Agreement expires prior to the Completion of all, but not less than all, the Properties, then the Lessor may hire a new construction agent (at the direction of the Agent with the consent
of the Majority Secured Parties) to finalize the Completion of all such incomplete Properties. The additional cost and expense incurred to finalize the Completion of the Properties as referenced in
the preceding sentence shall be the responsibility of the Construction Agent and shall be payable by the Construction Agent as incurred upon five (5) days written notice from Lessor; provided, in
no event shall the obligations of the Construction Agent for such costs and expenses exceed the Maximum Amount; provided, further, amounts expended by the Lessor to finalize the Completion of the
Properties as referenced in the preceding sentence shall be added to
the Property Cost.



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The
Construction Agent may execute any of its duties under this Agreement by or through agents, contractors, employees or attorneys-in-fact; provided, however, that no such delegation shall limit or reduce
in any way the Construction Agent's duties and obligations under this Agreement.

The
Construction Agent hereby covenants and agrees that it will:



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ARTICLE III  THE PROPERTIES

The
Construction Agent shall cause the Improvements, the Equipment and all other components of the Properties to be developed, acquired, installed, constructed and tested substantially
in compliance with all Legal Requirements, all Insurance Requirements, all manufacturer's specifications and standards and the standards maintained by the Construction Agent for similar properties
owned or operated by the Construction Agent, unless non-compliance, individually or in the aggregate, shall not have and could not be reasonably expected to have a Material Adverse Effect.



Until
termination of the Lease Agreement and the Agency Agreement, the Construction Agent shall promptly and diligently complete the development, acquisition, refinancing, installation,
construction and testing of each Construction Period Property substantially in accordance with the Plans and Specifications and with the terms hereof and cause the Completion Date with respect to each
Construction Period Property to occur on or prior to the Construction Period Termination Date.

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If
there shall occur any Abandonment, then the Construction Agent shall pay to the Lessor, on a date designated by the Lessor, an aggregate amount equal to the liquidated damages amount
referenced in Section 5.3(b)(iii) of this Agreement regarding all, but not less than all, Properties. On such date, Lessor shall deliver the Properties to the Construction Agent in
accordance with Sections 2.1(w) through (z).

ARTICLE IV  PAYMENT OF FUNDS



ARTICLE V  EVENTS OF DEFAULT

If
any one (1) or more of the following events (each an "Event of Default") shall occur:



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then,
in any such event, the Lessor may, in addition to the other rights and remedies provided for in this Agreement, terminate this Agreement by giving the Construction Agent written notice of such
termination and upon the expiration of the time fixed in such notice and the payment of all amounts owing by the Construction Agent hereunder (including without limitation any amounts specified under
Section 5.3 hereof), this Agreement shall terminate. The Construction Agent shall pay all costs and expenses incurred by or on behalf of the Lessor, including without limitation fees and
expenses of counsel, as a result of any Event of Default hereunder.

The
termination of this Agreement pursuant to Section 5.1 shall in no event relieve the Construction Agent of its liability and obligations pursuant to the provisions of Sections
2.1 and/or 5.3 which shall survive any such termination.



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ARTICLE VI  THE LESSOR'S RIGHTS

Subject
to the Excepted Payments, the Construction Agent and the Lessor hereby acknowledge and agree that the right, title and interest of the Lessor in this Agreement is subject to the
Lien in favor of the Agent pursuant to the Security Agreement.

The
Lessor, without waiving or releasing any obligation or Event of Default, may (but shall be under no obligation to) remedy any Event of Default for the account of and at the sole cost
and expense of the Construction Agent. All reasonable out-of-pocket costs and expenses so incurred (including without limitation reasonable fees and expenses of counsel),
together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid by the Lessor, shall be paid by the Construction Agent to the Lessor on demand.

ARTICLE VII  MISCELLANEOUS

All
notices required or permitted to be given under this Agreement shall be in writing and delivered as provided in Section 12.2 of the Participation Agreement.

This
Agreement shall be binding upon and inure to the benefit of the Lessor, the Construction Agent and their respective successors and the assigns. The Construction Agent may not assign
this Agreement or any of its rights or obligations hereunder or with respect to any Property in whole or in part to any Person without the prior written consent of the Agent, the Lenders, the Holders
and the Lessor as set forth in the Participation Agreement.

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THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS.

THE
PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION TO JURISDICTION AND VENUE ARE HEREBY INCORPORATED BY REFERENCE HEREIN,MUTATIS
MUTANDIS.

This
Agreement may not be terminated, amended, supplemented, waived or modified except in accordance with the provisions of Section 12.4 of the Participation Agreement.

This
Agreement may be executed in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one (1) and the same instrument.

Any
provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

The
headings and table of contents contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

TO
THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE LESSOR AND THE CONSTRUCTION AGENT KNOWINGLY AND WILLINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND ANY COUNTERCLAIM THEREUNDER.

[signature
pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above
written.

| |  | SABRE INC., as the Construction Agent
| |  | -------------------------------------
| |  | By:                                  
| |  |                                      
| |  | Name:                                
| |  |                                      
| |  | Title:                               
| |  |                                      

[signature
pages continue]

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| |  | FIRST SECURITY BANK, NATIONAL ASSOCIATION, not individually, but solely as Owner Trustee under the TSG Trust 1999-1, as the Lessor
| |  | ----------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                               
| |  |                                                                                                                                   
| |  | Name:                                                                                                                             
| |  |                                                                                                                                   
| |  | Title:                                                                                                                            
| |  |                                                                                                                                   

[signature
pages end]

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