Exhibit 10.12(h)   SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS   Dated as of October 4, 2000   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  
   SECOND AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS  THIS SECOND
AMENDMENT TO CERTAIN OPERATIVE AGREEMENTS dated as of October 4, 2000 (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 dated as of
September 14, 1999, by and among the Lessee, the Construction Agent, the Owner
Trustee, the Holders which were parties thereto, the Lenders which were parties
thereto and the Agent (as amended by that certain First Amendment and
Restatement of Operative Agreements dated as of December 15, 1999 by and among
the Lessee, the Construction Agent, the Owner Trustee, the Holders which were
parties thereto, the Lenders which were parties thereto and the Agent and as
hereinafter amended, modified, extended, supplemented, restated and/or replaced
from time to time, the Participation Agreement).  R E C I T A L S  WHEREAS, the
parties to this Amendment are parties to the Participation Agreement and
certain of the parties to this Amendment are parties to the other Operative
Agreements relating to a $310 million lease facility (the Facility)
that has been established in favor of the Lessee;  WHEREAS, the
parties to this Amendment have agreed to modify the Participation Agreement and
to amend other provisions of the Operative Agreements on the terms and
conditions set forth herein;  
   A G R E E M E N T  NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:  1.Section
8.3A(j)(ii) of the Participation Agreement is hereby amended and restated in
its entirety to read as follows:  (ii)At
all times the Consolidated Net Worth shall be greater than or equal to the sum
of $553,602,400, plus on a cumulative basis as of the end of each fiscal
quarter of Parent and its Consolidated Subsidiaries, commencing with the fiscal
quarter ending September 30, 2000, an amount equal to fifty percent (50%) of
Consolidated Net Income (to the extent positive) for the fiscal quarter then
ended, plus fifty percent (50%) of the net proceeds from Equity
Issuances occurring after June 30, 2000, minus amounts used to
repurchase or redeem capital stock of Parent during the fiscal quarter then
ended.  2.This
Amendment shall be effective upon (i) execution and delivery of this Amendment
by the Lessee, the Construction Agent, the Lessor, the Owner Trustee, the
Agent, the Lenders and the Holders, (ii) execution and delivery of such other
documents, agreements or instruments deemed necessary or advisable by the
Financing Parties and (iii) all fees, if any, owing in connection with this
Amendment, including without limitation, to each consenting Lender and Holder
that executes and delivers this Amendment by the signing deadline, a
nonrefundable amendment fee equal to 0.03% of the aggregate amount of such
Lenders Commitment or such Holders Holder Commitment, which fees shall be
deemed fully earned and due and payable on the effective date of this
Amendment.  For purposes of determining
compliance with the conditions specified in this Section 2, 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.  3.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).  4.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  2 
   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.  5.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.  6.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.  7.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.  8.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 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.  [Remainder of Page Intentionally Left Blank]  3 
   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/ James F. MurphyName:
  James F. MurphyTitle:
  SVP, Corp. Development - Treasurer  [signatures pages continue]   4 
    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   5 
    AGENT AND LENDERS:
  BANK OF AMERICA, N.A., as a Lender and as the AgentBy:
  /s/ Kevin C. LeaderName:
  Kevin C. LeaderTitle:
  Managing Director   6 
    CITIBANK, N.A., as a LenderBy:
  /s/ Michael BosterName:
  Michael BosterTitle:
  Vice President   7 
    FIRST UNION NATIONAL BANK, as a LenderBy:
  /s/ Laura B. SmithName:
  Laura B. SmithTitle:
  Vice President   8 
    BANCA COMMERCIALE ITALIANA - LOS ANGELES FOREIGN BRANCH, as a LenderBy:
  /s/ J. DickerhofName:
  J. DickerhofTitle:
  VPBy:
  /s/ Frank MaffeiName:
  Frank MaffeiTitle:
  Authorized Signature   9 
    MORGAN GUARANTY TRUST COMPANY OF 
  NEW YORK, as a LenderBy:
  /s/ Dennis WilczerName:
  Dennis WilczerTitle:
  Associate   10 
    SUNTRUST BANK, ATLANTA, as a LenderBy:
  /s/ Frank A. CoeName:
  Frank A. CoeTitle:
  Vice President   11 
    THE BANK OF NEW YORK, as a LenderBy:
  /s/ Ronald R. ReedyName:
  Ronald R. ReedyTitle:
  Vice President   12 
    WELLS FARGO BANK (TEXAS), N.A., as a LenderBy:
  /s/ Brent BertinoName:
  Brent BertinoTitle:
  Vice President   13 
    KBC BANK N.V., as a LenderBy:
  /s/ Jean-Pierre DielsName:
  Jean-Pierre DielsTitle:
  First Vice PresidentBy:
  /s/ Patrick A. JanssensName:
  Patrick A. JanssensTitle:
  Vice President   14 
    HOLDERS:
  BANK OF AMERICA, N.A., as a HolderBy:
  /s/ Kevin C. LeaderName:
  Kevin C. LeaderTitle:
  Managing Director   15 
    CITICORP DEL-LEASE INC., as a HolderBy:
  /s/ Robert F. CarrName:
  Robert F. CarrTitle:
  Vice President   16 
    FIRST UNION NATIONAL BANK, as a HolderBy:
  /s/ Laura B. SmithName:
  Laura B. SmithTitle:
  Vice President   17 
    BANCA COMMERCIALE ITALIANA - LOS ANGELES FOREIGN BRANCH, as a HolderBy:
  /s/ J. DickerhofName:
  J. DickerhofTitle:
  VPBy:
  /s/ Frank MaffeiName:
  Frank MaffeiTitle:
  Authorized Signature   18 
    MORGAN GUARANTY TRUST COMPANY OF 
  NEW YORK, as a HolderBy:
  /s/ Dennis WilczerName:
  Dennis WilczerTitle:
  Associate   19 
    SUNTRUST BANK, ATLANTA, as a HolderBy:
  /s/ Frank A. CoeName:
  Frank A. CoeTitle:
  Vice President   20 
    THE BANK OF NEW YORK, as a HolderBy:
  /s/ Ronald R. ReedyName:
  Ronald R. ReedyTitle:
  Vice President   21 
    WELLS FARGO BANK (TEXAS), N.A., as a HolderBy:
  /s/ Brent BertinoName:
  Brent BertinoTitle:
  Vice President  [signatures pages end]   22