AMENDMENT NO. 1

THIS AMENDMENT NO. 1 (this "Amendment"), dated as of October 4, 2000, to the Credit Agreement referenced
below, is by and among SABRE INC., a Delaware corporation (the "Borrower"), the Lenders identified on the signature pages hereto, and BANK OF
AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

W
I T N E S S E T H

WHEREAS,
a $300 million revolving credit facility has been established in favor of the Borrower pursuant to the terms of that Credit Agreement dated as of February 4, 2000
(as amended and modified, the "Credit Agreement") among the Borrower, the Lenders identified therein, and Bank of America, N.A., as Administrative
Agent;

WHEREAS,
the Borrower has requested certain modifications under the Credit Agreement which require the consent of the Requisite Lenders; and

WHEREAS,
the Requisite Lenders have consented 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 are hereby acknowledged, the parties hereto agree as
follows:

1.    Section 7.05(b)
of the Credit Agreement is hereby amended and modified to read as follows:



2.    This
Amendment shall become effective immediately upon receipt by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, of each of the
following:



3.    The
Borrower hereby represents and warrants in connection herewith that as of the date hereof (after giving effect hereto) (i) the representations and warranties
set forth in the Loan Documents are true and correct in all material respects (except those which expressly relate to an earlier date), and (ii) after the effective date of this Amendment, no
Default or Event of Default exists under the Credit Agreement.

4.    Except
as expressly amended or modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents remain in full force and effect.

5.    The
Borrower agrees to pay all reasonable costs and expenses in connection with the preparation, execution and delivery of this Amendment, including the reasonable fees
and expenses of the Administrative Agent's legal counsel.

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6.    This
Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original. It shall not be necessary in
making proof of this Amendment to produce or account for more than one such counterpart.

7.    This
Amendment shall be deemed to be a contract under, and shall for all purposes be construed in accordance with, the laws of the State of New York.

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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written.

|BORROWER: |  | SABRE INC.,
a Delaware corporation                                         
|--------- |  | ---------------------------------------------------------------------------
|          |  | By: /s/Name:
Title:                                                        
|LENDERS:  |  | BANK OF AMERICA, N.A.,
as Administrative Agent, a Lender and Issuing Lender
|          |  | By: /s/Name:
Title:                                                        
|          |  | BANK ONE, TEXAS, N.A.                                                      
|          |  | By: /s/Name:
Title:                                                        
|          |  | STATE BANK OF INDIA                                                        
|          |  | By: /s/Name:
Title:                                                        
|          |  | SUNTRUST BANK                                                              
|          |  | By: /s/Name:
Title:                                                        

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| |  | THE TOKAI BANK LTD., NEW YORK BRANCH 
| |  | -------------------------------------
| |  | By: /s/Name:
Title:                  
| |  | CITIBANK, N.A.                       
| |  | By: /s/Name:
Title:                  
| |  | FIRST UNION NATIONAL BANK            
| |  | By: /s/Name:
Title:                  
| |  | THE SANWA BANK, LIMITED              
| |  | By: /s/Name:
Title:                  
| |  | THE NORINCHUKIN BANK, NEW YORK BRANCH
| |  | By: /s/Name:
Title:                  

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| |  | BANCA NAZIONALE DEL LAVORO SPA                
| |  | ----------------------------------------------
| |  | By: /s/Name:
Title:                           
| |  | THE SUMITOMO BANK, LIMITED                    
| |  | By: /s/Name:
Title:                           
| |  | WELLS FARGO BANK (TEXAS), NATIONAL ASSOCIATION
| |  | By: /s/Name:
Title:                           

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