TRAVELOCITY COM INC
EXHIBIT 10.23
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>5
<FILENAME>a2072690zex-10_23.txt
<DESCRIPTION>EXHIBIT 10.23
<TEXT>
<Page>

                                                                 EXHIBIT 10.23

THIS AGREEMENT HAS CONFIDENTIAL PORTIONS OMITTED, WHICH PORTIONS HAVE BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS
ARE INDICATED IN THIS AGREEMENT WITH "[TEXT OMITTED-CONFIDENTIAL TREATMENT
REQUESTED]."


                          RETAINED SERVICES AGREEMENT

                                    BETWEEN

                                   SABRE INC.

                                      AND

                               TRAVELOCITY.COM LP

                                  JULY 1, 2001

<Page>

                           RETAINED SERVICES AGREEMENT

      THIS RETAINED SERVICES AGREEMENT (this "Agreement"), dated as of July 1,
2001 (the "Effective Date"), is between TRAVELOCITY.COM LP, a Delaware limited
partnership ("Customer"), and SABRE INC., a Delaware corporation ("Sabre").

                                   BACKGROUND

      Whereas, Sabre and Customer were parties to that certain Amended and
Restated Information Technology Services Agreement dated March 7, 2000 (the
"ITSA").

      Whereas, Sabre and EDS Information Services, L.L.C. ("EDS") have recently
agreed that Sabre shall transfer to EDS all or substantially all of the assets
used by Sabre in providing web hosting services under the ITSA (the "EDS
Transaction").

      Whereas, as part of and subject to the consummation of the EDS
Transaction, Sabre, Customer and EDS have agreed that EDS shall assume Sabre's
obligation to perform the web hosting services required under the ITSA (the
"Transferred Services"), and that Sabre shall retain the obligation to perform
certain application development and maintenance services and network services
required under the ITSA (the "Retained Services"). The Customer has terminated
and no longer receives desktop services under the ITSA.

      Whereas, to facilitate the division of the Services between Sabre and EDS,
Customer and Sabre desire to separate the obligations under the ITSA into two
separate agreements to cover, respectively, the Transferred Services (pursuant
to a separate "Web Hosting Services Agreement") and the Retained Services
(pursuant to this Agreement).

      Whereas, contemporaneously with the execution of this Agreement, Customer
and Sabre are executing the Web Hosting Services Agreement, which together with
this Agreement shall replace the ITSA in its entirety.

      Whereas, this Agreement and the Web Hosting Services Agreement shall
become effective only upon the consummation of the EDS Transaction. For ease of
reference, capitalized terms used in this Agreement and not defined elsewhere
shall have the meanings set forth in Appendix A, or may be defined in the
Schedule to which such terms relate.

                       ARTICLE I. RELATIONSHIP MANAGEMENT

1.1   SABRE ACCOUNT MANAGER. Sabre will appoint a Sabre Account Manager who will
      be (a) primarily dedicated to Customer's account and serve as Customer's
      primary contact, (b) responsible for managing and coordinating delivery of
      Services, and (c) authorized to act for Sabre in the ordinary course of
      administering this Agreement (subject to the limits of authority in the
      Contract Administration Process).

1.2   CUSTOMER ACCOUNT MANAGER. Customer will appoint a Customer Account Manager
      who will (a) serve as Sabre's primary contact, (b) have overall
      responsibility for managing and coordinating the performance of Customer's
      obligations, and (c) be authorized to act for Customer in the ordinary
      course of administering this Agreement (subject to the limits of authority
      in the Contract Administration Process).

1.3   RELIANCE ON INSTRUCTIONS. In performing this Agreement, a Party may rely
      on written instructions, authorizations and other information provided (a)
      by the other Party's Account Manager within his limits of authority and
      (b) as to areas of competency, within limits of authority and as specified
      in writing by the other Party's Account Manager, by other specified
      personnel of the other Party. A Party will incur no liability or
      responsibility in relying on or complying with such written instructions,
      authorizations or other information.

                                       -2-
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1.4   MEETINGS. The Account Managers will meet at least monthly (and more
      frequently as mutually agreed) to discuss the Parties' performance of this
      Agreement and any relevant operational issues. The Account Managers, along
      with other designated executives of the Parties, will meet at least
      annually to discuss their strategic objectives for the Base Services and
      any Variable Services, as well as long-range planning.

                              ARTICLE II. SERVICES

2.1   BASE SERVICES. During the term of this Agreement as set forth in SECTION
      11.1, Sabre will be the sole provider to Customer of, and Customer will
      obtain from Sabre all of its requirements for, the Base Services, except
      for the Data and Voice Services. The Base Services include only those
      services specifically described in SCHEDULES 2.1 and 2.2. [TEXT OMITTED -
      CONFIDENTIAL TREATMENT REQUESTED]

2.2   VARIABLE SERVICES.

      (a)   EXCLUSIVE VARIABLE SERVICES. Sabre will be the sole provider to
            Customer of, and Customer will obtain from Sabre all of its
            requirements for, the Exclusive Variable Services. Except to the
            extent that this Agreement specifically requires Sabre to provide
            Exclusive Variable Services in certain circumstances, Sabre will not
            begin performing any Exclusive Variable Service until the Parties
            have completed and executed a Work Order for such Exclusive Variable
            Service.

      (b)   NON-EXCLUSIVE VARIABLE SERVICES. Customer may obtain Non-Exclusive
            Variable Services from any Third Party; provided, however, that
            before entering into an agreement with a Third Party, Customer will
            notify Sabre of Customer's intent to enter into such agreement; and
            Customer shall comply with its obligations contained in SECTION 5.2.
            If Customer and Sabre agree that Sabre will provide Non-Exclusive
            Variable Services to Customer, then (except to the extent that this
            Agreement specifically requires Sabre to provide Variable Services
            in certain circumstances) Sabre will not begin performing such
            Non-Exclusive Variable Service until the Parties have completed and
            executed a Work Order for such Non-Exclusive Variable Service.

2.3   VOICE SERVICES.

      (a)   VOICE NETWORK SERVICES VOLUME COMMITMENT. [TEXT OMITTED -
            CONFIDENTIAL TREATMENT REQUESTED]

      (b)   VOICE MANAGEMENT SERVICES. [TEXT OMITTED - CONFIDENTIAL
            TREATMENT REQUESTED]

2.4   LOCATIONS. The Fees provided in SCHEDULE 8 are based on the assumption
      that the Base Services will be provided at the Service Locations, and that
      (to the extent that Access Locations are specifically described in the
      description of Services) Customer will access certain Services from the
      Access Locations. Customer may, by notice to Sabre, request changes in the
      specified locations pursuant to the Contract Administration Process.

                                       -3-
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2.5   DEVELOPMENT SERVICES, SPECIAL PROVISIONS.

      (a)   In providing Development Services, Sabre will use design,
            programming, testing and acceptance methodologies consistent with
            Sabre's methodologies for modifications of CRS Software initiated by
            Sabre itself.

      (b)   Sabre will provide Development Services requested by Customer to the
            extent contemplated in the Development Services Budget. [TEXT
            OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      (c)   Customer may reprioritize projects or change projects upon written
            request to Sabre. Customer acknowledges that if it reprioritizes
            projects or changes projects from those contemplated in the
            Development Services Budget, such reprioritization or change may
            result in the need for additional and/or fewer Development Resources
            (in the aggregate and with respect to particular skill sets) to
            perform the Development Services, and will be addressed by SECTIONS
            2.5(f) and (g). In particular, Customer acknowledges that such
            reprioritization or change could require Development Resources with
            different skills than those contemplated in the Development Services
            Budget which could result in customer incurring charges under both
            SECTIONS 2.5(f) and (g) even though the net aggregate Development
            Resources is unchanged. Initiation of a new Development Services
            project, not contemplated by the Development Services Budget,
            constitutes a Change to be processed under the Contract
            Administration Process.

      (d)   The relative Intellectual Property Rights of Sabre and Customer,
            with respect to CRS Developments, are defined in SECTIONS 4.4 and
            4.5 and may also be defined in the Intellectual Property Agreement.
            If Sabre creates Premium IP in performing Development Services for
            Customer, then the incremental costs and expenses incurred by Sabre
            in complying with such restriction will be negotiated between the
            Parties prior to commencing the development activities for such
            Premium IP; [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      (e)   Within thirty (30) days following the end of each Quarter, the
            Parties will amend the then-current Development Services Budget to
            include the Quarter that immediately follows the last Quarter
            covered by the then-current Development Services Budget. The Parties
            will act in good faith to establish the Development Services Budget
            for the new Quarter, in a manner consistent with the terms of this
            Agreement. In establishing the Development Services Budget for the
            new Quarter Sabre will be obligated to perform the

                                       -4-
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            Development Services requested by Customer, provided that unless
            Sabre otherwise agrees, Sabre will not be required to provide
            Development Resources exceeding twenty-five percent (25%) of the sum
            of the (i) Development Resources actually provided during the
            Quarter most recently completed; plus (ii) the Development Resources
            included in the Development Services Budget for the three remaining
            Quarters of the then-current Development Services Budget.

      (f)   If Sabre reasonably determines that the Development Resources (in
            the aggregate and/or with respect to particular skill sets) required
            to perform Development Services in a Quarter would exceed the
            corresponding Development Resources contemplated by the Development
            Services Budget for such Quarter, then Sabre will so advise Customer
            and will use commercially reasonable efforts to procure such
            additional Development Resources for such Quarter. In such event,
            Customer will pay Sabre for such additional Development Resources,
            at the times and rates described in SCHEDULE 8.

      (g)   If Sabre reasonably determines that the Development Resources (in
            the aggregate and/or with respect to particular skill sets) required
            to perform Development Services in a Quarter would be less than the
            corresponding Development Resources scheduled to be provided during
            such Quarter pursuant to the Development Services Budget, then Sabre
            will so advise Customer, and will use reasonable efforts to
            reallocate to non-Customer engagements the unneeded Development
            Resources during such Quarter. If Sabre is successful in
            reallocating all or part of the unneeded Development Resources, then
            Sabre will provide to Customer a credit against amounts payable
            pursuant to SCHEDULE 8, with respect to such Quarter, in an amount
            equal to: (i) for Development Resources successfully reallocated to
            Sabre's engagements with Third Party customers, the amounts paid by
            such customers to Sabre with respect to such re-allocated resources;
            and (ii) with respect to those resources reallocated to internal
            development projects of Sabre, Sabre's internal transfer rate; but
            such credit under clause (i) or (ii) will not exceed the amount that
            would have been paid to Sabre by Customer with respect to such
            reallocated resources for such Quarter.

      (h)   Without duplicating credits provided under other provisions of this
            Agreement, for any Quarter, Customer shall not be obligated to pay
            for scheduled Development Resources which are not actually used to
            provide Development Services as a result of Sabre's failure to
            assign such Development Resources to development projects according
            to priorities established in the Development Services Budget.

      (i)   [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]


2.6   DATA AND VOICE SERVICES: SPECIAL PROVISIONS. Sabre's provision to Customer
      of the Data and Voice Services will be subject to the provisions of
      SCHEDULE 16.

2.7   CERTAIN OTHER MUTUAL SERVICES.

      (a)   Either Party may, but is not obligated to, offer the other Party the
            opportunity to participate in joint development or co-funding on any
            Software application development. To the extent that the Parties
            decide to jointly develop or co-fund any such application

                                       -5-
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            development, the Parties will agree upon a development process and
            ownership of any resulting intellectual property in the Joint
            Development Agreement.

      (b)   The provisions of SECTIONS 2.7(a) and (b) shall continue as long as
            Sabre is providing Development Services under this Agreement. Except
            for the provisions expressly set forth in this SECTION 2.7, the
            terms governing a Party's provision of Software application
            development services to the other Party under SECTION 2.7 shall be
            governed by the terms a separate development agreement executed by
            the Parties with respect to such development services, rather than
            the terms of this Agreement. Notwithstanding the foregoing, except
            to the extent that such rights may be modified by the terms of the
            particular development agreement: (i) the terms of SECTIONS 4.4 and
            4.5 shall apply to Standard IP, Premium IP and Joint Interest IP
            made by a Party, or the Parties jointly, pursuant to this Agreement
            and the separate development agreement; [TEXT OMITTED-CONFIDENTIAL
            TREATMENT REQUESTED]

      (c)   In addition to (and separate from) Sabre's providing Services to
            Customer under this Agreement, a Party may permit the other Party to
            share Software and hardware resources (e.g., BTS servers, and
            "Destination Guide") of the first Party. Any such sharing of
            resources shall be pursuant to the mutual agreement of the Parties,
            as evidenced by a separate agreement for such sharing of resources
            and reflected in the Parties' separate agreement. [TEXT OMITTED-
            CONFIDENTIAL TREATMENT REQUESTED] Except for the expressed terms of
            this SECTION 2.7(d), the terms governing the sharing of resources
            shall be those set forth in such separate agreement, rather than the
            terms of this Agreement.

                                  ARTICLE III.
                            [Intentionally Omitted]

                         ARTICLE IV. PROPRIETARY RIGHTS

4.1   OWNERSHIP OF SABRE IP. As between Customer and Sabre, Sabre retains sole
      and exclusive ownership of all worldwide Intellectual Property Rights in
      the Sabre IP, including any derivative work, modification, update or
      enhancement All rights in and to the Sabre IP not expressly granted to
      Customer in this Agreement or in another written agreement between the
      Parties are reserved by Sabre. Nothing in this Agreement will be deemed to
      grant, by implication, estoppel or otherwise, a license under any of
      Sabre's existing or future patents.

4.2   THIRD PARTY SOFTWARE. All Third Party Software will be and will remain the
      property of the applicable Third Party vendor(s), and, as between Sabre
      and Customer, any derivative work, modification, updates or enhancements
      made by Sabre thereto will be owned by Sabre.

4.3   CUSTOMER ASSETS. All Customer Assets will be and will remain the property
      of Customer or Customer's Third Party licensors (as applicable), and, as
      between Customer and Sabre, any derivative work, modification, updates or
      enhancements made by Sabre thereto will (subject to SECTIONS 4.4 and 4.5)
      be owned by Customer.

4.4   OWNERSHIP OF DEVELOPED IP.

      (a)   Each Party will own all right, title and interest in and to all
            Standard IP and Premium IP made by such Party pursuant to this
            Agreement, and will control and pay for legal protection, including
            patents and copyrights where appropriate, for all such IP solely;
            provided, however, that such Party will have no obligation to obtain
            or maintain any legal protection for such IP. No Party will have any
            obligation to enforce or defend any of its

                                       -6-
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            IP. If a Party wishes to enforce any of its IP against a Third
            Party, the other Party will cooperate in such enforcement at the
            enforcing Party's expense.

      (b)   Joint Interest IP will be jointly owned by the Parties in accordance
            with the terms of the agreement pursuant to which such Joint
            Interest IP was made ("Joint Development Agreement"). Any rights or
            obligations with respect to obtaining and maintaining legal
            protection for Joint Interest IP will be allocated in accordance
            with the terms of the Joint Development Agreement. Each Party will
            cooperate with the other Party in any action brought by the other
            Party to enforce Joint Interest IP.

4.5   LICENSE RIGHTS IN DEVELOPED IP.

      (a)   Sabre may grant a license to any Third Party under any of Sabre's
            Standard IP to use and fully exploit such Standard IP.

      (b)   Sabre may grant a license under its Premium IP to any Third Party
            who, at the time such license is granted, is not a Customer Direct
            Competitor.

      (c)   Customer may grant a license to any Third Party under any of
            Customer's Standard IP to use and fully exploit such Standard IP.

      (d)   Customer may grant a license under its Premium IP to any Third Party
            who, at the time such license is granted, is not a Sabre Direct
            Competitor.

      (e)   Sabre hereby grants to Customer a perpetual, worldwide,
            non-exclusive, royalty-free license in all of Sabre's Standard IP
            and Premium IP for the unrestricted use and exploitation (including
            the right to make derivative works of and make modifications
            thereto) by Customer in its business. Sabre further grants to
            Customer the right to grant sublicenses under any of its Standard IP
            and Premium IP to any Third Party who, at the time such sublicense
            is granted, is not a Sabre Direct Competitor.

      (f)   Customer hereby grants to Sabre a perpetual, worldwide,
            non-exclusive, royalty-free license to all of Customer's Standard IP
            and Premium IP for the unrestricted use and exploitation (including
            the right to make derivative works of and make modifications
            thereto) by Sabre in its business. Customer further grants to Sabre
            the right to grant sublicenses under any of its Standard IP and
            Premium IP to any Third Party who, at the time such sublicense is
            granted, is not a Customer Direct Competitor.

      (g)   Any Software included in a Party's Standard IP or Premium IP (a)
            shall be licensed to the other Party in both source code and
            executable code, and (b) may be licensed or sublicensed by the other
            Party to Third Parties in executable code only.

      (h)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

                       ARTICLE V. CONTRACT ADMINISTRATION

5.1   CONTRACT ADMINISTRATION PROCESS. The Contract Administration Process
      describes and governs the process by which the Parties (a) propose or
      request Changes, (b) implement and manage Changes agreed in writing by the
      Parties, (c) resolve problems and issues with the Services and (d)

                                       -7-
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      implement and manage any other item which this Agreement provides or
      contemplates will be processed in accordance with the Contract
      Administration Process.

5.2   TESTING OF THIRD PARTY SERVICES AND SYSTEMS. Sabre's acceptance,
      installation, integration, implementation and operation of services,
      software and technology provided by Third Parties or Customer is subject
      to the Contract Administration Process. Sabre may test any such services,
      software or technology (including changes to Customer's IT environment)
      for compatibility with the Services, Sabre Software, and other components
      of IT systems operated by Sabre. Sabre may refuse to consent to, accept,
      install, integrate, implement or operate any service, software or
      technology provided by a Third Party or Customer (including any change to
      Customer's IT environment) if: (a) Sabre reasonably believes that any such
      activity would likely (i) have a material adverse impact on Services,
      Sabre Software, or other components of IT systems operated by Sabre or
      Sabre's operations, or (ii) cause a material increase in Sabre's costs to
      provide Services, unless the Parties have agreed in writing to an
      associated increase in Base Fees; or (b) Sabre is not provided, at
      Customer's expense, rights to Access and use such service, software or
      technology on reasonable terms (including requirements for firewalls,
      isolated access and password access) if Sabre's Access to or use thereof
      is necessary to perform Services. [TEXT OMITTED - CONFIDENTIAL TREATMENT
      REQUESTED] All Sabre activities in connection with this SECTION 5.2 are
      Exclusive Variable Services.

5.3   CHANGES IN DEMAND. Customer will give Sabre reasonable advance notice of
      material changes in Customer's requirements for any Service. Customer's
      failure to do so may adversely affect Services and Sabre's performance
      under this Agreement, and Sabre will not be liable to Customer for such
      adverse effects. Subject to the Contract Administration Process and
      Changes in writing agreed by the Parties, Sabre will adjust resources in
      response to such changes in Customer's requirements for Services.

                       ARTICLE VI. MANAGEMENT OF RESOURCES

6.1   MANAGEMENT OF RESOURCES.

      (a)   GENERAL. Sabre may reasonably (i) manage all resources used in
            providing Services as Sabre deems appropriate, (ii) decide which
            member of Sabre will perform any particular Service, and (iii)
            modify, enhance, update, add to, eliminate or replace any hardware,
            software, other technology, personnel or other Sabre resource used
            to provide Services or any element of its IT systems (and/or change,
            consolidate, eliminate or add locations from which it provides
            Services) from time to time so long as such action does not
            materially impair the functionality or performance of the Services.

      (b)   CUSTOMER ASSETS. Sabre will give Customer reasonable advance notice
            of proposed material changes to, replacements for or reallocations
            of Customer Assets. If such action would constitute a Change, the
            Parties will process such proposals pursuant to the Contract
            Administration Process. Subject to SECTION 14.11, Customer may
            reasonably refuse such proposed changes, replacements or
            reallocations.

6.2   ACCOUNT TEAM REVIEW. If Customer is reasonably dissatisfied with any Sabre
      personnel providing services, then Customer will describe in writing such
      dissatisfaction and the reasons therefor. Sabre shall use commercially
      reasonable efforts to remedy the problem giving rise to such
      dissatisfaction within thirty (30) days after receiving such notice. If
      Customer remains dissatisfied for good reason with the Sabre personnel in
      question after such thirty (30) day period, Sabre will promptly replace
      such Sabre personnel.

6.3   USE OF SUBCONTRACTORS. Sabre may subcontract any portion of the Services
      to any Sabre Subsidiary, Sabre Affiliate, and any Third Parties; provided
      that Sabre will not (without Customer's prior consent) subcontract
      Services to a Third Party which (at the time of such subcontracting)
      competes with Customer's business. Sabre will not disclose any
      Confidential

                                       -8-
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      Information of Customer to any subcontractor unless it has agreed in
      writing to protect the confidentiality of such Confidential Information in
      a manner no less restrictive than required under SECTION 9.2, and to use
      such information only as needed to perform subcontracted Services, and
      such disclosure shall be only to the extent reasonably needed to perform
      subcontracted Services. Sabre is responsible for Services performed by its
      subcontractors (excluding subcontractors under Service Contracts or other
      agreements included with the Customer Assets, whose performance is the
      responsibility of Customer).

6.4   MANAGEMENT OF THIRD PARTY SERVICES. The Parties acknowledge that to the
      extent provided in the description of Services in SCHEDULES 2.1 and 2.2,
      certain of the Services include Sabre's management or procurement of
      various services and products provided by Third Parties at the request, or
      with the consent of Customer (e.g., certain telecommunications services).
      Customer agrees that this arrangement does not constitute Sabre's
      subcontracting of Services for purposes of this Agreement, and that Sabre
      is not responsible or liable for the performance, inadequate performance
      or non-performance of such Third Party services or products. The remedies
      for any such Third Party service or product problems to the extent
      attributable to nonperformance or inadequate performance by any such Third
      Party provider or nonconformance of any such Third Party product will be
      the remedies set forth in the applicable agreement with the provider of
      such Third Party service or product. Nonetheless, if Customer expresses
      any concerns to Sabre about any such Third Party services or products,
      Sabre will use commercially reasonable efforts to manage relationships and
      to minimize difficulties with providers of such Third Party services or
      products.

                      ARTICLE VII. CUSTOMER'S OBLIGATIONS

7.1   RESTRICTIONS ON USE.

      (a)   GENERAL. Customer will restrict access to and use of the Services,
            Sabre Software and other components of IT systems owned or licensed
            by Sabre and utilized by Sabre to perform Services to Customer's own
            employees and individual independent contractors who require such
            access and use in performing their duties. Customer may not, without
            Sabre's consent, which may be withheld in Sabre's sole discretion:
            (i) access or use Services, Sabre Software or other components of IT
            systems owned or licensed by Sabre and utilized by Sabre to perform
            Services for any purpose other than for Customer's internal
            operations or (to the extent that the description of Services
            specifies the Access Locations from which Services may be Accessed)
            from any location other than the Access Locations (except that
            Customer employees whose workplace is an Access Location may
            remotely access Services or Sabre Software when away from their
            workplace); or (ii) permit any Third Party to access or use
            Services, Sabre Software or other components of IT systems owned or
            licensed by Sabre and utilized by Sabre to perform Services.
            Customer's access or use thereof for outsourcing, service bureau or
            similar purposes, or for the benefit of any Third Party, is
            prohibited. Notwithstanding the foregoing, Customer shall have the
            Intellectual Property Rights provided for in SECTIONS 4.4 AND 4.5;
            and Customer may provide its customers with customary access to
            Customer web sites hosted by Sabre.

      (b)   PERMITTED THIRD PARTY. Us Notwithstanding the foregoing, Customer
            may permit Third Party IT Service Providers and their employees to
            access and use, solely for the purpose of their performing services
            for Customer, the Services, Sabre Software and other components of
            IT systems owned or licensed by Sabre and utilized by Sabre to
            perform Services, provided that such Third Party IT Service
            Providers will be subject to the obligations of this Agreement
            including, but not limited to, the confidentiality obligations set
            forth in SECTION 9.2. Customer will notify Sabre of, and is
            responsible and liable for, such access and use.

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7.2   CUSTOMER FACILITIES AND RELATED SERVICES. Customer will provide to Sabre,
      and its employees, subcontractors and agents, Access to Customer's
      facilities, including all Access Locations, twenty-four (24) hours a day,
      seven (7) days a week, as needed to perform the Services. Customer will
      also provide, at Customer's expense, such resources and services at
      Customer's facilities (including Access Locations), as are necessary for
      Sabre to provide the Services. All space provided to Sabre at Customer's
      facilities will remain free of health and safety hazards and in compliance
      with applicable Environmental Laws. Sabre personnel shall comply with the
      customary rules of Customer (which shall not unreasonably impede Sabre in
      the performance of Services) with respect to Access to Customer's
      facilities and Access Locations.

7.3   ASSISTANCE, CONSENTS AND GOVERNMENTAL APPROVALS.

      (a)   CUSTOMER COOPERATION AND PROVISION OF RESOURCES. Customer will
            cooperate with, support and participate in Sabre's efforts to
            provide Services and punctually accomplish its obligations under
            this Agreement. Without limiting the generality of the foregoing,
            Customer will, at Customer's expense: (i) promptly provide Sabre
            with all resources, information, advice, authorizations,
            instructions, decisions, approvals, signatures and other assistance
            Sabre may reasonably request in connection with the Services; and
            (ii) make available appropriate employees and contractors of
            Customer for such purposes. In addition, Customer will provide
            written evidence of Sabre's agency authority as Sabre may reasonably
            request in order to provide the Services contemplated by this
            Agreement. Customer's management authority shall include all
            "ordinary course of business" functions related to management of
            Customer Assets. Sabre shall consult with Customer prior to taking
            any material actions (e.g., the institution of, or settlement of,
            litigation or enforcement actions) with respect to Customer Assets.

      (b)   OBTAINING REQUIRED CONSENTS. Customer will use commercially
            reasonable efforts to obtain all Required Consents (to the extent
            related to the Customer Assets, or required under contracts to which
            Customer is a party or Laws binding upon Customer) as promptly as
            possible and will pay all fees, royalties, costs, expenses and other
            charges now or hereafter properly payable to any Third Party in
            order to obtain and maintain such Required Consents. Customer will
            provide Sabre with written evidence of such Required Consents upon
            Customer's receipt thereof. Unless and until a Required Consent is
            obtained, Customer will adopt such alternative approaches as are
            necessary for Sabre to perform all obligations and enjoy the
            benefits (economic, operational or otherwise) arising under or in
            connection with this Agreement without such Required Consent.

7.4   CUSTOMER ASSETS.

      (a)   GENERAL. Customer will provide Sabre Access to and use of the
            Customer Assets, on terms and conditions acceptable to Sabre, for
            use by Sabre and its subcontractors and agents in performing the
            Services, and will act as Sabre's agent to the maximum extent
            permitted by law, to obtain the full benefits of the Customer Assets
            for Sabre as needed to provide Services under this Agreement.
            Customer will pay all fees, royalties, costs, expenses and other
            charges now or hereafter properly payable to any Third Party in
            connection with, or under agreements relating to, the Customer
            Assets or arising from Sabre's Access thereto or proper use thereof.

      (b)   INTELLECTUAL PROPERTY RIGHTS. Sabre's rights under this SECTION 7.4
            include royalty-free rights for Sabre and its subcontractors and
            agents to use, reproduce, create derivative works from and
            sublicense all Customer Owned Systems, Customer Licensed Systems,
            Customer Owned Intellectual Property Rights and Customer Third Parry
            Intellectual Property Rights solely for the purpose of performing
            (and as needed to perform) the Services. Customer will provide to
            Sabre copies of software included in the Customer Assets in object
            code and source code formats, and in a form and on media compatible
            with the equipment that Sabre is then operating on Customer's
            behalf, together with all

                                      -10-
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            related documentation. To the extent that Sabre makes any
            modifications or enhancements to Customer Owned Systems, Customer
            Licensed Systems, Customer Owned Intellectual Property Rights or
            Customer Third Parry Intellectual Property Rights under this
            Agreement, Sabre will provide Customer, upon expiration or
            termination of this Agreement for any reason or upon Customer's
            reasonable request, with sufficient documentation and source code to
            fully utilize such modifications and enhancements.

      (c)   AMENDMENT, MODIFICATION OR TERMINATION. Customer will use
            commercially reasonable efforts to notify Sabre prior to Customer's
            extending the term of, modifying, or terminating any Equipment
            Lease, System License Agreement, Intellectual Property License
            Agreement, Service Contract, Authorization or Other Contract
            included within the Customer Assets. If such extension, modification
            or termination would prevent or interfere with Sabre's compliance
            with its obligations under this Agreement, then such action will be
            processed as a Change pursuant to the Contract Administration
            Process. If such action would increase the costs or expenses
            incurred Sabre in providing Services under this Agreement, then,
            following Sabre's notice to Customer of such increase and delivery
            to Customer of appropriate information evidencing such increase,
            Customer shall reimburse Sabre for such increased costs and
            expenses.

7.5   CUSTOMER'S IT ENVIRONMENT.

      (a)   GENERAL. Customer will not make any Change to Customer's IT
            environment (including Changes to, network configuration or
            telecommunications network) without (i) conforming to Sabre's
            reasonable standards and requirements for Customer's IT environment
            and (ii) complying with the Contract Administration Process.
            Customer will not permit installation on, or use with, personal
            computers or other elements of Customer's IT environment or software
            which has not been validly licensed or sublicensed to Customer by
            Third Parties or Sabre.

      (b)   SABRE RECOMMENDATIONS. Sabre may from time to time recommend changes
            in Customer's IT environment. The Parties will process such
            recommendations as Changes subject to the Contract Administration
            Process. Subject to SECTION 14.11, Customer may reasonably refuse
            such recommendations.

7.6   CUSTOMER DATA. Customer will be solely responsible for the accuracy of
      Customer Data and the timely inputting of such Customer Data and any
      changes thereto.

               ARTICLE VIII. WARRANTIES AND ADDITIONAL COVENANTS

8.1   WARRANTIES AND ADDITIONAL COVENANTS.

      (a)   QUALIFIED WORK FORCE. Sabre represents and warrants that its
            personnel possess the proper skill, training, experience and
            background to perform the Services, and the Services will be
            provided in a professionally diligent and workmanlike manner,
            consistent with industry standards.

      (b)   YEAR 2000. Sabre represents and warrants that the Sabre Software
            specified in SCHEDULE 10, [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED] as of the Effective Date will be Year 2000 Compliant
            when running on computers and operating systems selected, supplied
            or certified by Sabre and when used in accordance with Sabre's
            documentation for such systems. If any such Sabre Software is
            found not to be Year 2000 Compliant, Sabre will cause such
            non-conforming system to be Year 2000 Compliant, at no additional
            cost to Customer, as soon as reasonably practicable.
            Notwithstanding the foregoing, Sabre will not be responsible for a
            failure of any Sabre Software to be Year 2000 Compliant to the
            extent such failure is the direct result of (A) the receipt of data
            in incorrect formats, (B) the interoperation with

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            machines, software or tools of Customer or any other Third Parties
            that are not Year 2000 Compliant, and (C) any modifications made by
            Customer or any other Third Parties to the Sabre Software, unless
            such modifications were approved or authorized by Sabre. The remedy
            provided in this SECTION 8.1(b) is the sole and exclusive remedy
            available to Customer, and the sole and exclusive obligation of
            Sabre, for a breach of this SECTION 8.1(b). The Services do not
            include, and Sabre will not be responsible or liable for, any
            changes, modifications, updates or Enhancements to any Assets or
            Third Party hardware, software, equipment or other items which may
            be necessary so that such items are Year 2000 Compliant.

      (c)   PASS-THROUGH WARRANTIES AND INDEMNITIES. Each Party, to the extent
            permissible, will pass through to the other Party any rights it
            obtains under Warranties and indemnities given by its Third Party
            licensors, subcontractors or suppliers in connection with any
            services, telecommunications networks, software, equipment or other
            assets provided by such Party pursuant to this Agreement. In the
            event of a Third Party Software or equipment nonconformance, or
            nonperformance or inadequate performance by any Third Party vendor,
            Sabre will coordinate with, and be the point of contact for
            resolution of the problem through, the applicable vendor. Upon
            becoming aware of a problem, Sabre will notify such vendor and will
            use commercially reasonable efforts to cause such vendor to promptly
            repair or replace the nonconforming item or remedy the
            nonperformance or inadequate performance in accordance with such
            vendor's obligations. If any warranties or indemnities may not be
            passed through, the Party providing such services, software,
            equipment or other assets agrees that it will, upon request of the
            other Party, take commercially reasonable action to enforce any
            applicable warranty or indemnity which is enforceable by such Party
            in its own name. Neither Party, however, is obligated to resort to
            litigation or other formal dispute resolution procedures to enforce
            any such warranty or indemnity unless the other Party agrees to
            reimburse such Party for all costs and expenses incurred in
            connection therewith, including reasonable attorneys' fees and
            expenses.

      (d)   CORPORATE MATTERS. Each Party represents and warrants that as of the
            Effective Date: (i) it is a corporation or partnership duly
            organized and validly existing and in good standing under the Laws
            of its jurisdiction of formation and has the authority to carry on
            its business as now conducted and to own, lease and operate its
            assets; (ii) it has the power, authority and legal rights to
            execute, deliver and perform its obligations under this Agreement
            and to contemplate the transactions contemplated hereby; (iii) the
            execution, delivery and performance of its obligations under this
            Agreement and the transactions contemplated hereby have been duly
            authorized by all necessary corporate or partnership action; and
            (iv) this Agreement has been duly executed and delivered by duly
            authorized representatives of such Party and this Agreement
            constitutes a legal, valid and binding obligation enforceable
            against it in accordance with its terms.

      (e)   VALIDITY OF CONTEMPLATED TRANSACTIONS. Each Party represents and
            warrants that as of the Effective Date neither the execution and
            delivery of this Agreement, the performance of any of its
            obligations hereunder, nor the consummation of any of the
            transactions contemplated herein will violate, conflict with or
            result in a breach of or default under any terms, conditions or
            provisions of (i) any existing Law to which it or its assets is
            subject, (ii) any judgment, order, writ, injunction, decree or award
            of any Governmental Authority which is applicable to it or its
            assets, (iii) any provision of its organizational documents or other
            document of formation or governance to which it is a Party or by
            which any of its assets are bound, or (iv) any mortgage, indenture,
            agreement, contract, commitment, lease, plan, Authorization or other
            instrument, document or understanding, oral or written, to which it
            is a Party.

      (f)   REQUIRED CONSENTS. Each Party represents and warrants that as of the
            Effective Date it has duly obtained all material Required Consents
            [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED], and duly made
            all required registrations,

                                      -12-
<Page>

            declarations or filings with any Governmental Authority, which are
            required on its part as a condition to the execution, delivery and
            performance of this Agreement.

8.2   DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
      AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
      OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY,
      SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
      RESULTS TO BE DERIVED FROM THE USE, OF ANY SERVICE, SOFTWARE, HARDWARE OR
      OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.

               ARTICLE IX. DATA, CONFIDENTIALITY AND AUDIT RIGHTS

9.1   CUSTOMER DATA.

      (a)   OWNERSHIP. All Customer Data will remain the sole property of
            Customer. Sabre may Access and use Customer Data as needed to
            perform its obligations hereunder. Upon expiration or termination of
            this Agreement, Sabre will, at Customer's expense, return to
            Customer, in Sabre's then-existing, machine-readable format and
            media, all Customer Data in Sabre's possession. Sabre will not use
            Customer Data for any purpose other than providing Services.

      (b)   SAFEGUARDING. Sabre will employ substantially the same safeguards it
            uses for data of its other customers of similar services, but not
            less than reasonable safeguards, in protecting Customer Data against
            accidental or unauthorized deletion, destruction or alteration.
            Sabre personnel having Access to Customer Data will be informed of
            their duties to maintain its confidentiality and to use it only for
            purposes permitted hereunder. Customer may establish backup security
            for Customer Data and retain backup data files if it so chooses.
            Sabre will have Access to such backup data files as is reasonably
            required by Sabre.

      (c)   USE IN SABRE CRS. Notwithstanding anything to the contrary contained
            in this Agreement, this Agreement will not apply to or govern
            Customer Data that is processed by or stored in the Sabre CRS. All
            rights and obligations with respect to Customer Data that is
            processed by or stored in the Sabre CRS will be governed by the
            Access Agreement.

9.2   CONFIDENTIALITY.

      (a)   OWNERSHIP; SCOPE OF OBLIGATION. As between the Parties, the
            Confidential Information of each Party will remain its sole
            property. Confidential Information will be used by the recipient
            Party only for purposes of this Agreement. Each Party will hold the
            Confidential Information of the other Party in strict confidence and
            protect such Confidential Information from disclosure using the same
            care it uses to protect is own confidential information of like
            importance, but not less than reasonable care. No Confidential
            Information will be disclosed by the recipient Party without the
            prior written consent of the other Party, except that each Party may
            disclose this Agreement and the other Party's Confidential
            information to its directors, employees, attorneys, agents,
            auditors, insurers and subcontractors who require access to such
            information in connection with their employment or engagement and
            who are obligated to keep such information confidential in a manner
            no less restrictive than set forth in this SECTION 9.2. The Party
            employing or engaging such Persons is responsible and liable for
            their compliance with such confidentiality obligations.

      (b)   EXCEPTIONS. This Agreement does not prevent or restrict use or
            disclosure by the recipient Party of Confidential Information of the
            disclosing Party that (i) was in the

                                      -13-
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            public domain when communicated to the recipient Party, (ii) enters
            the public domain through no fault of the recipient Party, (iii) was
            in recipient Party's possession free of any obligation of confidence
            when communicated to the recipient Party or (iv) was rightfully
            communicated to the recipient Party by a Third Party free of any
            obligation of confidence to the disclosing Party. If Confidential
            Information is required to be disclosed by law or a Governmental
            Authority, including pursuant to a subpoena or court order, such
            Confidential Information may be disclosed, provided that the Party
            required to disclose the Confidential Information (x) promptly
            notifies the disclosing Party of the disclosure requirement (y)
            cooperates with the disclosing Party's reasonable efforts to resist
            or narrow the disclosure and to obtain an order or other reliable
            assurance that confidential treatment will be accorded the
            disclosing Party's Confidential Information, and (z) furnishes only
            Confidential Information that the Party is legally compelled to
            disclose according to advice of its legal counsel. Upon written
            request at the expiration or termination of this Agreement, all
            documented Confidential Information (and all copies thereof) owned
            by the requesting Party will be returned to it or destroyed by the
            recipient Party, with written certification thereof.

      (c)   RESIDUAL KNOWLEDGE. Each Party acknowledges that the other may, as a
            result of its receipt of or exposure to the other Party's
            Confidential Information, increase or enhance the knowledge and
            experience retained in the unaided memories of its directors,
            employees, agents or contractors. Notwithstanding anything to the
            contrary in this Agreement, a Party and its directors, employees,
            agents or contractors may use and disclose such knowledge and
            experience in such Party's business, so long as such use or
            disclosure does not involve specific Confidential Information
            received from the other Party. The disclosing Party will not have
            rights in such knowledge and experience acquired by the recipient
            Party, nor rights in any business endeavors of the recipient Party
            which may use such knowledge and experience, nor rights to
            compensation related to the recipient Party's use of such knowledge
            and experience.

9.3   AUDIT RIGHTS.

      (a)   GENERAL. Auditors designated by Customer, and who agree in writing
            to the security and confidentiality obligations and procedures
            required by Sabre, will be provided with reasonable access to
            locations from which Sabre provides Services to enable them to audit
            (at Customer's expense, subject to SECTION 9.3(e)) Sabre's
            activities under this Agreement including verifying that Services
            are being provided in accordance with this Agreement. The auditors
            must be nationally recognized firms and Customer may not designate
            any auditor who, in Sabre's reasonable opinion, is a competitor of,
            or affiliated with a competitor of, Sabre or its Subsidiaries.

      (b)   PROCEDURES. Such audits may be conducted once a year during
            reasonable business hours. Customer will provide Sabre with at least
            thirty (30) days prior written notice of an audit. Sabre will
            cooperate with the audit will make the information reasonably
            required to conduct the audit available on a timely basis and will
            assist the designated employees of Customer's auditors as reasonably
            necessary. If Sabre requires resources in addition to those required
            in the ordinary course of its delivery of the Services to satisfy
            its obligations under this SECTION 9.3(b), such additional resources
            will be charged as Variable Services. Sabre will not be required to
            provide access to the proprietary data of Sabre or other Sabre
            customers. All information pertaining to Sabre (including the IP,
            business, properties or Services of Sabre) learned or exchanged in
            connection with the conduct of an audit, as well as the results of
            any audit is Confidential Information of Sabre.

      (c)   RESULTS. Customer will provide Sabre copies and results of each
            audit. The Parties will review the results of an audit, will
            identify all relevant audit issues and will determine (i)

                                      -14-
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            what, if any, actions will be taken in response to such audit
            issues, and (ii) which Party will be responsible for the cost of
            taking the actions necessary to resolve such issues.

      (d)   RECORDS RETENTION. Sabre will retain books and records that are
            reasonably required to verify that Services are being provided in
            accordance with this Agreement for a period of [TEXT OMITTED-
            CONFIDENTIAL TREATMENT REQUESTED] after their creation.

      (e)   COSTS OF AUDIT. In the event an audit conducted pursuant to this
            SECTION 9.3 reveals that Sabre has overcharged Customer by an amount
            in excess of [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] during
            a period of at least [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED], then Sabre will pay or reimburse Customer for the
            reasonable costs of such audit that are attributable to that portion
            of the auditor's fees charged Customer for auditing amounts charged
            by Sabre under the Agreement.

                              ARTICLE X. PAYMENTS

10.1  FEES FOR BASE SERVICES. In consideration for the performance of the Base
      Services, Customer will pay to Sabre the Fees set forth in SCHEDULE 8.

10.2  FEES FOR VARIABLE SERVICES. In consideration for any agreement by Sabre to
      provide Variable Services, Customer will pay to Sabre the Fees set forth
      in SCHEDULE 8.

10.3  THIRD PARTY FEES. Customer will pay all fees, royalties, costs, expenses
      and other charges now or hereafter payable to any Third Party in
      connection with or related to Third Party Software, Customer Assets or
      data used by Sabre in performing the Services or Accessed or used by
      Customer (or permitted Third Parties).

10.4  EXPENSES. Customer will reimburse Sabre for all reasonable travel,
      travel-related (including food, lodging and incidental) and out-of-pocket
      expenses incurred by Sabre, its subcontractors or agents in performing
      Services under this Agreement. Sabre has provided Customer with written
      reimbursement guidelines as in effect on the Effective Date, and will
      forward to Customer written copies of each amendment thereto.

10.5  MANNER OF PAYMENT. All payments will be made by wire transfer to a bank
      account designated by Sabre or through such other means as the Parties
      agree. If a Subsidiary or Affiliate of Sabre provides Services, Sabre may
      opt for such Subsidiary or Affiliate to invoice Customer for Services it
      provides, in which case Customer will pay that entity directly.

10.6  INVOICING AND TIME OF PAYMENT. SCHEDULE 8 sets forth procedures by which
      Fees are invoiced by Sabre and dates by which Fees are due and payable by
      Customer. Each invoice will itemize the Fees contained therein, and will
      be accompanied by reasonable detail in accordance with Sabre's customary
      billing practices. Sabre will provide Customer additional information
      about invoices as Customer reasonably requests and as Sabre customarily
      provides.

10.7  TAXES. Customer will be responsible for and will pay for any Taxes that
      are imposed on or determined by reference to (a) services or property
      provided under this Agreement, (b) the payments due to Sabre pursuant to
      this Agreement, including (i) payments for the sale, delivery or
      furnishing of any property or services (including the Services or access
      to or use of Sabre Software) hereunder and (ii) Taxes arising from the
      payments under this SECTION 10.7 and SECTION 10.8 below, or (c) the
      execution, delivery, notarization, recordation or other similar action
      with respect to, this Agreement; provided, however, that Customer will not
      be responsible for Taxes imposed on the net income of Sabre.

10.8  NET PAYMENTS. All payments due to Sabre under this Agreement will be made
      free and clear of any withholdings for present or future Taxes. If
      Customer is required by law to make any deduction or withholding of Taxes
      from any payment due to Sabre, then: (a) Customer will effect such
      deduction or withholding, and remit such Taxes to the appropriate taxing
      authorities; (b) the

                                      -15-
<Page>

      amount payable to Sabre upon which such deduction or withholding is based
      will be increased to the extent necessary to ensure that after such
      deduction or withholding Sabre is paid a net amount equal to the amount
      Sabre would have been paid in the absence of such deduction or
      withholding; (c) if requirements of Law or any reason indicated in this
      SECTION 10.8 cause any further deduction or withholding of Taxes, the
      amount payable to Sabre will be further increased to the extent necessary
      to ensure that after such deduction or withholding, Sabre is paid a net
      amount equal to the amount Sabre would have been paid in the absence of
      such further deductions or withholdings; and (d) Customer will provide
      Sabre with the original receipt, a duplicate original receipt, or a duly
      certified or authenticated copy of the receipt, and copies of cancelled
      checks, for any Taxes deducted or withheld and remitted to the appropriate
      taxing authorities under this SECTION 10.8. Such receipts or copies will
      be provided to Sabre within sixty (60) days following the date of
      deduction or withholding.

10.9  INTEREST. If Customer fails to pay any amount when properly due, the
      past-due amount will bear interest, until paid, at a rate of [TEXT
      OMITTED-CONFIDENTIAL TREATMENT REQUESTED] or the maximum rate allowed by
      law, whichever is less. Such interest will be payable as it accrues, upon
      demand.

                        ARTICLE XI. TERM AND TERMINATION

11.1  TERM. The term of this Agreement will begin on the Effective Date and,
      unless terminated earlier under SECTION 11.2, will remain in [TEXT
      OMITTED-CONFIDENTIAL TREATMENT REQUESTED]. Subject to SECTION 11.2 the
      period of time during which Sabre will provide each of the following
      Categories of Service will be as follows:

      (a)   DATA AND VOICE SERVICES: Through March 31, 2003.

      (b)   DEVELOPMENT SERVICES: Fifteen (15) years from March 7, 2000.

11.2  TERMINATION.

      (a)   If a Party commits a Material Breach, the other Party may terminate
            this Agreement by notifying the breaching Party; provided, however,
            that if a Material Breach pertains to only one Category of Services
            then the other Party may terminate this Agreement only with respect
            to the Category of Service to which the Material Breach pertains.

      (b)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      (c)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

11.3  EFFECT OF EXPIRATION OR TERMINATION.

      (a)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      (b)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

                                      -16-
<Page>

      (c)   TERMINATION ASSISTANCE. If this Agreement expires under SECTION 11.1
            or is terminated by Customer under SECTION 11.2, Sabre will provide
            Termination Assistance Services during a period of time
            ("Termination Assistance Period") beginning on the earlier of (a)
            the date of expiration or termination of a Category of Services
            under the Agreement and (b) a date (not more [TEXT OMITTED-
            CONFIDENTIAL TREATMENT REQUESTED] prior to then-scheduled
            expiration of the Term) specified by Customer in a written notice
            to Sabre; and ending that number of days following the
            commencement of the Termination Assistance Period, for each of the
            following Categories of Service as follows: (i) Data and Voice
            Services: [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]; and
            (ii) Development Services: [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED]. Customer will continue to pay all Fees during such
            period. This Agreement remains in effect during the Termination
            Assistance Period and applies to the Termination Assistance
            Services. Customer will cooperate in good faith with Sabre in
            connection with Sabre's obligations under this SECTION 11.3(c),
            and will perform its obligations under the Termination Assistance
            Plan. Sabre is not required to provide Termination Assistance
            Services if it terminates this Agreement under SECTION 11.2(a),
            and is not required to begin new Development Services projects
            following the termination of this Agreement with respect to
            Development Services.

      (d)   DISCLOSURE OF INFORMATION. Sabre is not required to disclose Sabre's
            Confidential Information to any successor Third Party IT service
            provider except to the extent that Customer is entitled thereto.
            Customer will cause any such Third Party IT service provider to
            agree in writing on terms acceptable to Sabre to maintain the
            confidentiality of all Sabre Confidential Information and to use
            such information only for purposes authorized under this Agreement.
            Customer will use commercially reasonable efforts to assure such
            Third Party's compliance with such confidentiality obligation.

      (e)   TERMINATION OF CATEGORY OF SERVICES. To the extent that this
            Agreement is terminated with respect to a particular Category of
            Services, and not in its entirety, then the provisions of this
            SECTION 11.3 shall apply to the Category of Services with respect of
            which this Agreement has been terminated. Further, to the extent
            that a particular Category of Services is terminated, the
            obligations with respect to associated Exclusive Variable Services
            will also terminate.

                     ARTICLE XII. INDEMNITIES AND LIABILITY

12.1  INDEMNITIES.

      (a)   TAXES. Each Party will indemnify, defend and hold harmless the other
            Party and its Affiliates from and against all Losses arising out of,
            under or in connection with any claim for Taxes for which the
            indemnitor is financially responsible under this Agreement.

      (b)   PERSONAL INJURY AND PROPERTY DAMAGE. Each Party will indemnify,
            defend and hold harmless the other Party and its Affiliates from and
            against all Losses arising out of, under or in connection with (i)
            bodily or other personal injury to, or death of, any Person or (ii)
            damage to or destruction of any tangible property, in each case
            resulting from, or arising out of, under or in connection with, the
            gross negligence or willful misconduct of the indemnitor or any of
            its Subsidiaries; provided that Sabre will have no indemnification
            obligation in respect of Losses arising out of, under or in
            connection with any incident for which it is entitled to
            indemnification under SECTIONS 12.1(d) and 12.1(g).

                                      -17-
<Page>

      (c)   INFRINGEMENT.

            (i)   GENERAL. Sabre will indemnify, defend and hold harmless
                  Customer and its Affiliates against any action or cause of
                  action based on a claim that any Sabre IP (excluding portions
                  owned by Third Parties or Customer Assets) (A) infringes a
                  copyright, (B) infringes a patent granted under United States
                  law, (C) infringes a trademark granted under United States
                  law, or (D) constitutes an unlawful disclosure, use or
                  misappropriation of a Third Party's Trade Secrets. Customer
                  will indemnify, defend and hold harmless Sabre and its
                  Affiliates against any action or cause of action based on a
                  claim that any Customer IP (excluding portions owned by Third
                  Parties) or Owned Systems or Owned Intellectual Property
                  Rights (W) infringes a copyright, (X) infringes a patent
                  granted under United States law, (Y) infringes a trademark
                  granted under United States law, or (Z) constitutes an
                  unlawful disclosure, use or misappropriation of a Third
                  Party's Trade Secrets. The indemnitor will bear the expense of
                  such defense and pay any damages and attorneys' fees that are
                  attributable to such claim finally awarded by a court of
                  competent jurisdiction. Notwithstanding the foregoing, neither
                  Party will be liable to the other for a claim of indirect or
                  contributory infringement, including claims based on use of
                  Intellectual Property Rights with equipment or software not
                  agreed by the indemnitor or in a manner for which such rights
                  are not designed or indemnitee's modifications to Intellectual
                  Property Rights (other than those made at the indemnitor's
                  request).

            (ii)  ADDITIONAL REMEDY. If Sabre IP or Customer IP (or Owned
                  Systems or Owned Intellectual Property Rights) becomes the
                  subject of a claim under this SECTION 12.1(c), or in the
                  indemnitor's reasonable opinion is likely to become the
                  subject of such a claim, then, in addition to defending the
                  claim and paying any damages and attorneys' fees as required
                  above, the indemnitor will use commercially reasonable efforts
                  to either (A) replace or modify the Sabre IP or Customer IP
                  (or Owned Systems or Owned Intellectual Property Rights), as
                  applicable, to make it noninfringing or cure any claimed
                  misuse of a Third Party's Trade Secret or (B) procure for the
                  indemnitee the right to continue using the Sabre IP or
                  Customer IP (or Owned Systems or Owned Intellectual Property
                  Rights), as applicable. Any costs associated with either
                  alternative will be borne by the indemnitor. If neither option
                  is available to the indemnitor through the use of commercially
                  reasonable efforts, (X) the indemnitee will return such Sabre
                  IP or Customer IP (or Owned Systems or Owned Intellectual
                  Property Rights), as applicable, to the indemnitor and (Y) if
                  requested by the indemnitee in good faith, the Parties will
                  negotiate, pursuant to SCHEDULE 13, but subject to SECTION
                  12.2, to reach a written agreement on what if any, monetary
                  damages (in addition to the indemnitor's obligations under
                  this SECTION 12.1(c)) are reasonably owed by the indemnitor to
                  the indemnitee.

      (d)   PROVISION OF SERVICES. Customer will indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of or in connection with (i) Customer's improper use of
            the Services, (ii) the failure of any equipment, products or
            services provided by Customer, including, without limitation, the
            Customer Assets, (iii) any act or omission of any Third Party
            furnishing products, equipment, software or any other items or
            services which are required by Customer to use the Services, (iv)
            unauthorized modifications, alterations, tampering, adjustment or
            repair of the Services, Applications or other components of the IT
            systems operated by Sabre to perform the Services caused by Customer
            or any Third Party permitted access to or use thereof by Customer;
            (v) the distribution, display or publication of any material
            delivered by or through Customer (other than material provided by
            Sabre) over or using the internet, including with respect to such
            information: (A) content whether editorial, advertising, or
            otherwise, (B) copyright infringement, libel, indecency,
            misrepresentation, invasion of privacy, or (C)

                                      -18-
<Page>

            statements for other materials made or made available by readers of
            the content or by persons to whom the content is linked at the
            request of Customer; and (vi) Customer's use of the Data and Voice
            Services provided by Sabre including (A) the abuse or fraudulent use
            of the Data and Voice Services (or the voice or data networks to
            which the Data and Voice Services pertain), (B) any information,
            data, or message transmitted over the network by Customer that
            constitutes libel, slander, infringement of copyright, invasion of
            privacy, violation of trans-border data flow regulations, or
            alterations of private records or data, or (C) Customer's failure to
            comply with the provisions of SCHEDULE 16.

      (e)   EMPLOYEES. Each Party will indemnify, defend and hold harmless the
            other Party and its Affiliates from and against all Losses arising
            out of, under or in connection with an act or omission of the
            indemnitor in its capacity as an employer of a Person and arising
            out of or relating to (i) federal, state or other Laws or
            regulations for the protection of Persons who are members of a
            protected class or category of Persons, (ii) sexual discrimination
            or harassment (iii) accrued employee benefits not expressly assumed
            by the indemnitee and (iv) any other aspect of the employment
            relationship or its termination (including claims for breach of an
            express or implied contract of employment) and which, with respect
            to each of clauses (i) through (iv), arose when the Person asserting
            the claim, demand, charge, actions, cause of action or other
            proceeding was or purported to be an employee of the indemnitor.
            Customer acknowledges and agrees that its employee indemnity
            obligation set forth above includes Losses for severance benefits.

      (f)   REQUIRED CONSENTS. Customer will indemnify, defend and hold harmless
            Sabre and its Affiliates from and against all Losses arising out of,
            under or in connection with Customer's failure or inability to
            obtain any Required Consents (to the extent related to the Customer
            Assets, or required under contracts to which Customer is a party or
            Laws binding upon Customer). Sabre will indemnify, defend and hold
            harmless Customer and its Affiliates from and against all Losses
            arising out of, under or in connection with Sabre's failure or
            inability to obtain any Required Consents (except for Required
            Consents related to the Customer Assets, or required under contracts
            to which Customer is a party or Laws binding upon Customer).

      (g)   CUSTOMER'S END USERS. The Parties acknowledge that by entering into
            this Agreement, Sabre shall not assume and should not be exposed to
            the business and operational risks associated with Customer's
            business. Customer therefore shall indemnify, defend and hold
            harmless Sabre and its Affiliates from and against all Losses
            arising out of or in connection with any claim by any customer or
            end user of Customer, or of any of the customers or end users of any
            such customer or end user.

      (h)   PROCEDURES FOR THIRD PARTY CLAIMS. Notwithstanding any provision to
            the contrary, the indemnification obligations set forth in this
            SECTION 12.1 for Losses arising out of, under or in connection with
            Third Party claims, actions or causes of action will not apply
            unless the Party claiming indemnification:

            (i)   promptly notifies the other Party of any matters to which the
                  indemnity may apply and of which the notifying Party has
                  knowledge in order to allow the indemnitor an opportunity to
                  investigate and defend the matter; provided that the failure
                  to so notify will only relieve the indemnitor of its
                  obligations if and to the extent that the indemnitor is
                  prejudiced thereby; and

            (ii)  gives the other Party full opportunity to control the response
                  thereto and the defense thereof, including any agreement
                  relating to the settlement thereof; provided that the
                  indemnitee will have the right to participate in any legal
                  proceeding or audit to contest and defend a claim for
                  indemnification involving a Third Party and to be represented
                  by legal counsel of its choosing, all at the

                                      -19-
<Page>

                  indemnitee's cost and expense. If the indemnitor fails to
                  promptly assume the defense of the claim, the Party entitled
                  to indemnification may assume the defense at the indemnitor's
                  cost and expense.

            The indemnitor will not be responsible or liable for any settlement
            or compromise made without its consent unless the indemnitee has
            tendered notice and the indemnitor has then refused to assume and
            defend the claim and it is later determined that the indemnitor was
            liable to assume and defend the claim. The indemnitee agrees to
            cooperate in good faith with the indemnitor at the request and
            expense of the indemnitor.

      (i)   NEGLIGENCE. THE ORDINARY, BUT NOT GROSS, NEGLIGENCE OF ANY
            INDEMNITEE OR THE JOINT OR CONCURRENT ORDINARY, BUT NOT GROSS,
            NEGLIGENCE OF TWO OR MORE INDEMNITEES WILL NOT PRECLUDE SUCH
            INDEMNITEE(S) FROM RECEIVING THE BENEFITS OF INDEMNIFICATION UNDER
            THIS SECTION 12.1.

12.2  LIABILITY.

      (a)   GENERAL LIMITATION. The liability of Sabre to Customer for all
            damages and other Losses arising out of or related to this Agreement
            for all claims, actions and causes of action of every kind and
            nature that arise or accrue during any calendar year, regardless of
            the form of action that imposes liability, whether in contract,
            equity, negligence, intended conduct, tort or otherwise, will be
            limited to and will not exceed [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED] Also, without increasing the aggregate amount described
            in the preceding sentence, with respect to the nonperformance or
            inadequate performance of any particular Service, the liability of
            Sabre to Customer for all damages and other Losses arising out of
            or related to this Agreement for all claims, actions and causes of
            action of every kind and nature that arise or accrue during any
            calendar year as a result of the nonperformance or inadequate
            performance of such particular Service, regardless of the form of
            action that imposes liability, whether in contract, equity,
            negligence, intended conduct, tort or otherwise, will be limited
            to and will not exceed [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED]

      (b)   [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      (c)   EXCEPTIONS TO LIMITATIONS. The limitations, waivers and disclaimers
            set forth in SECTIONS 12.2(a) and 12.2(b) do not apply to the
            liability of either Party resulting from: (i) that Party's
            nonperformance of its payment obligations to the other expressly set
            forth in this Agreement; (ii) that Party's breach of its obligations
            under SECTIONS 7.1 or 9.2(a); or (iii) that Party's Indemnification
            obligations under SECTION 12.1 in respect of Losses arising out of,
            under, or in connection with Third Party claims, actions or causes
            of action.

      (d)   CONTRACTUAL STATUTE OF LIMITATIONS. No demand for mediation or
            arbitration or cause of action which arose out of an event or events
            which occurred more than two (2) years prior to the filing of a
            demand for mediation or arbitration or suit alleging a claim or
            cause of action may be asserted by either Party against the other.

                                      -20-
<Page>

      (e)   INJUNCTIVE RELIEF. Each of the Parties acknowledges that in the
            event a Party breaches its obligations under SECTIONS 4.1, 7.1 or
            9.2(a), the non-breaching Party may be irreparably harmed. In such a
            circumstance, the non-breaching Party may proceed directly to court
            to seek provisional or temporary injunctive relief as described in
            SECTION 6(b) of SCHEDULE 13.

      (f)   EXCLUSIVE AND NON-CUMULATIVE REMEDIES. The rights and remedies of a
            Party specified in this Agreement for any breach or event constitute
            the exclusive rights and remedies of a Party for that breach or
            event, except: (i) for injunctive relief to which Party is entitled
            as a matter of law or equity; and (ii) that exercising the right to
            terminate this Agreement entirely or with respect to a Category of
            Services, following a Material Breach of this Agreement, does not
            constitute the exclusive remedy for the Material Breach upon which
            such termination is based.

      (g)   ACKNOWLEDGMENT. The Parties expressly acknowledge that the
            limitations, waivers, disclaimers and exclusions set forth in this
            SECTION 12.2 have been actively and completely negotiated by the
            Parties and represent the Parties' agreement taking into account
            each Party's level of risk associated with the performance or
            nonperformance of its obligations under this Agreement and the
            payments and other benefits to be derived by each Party pursuant to
            this Agreement.

                            ARTICLE XIII. INSURANCE

13.1  GENERAL. Each Party will have and maintain in force insurance coverage,
      including worker's compensation insurance and general liability insurance,
      adequate for it to perform its obligations under this Agreement.

13.2  RISK OF LOSS. Subject to the provisions of SECTION 12.1(b)(ii), each Party
      will be responsible for risk of loss of, and damage to, any equipment
      software or other materials in its possession or under its control.

                           ARTICLE XIV. MISCELLANEOUS

14.1  RIGHT TO ENGAGE IN OTHER ACTIVITIES. Customer acknowledges and agrees that
      Sabre and its Affiliates may provide data processing and other information
      technology services for Third Parties at any Sabre facility that Sabre
      uses to perform Services. Nothing in this Agreement will impair Sabre's
      right to acquire, license, market, distribute, develop for itself or
      others or have others develop for Sabre similar technology performing the
      same or similar functions as the technology and Services contemplated by
      this Agreement.

14.2  INDEPENDENT CONTRACTORS. The Parties are independent contractors, and this
      Agreement will not be construed as constituting either Party as partner,
      joint venturer or fiduciary of the other or to create any other form of
      legal association that would impose liability on one Party for the act or
      failure to act of the other or as providing either Party with the right,
      power or authority (express or implied) to create any duty or obligation
      of the other. Except as otherwise expressly provided in this Agreement
      each Party has the sole right and obligation to supervise, manage,
      contract, direct, procure, perform or cause or be performed all
      obligations to be performed by it pursuant to this Agreement.

14.3  ENTIRE AGREEMENT; SURVIVAL. This Agreement (including Appendix A, the
      Schedules attached hereto and all Work Orders entered into by the Parties
      in connection herewith, each of which is incorporated into this Agreement
      by this reference) constitutes the full and complete statement of the
      agreement of the Parties with respect to the subject matter hereof and
      supersedes any previous agreements, understandings or communications,
      whether written or oral, relating to such subject matter. This Agreement
      does not supersede the other agreements executed by the Parties

                                      -21-
<Page>

      contemporaneously with the execution of the ITSA, including the Sabre
      Access Agreement, Noncompetition Agreement and Intellectual Property
      Agreement. Any provision of this Agreement which contemplates performance
      or observance subsequent to any termination or expiration of this
      Agreement will survive any termination or expiration of this Agreement and
      continue in full force and effect. Such provisions will include ARTICLE
      IV, SECTION 8.2, SECTION 9.1, SECTION 9.2, SECTION 10.7, SECTION 10.8,
      ARTICLE XII, ARTICLE XIV, and obligations to make payments that remain due
      and payable under this Agreement.

14.4  AMENDMENTS, WAIVER. Changes or modifications to this Agreement and Work
      Orders may not be made orally, but only by a written amendment or revision
      signed by both Parties. Any terms and conditions varying from this
      Agreement on any order, invoice or other notification from either Party
      are not binding on the other unless specifically accepted in writing by
      the other. Unless otherwise expressly provided in this Agreement, a delay
      or omission by either Party to exercise any right or power under this
      Agreement will not be construed to be a waiver thereof. No waiver of any
      breach of any provision of this Agreement will constitute a waiver of any
      prior, concurrent or subsequent breach of the same or any other provision
      hereof.

14.5  BINDING NATURE; ASSIGNMENT. This Agreement will be binding on the Parties
      and their successors and permitted assigns (it being understood and agreed
      that nothing contained in this Agreement is intended to confer upon any
      other Person any rights, benefits or remedies of any kind or character
      whatsoever under or by reason of this Agreement). Except as otherwise
      expressly provided in SECTION 6.3, neither Party may, nor will it have the
      power to, assign this Agreement or any part hereof, without the prior
      written consent of the other, provided, that Sabre may assign its rights
      and delegate its duties and obligations without the prior written consent
      of Customer to any Subsidiary or Affiliate of Sabre as necessary in order
      for such Subsidiary or Affiliate to provide all or part of the Services.
      The Parties acknowledge that either Party might become a party to one or
      more transactions in the form of a merger, consolidation, reorganization,
      stock sale or exchange, sale of any substantial portion of such Party's
      assets or similar transaction. Any such transaction involving a Party (and
      whether or not it is the surviving entity) will be deemed to be an
      assignment of this Agreement by that Party requiring the consent of the
      other Party if in Sabre's reasonable opinion: (a) in the case of Sabre
      being involved in such a transaction, the transaction materially and
      adversely affects Sabre's ability to continue to perform the Services in
      accordance with this Agreement; or (b) in the case of Customer being
      involved in such a transaction, the transaction (i) causes a material
      increase in Sabre's costs to provide Services, unless the Parties have
      agreed in writing to an associated increase in Base Fees, or (ii) impairs
      Customer's ability to meet its financial obligations hereunder.

14.6  THIRD PARTY BENEFICIARIES. Except as provided in this Agreement, this
      Agreement is entered into solely between, and may be enforced only by,
      Sabre and Customer, and this Agreement will not be deemed to create any
      rights in Third Parties, including suppliers and customers of a Party, or
      to create any obligations of a Party to any such Third Parties.

14.7  DISPUTE RESOLUTION. All Disputes arising out of the transactions
      contemplated by this Agreement (including any Disputes governed but not
      resolved under the Contract Administration Process) will be resolved in
      accordance with the Dispute resolution procedures set forth in SCHEDULE
      13.

14.8  EXPORT REGULATION. This Agreement is expressly made subject to any United
      States government Laws or other restrictions regarding export from the
      United States of computer hardware, software, technical data or
      derivatives of such hardware, software or technical data. Notwithstanding
      anything to the contrary in this Agreement, Customer will not directly or
      indirectly export (or re-export) any computer hardware, software,
      technical data or derivatives of such hardware, software or technical
      data, or permit the shipment of same: (a) into (or to a national or
      resident of) any country to which the United States has embargoed goods;
      (b) to anyone on the U.S. Treasury Department's List of Specially
      Designated Nationals, List of Specially Designated Terrorists or List of
      Specially Designated Narcotics Traffickers, or the U.S. Commerce
      Department's Denied Parties List; or (c) to any country or destination for
      which the

                                      -22-
<Page>

      United States government or a United States governmental agency requires
      an export license or other approval for export without first having
      obtained such license or other approval. Each Party will reasonably
      cooperate with the other and will provide to the other promptly upon
      request any end-user certificates, affidavits regarding re-export or other
      certificates or documents as are reasonably requested to obtain approvals,
      consents, licenses and/or permits required for any payment or any export
      or import of products or services under this Agreement.

14.9  APPROVALS AND SIMILAR ACTIONS. Except as otherwise expressly provided in
      this Agreement where agreement, approval, acceptance, consent or similar
      action is required of either Party by any provision of this Agreement,
      such action will not be unreasonably withheld or delayed. An approval or
      consent given by a Party under this Agreement will not relieve the other
      Party from responsibility for complying with the requirements of this
      Agreement, nor will it be construed as a waiver of any rights under this
      Agreement, except as and to the extent otherwise expressly provided in
      such approval or consent.

14.10 NOTICES. All notices under this Agreement will be in writing and will be
      deemed to have been duly given if delivered personally or by a nationally
      recognized courier service, faxed, electronically mailed or mailed by
      registered or certified mail, return receipt requested, postage prepaid,
      to the Parties at the addresses set forth in SCHEDULE 14. All notices
      under this Agreement that are addressed as provided in this SECTION 14.10:
      (a) if delivered personally or by a nationally recognized courier service,
      will be deemed given upon delivery, (b) if delivered by facsimile or
      electronic mail, will be deemed given when confirmed and (c) if delivered
      by mail in the manner described above, will be deemed given on the fifth
      (5th) Business Day after the day it is deposited in a regular depository
      of the United States mail. Either Party from time to time may change its
      address or designee for notification purposes by giving the other Party
      notice of the new address or designee and the date upon which such change
      will become effective.

14.11 EXCUSED PERFORMANCE.

      (a)   CERTAIN EVENTS.

            (i)   If any of the items, events, conditions, acts or omissions
                  described in clause (ii) below:

                  (A)   causes, results in or contributes to any impairment of
                        functionality or performance of any Service (or any
                        component of IT systems operated by Sabre to perform
                        Services): (1) Sabre will not be responsible or liable
                        for such impairment and will be excused, to the extent
                        of such impairment, from performing (x) Services in
                        accordance with standards therefor until such impairment
                        is cured or the Parties agree on revised standards
                        therefor and (y) impacted Services in accordance with
                        the terms of this Agreement until such impairment is
                        cured; (2) except in the instance of acts or omissions
                        by Customer that constitute a breach of this Agreement
                        Sabre will use commercially reasonable efforts, at
                        Customer's expense and as Variable Services, to mitigate
                        such impairment; and (3) pursuant to the Contract
                        Administration Process, Sabre and Customer will modify,
                        amend or, in certain circumstances, terminate Services
                        and other non-monetary obligations of the Parties, in
                        each case as appropriate in light of such impairment; or

                  (B)   causes, results in or contributes to a material increase
                        in Sabre's cost to provide the Services, Sabre will
                        reasonably determine the resulting increase in Base
                        Fees.

            (ii)  The following items, events, conditions, acts or omissions are
                  subject to this SECTION 14.11(a): (A) Customer's purchase or
                  use of Third Party IT Services;

                                      -23-
<Page>

                  (B) the failure of any equipment, products or services
                  provided by Customer, including the Customer Assets; (C)
                  performance, nonperformance or inadequate performance by any
                  Third Party IT Service Provider; (D) unauthorized
                  modifications, alterations, tampering, adjustment or repair of
                  the Services, Applications or other components of the IT
                  systems operated by Sabre to perform the Services caused by
                  Customer or a Third Party permitted access to or use thereof
                  by Customer; (E) the failure of any item to be Year 2000
                  Compliant (except for items warranted by Sabre in SECTION
                  8.1(c)); (F) changes made by Customer to Customer Assets,
                  Customer's IT environment or IT services performed by
                  Customer, or Customer's refusal to implement changes to,
                  replacements for or reallocations of Customer Assets,
                  Customer's IT environment or IT services performed by Customer
                  that are recommended by Sabre; (G) inaccuracies of Customer
                  Data; (H) any failure or inability by Customer to obtain any
                  Required Consent under this Agreement; or (I) any other act or
                  omission by Customer, any Third Party that is a party to any
                  agreement included within the Customer Assets (when acting in
                  that capacity) or any other Third Party over which Sabre has
                  no reasonable control.

            (iii) The rights of Sabre set forth in this SECTION 14.11(a) are in
                  addition to, and not in limitation of, the rights afforded
                  Sabre under SECTION 14.11(b).

      (B)   FORCE MAJEURE.

            (i)   Except for the obligations to make payments due hereunder,
                  each Party will be relieved of its obligations under this
                  Agreement to the extent that performance is delayed or
                  prevented by a Force Majeure Event.

            (ii)  In such event the non-performing Party will be excused from
                  further performance or observance of the obligation(s) so
                  affected for as long as such circumstances prevail and such
                  Party continues to use commercially reasonable efforts to
                  recommence performance or observance whenever and to whatever
                  extent possible without delay.

            (iii) If any such Force Majeure Event substantially prevents,
                  hinders, or delays performance of Services necessary for the
                  performance of mission critical Customer functions for more
                  than [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] then
                  Customer, at its expense, may procure such Services from an
                  alternate source until such time as Sabre is able to
                  recommence performance of such Services.

            (iv)  If a Force Majeure Event that substantially prevents, hinders,
                  or delays performance of Services necessary for the
                  performance of mission critical Customer functions continues
                  for [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] then
                  either Party will have the right to terminate this Agreement
                  upon notice to the other Party.

            (v)   The Party suspending or delaying performance will notify the
                  other Party promptly upon learning of the occurrence of the
                  Force Majeure Event.

14.12 PRESS RELEASES. All press releases, public announcements or similar public
      disclosure by either Party relating to this Agreement or its subject
      matter, including promotional or marketing material, will be coordinated
      with and approved by the other Party prior to release. Notwithstanding the
      foregoing: Sabre will have the right to make general references to
      Customer and the type of services being provided by Sabre to Customer
      under this Agreement in Sabre's promotional and marketing materials as
      well as in Sabre's presentations to prospects; and Customer will have the
      right to make general references to Sabre and the type of services
      provided by Sabre to Customer under this Agreement in Customer's
      promotional and marketing materials. This provision does not alter the
      restrictions on the disclosure of Confidential Information set forth in
      SECTION 9.2 and,

                                      -24-
<Page>

      subject to SECTION 9.2, will not be construed so as to delay or restrict
      either Party from disclosing any information required to be disclosed in
      order to comply with any applicable law, rule or regulation.

14.13 CONSTRUCTION RULES. If any provision of this Agreement is held to be
      invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining provisions will not in any way be affected
      or impaired, and such provision will be deemed to be restated to reflect
      the original intentions of the Parties as nearly as possible in accordance
      with applicable law. The Parties agree that this Agreement is an executory
      contract as contemplated by 11 U.S.C. Section 365. In performing its
      obligations under this Agreement neither Party will be required to
      undertake any activity that would conflict with the requirements of any
      applicable law, rule, regulation, interpretation, judgment order or
      injunction of any Governmental Authority. This Agreement may be executed
      in multiple counterparts, each of which will be deemed an original and all
      of which taken together will constitute one instrument. The Parties
      acknowledge and agree that each has been represented by legal counsel of
      its choice throughout the negotiation and drafting of this Agreement, that
      each has participated in the drafting hereof and that this Agreement will
      not be construed in favor of or against either Party solely on the basis
      of a Party's drafting or participation in the drafting of any portion of
      this Agreement.

14.14 FURTHER ASSURANCES. The Parties will execute and deliver such other
      instruments and documents, and take such other actions, as either Party
      reasonably requests to evidence or effect the transactions contemplated by
      this Agreement.

14.15 GOVERNING LAW. This Agreement will be governed by and construed in
      accordance with the substantive Laws of the State of Texas, without giving
      effect to any choice-of-law rules that may require the application of the
      Laws of another jurisdiction.

                                      -25-
<Page>

In Witness Whereof, the Parties have duly executed and delivered this Agreement
as of the Effective Date.

TRAVELOCITY.COM LP                        SABRE INC.

By: TRAVELOCITY HOLDINGS, INC.,
       its general partner

By:   /s/ Ramesh Punwani                  By:   /s/ James Brashear
      ----------------------------              ----------------------------

Name:  Ramesh Punwani                     Name:  James Brashear

Title: Executive Vice President and       Title: Corporate Secretary
        Chief Financial Officer


By:                                       By:
      ----------------------------              ----------------------------

Name:                                     Name:
      ----------------------------              ----------------------------

Title:                                    Title:
      ----------------------------              ----------------------------

                                      -26-
<Page>

                                           LIST OF SCHEDULES

Schedule 1                          Intentionally Omitted
Schedule 2.1                        Data and Voice Services
Schedule 2.2                        Development Services
Schedule 3                          Exclusive Variable Services
Schedules 4-6                       Intentionally Omitted
Schedule 7                          Contract Administration Process
Schedule 8                          Fees
Schedule 9                          Intentionally Omitted
Schedule 10                         Sabre Software Subject to Year 2000 Warranty
Schedules 11-12                     Intentionally Omitted
Schedule 13                         Dispute Resolution Procedures
Schedule 14                         Notices
Schedule 15                         Termination Assistance
Schedule 16                         Telecommunications Provisions

                                      -27-
<Page>

                                   APPENDIX A
                                     TO THE
                          RETAINED SERVICES AGREEMENT

                                    BETWEEN

                                   SABRE INC.

                                      AND

                              TRAVELOCITY.COM, LP.

                                    GLOSSARY

1.    RULES OF INTERPRETATION. The following rules of interpretation apply to
      the Agreement (and are by this reference incorporated into the Agreement):

      (a)   the word "or" is not exclusive and the words "including" or
            "include" are not limiting;

      (b)   the words "hereby," "herein," "hereof," "hereunder" or other words
            of similar meaning refer to the entire document in which it is
            contained;

      (c)   a reference to any agreement or other contract includes permitted
            supplements, amendments and restatements;

      (d)   a reference to a law includes any amendment or modification to such
            law and any rules or regulations promulgated thereunder or any law
            enacted in substitution or replacement therefor;

      (e)   a reference to singular includes plural and vice-versa and each
            gender includes the other;

      (f)   a reference to days, months, or years refers to calendar days,
            months, and years, unless Business Days are specified;

      (g)   Article and Section headings and table of contents are only for
            reference and are not to be considered in interpreting the
            agreement;

      (h)   a reference to an Article, Section, Appendix, Exhibit or Schedule
            which does not specify a particular document is to the relevant
            Article, Section Appendix, Exhibit or Schedule of the document
            containing the reference;

      (i)   a reference to an Article includes all Sections and subsections
            contained in such Article, and a reference to a Section or
            subsection includes all Subsections of such Section or subsection;

      (j)   if an ambiguity arises in an Article's, Section's or subsection's
            cross-reference to another Article, Section or subsection, the
            cross-referenced heading controls over the cross-referenced Article,
            Section or subsection number;

      (k)   All terms not otherwise defined herein shall have the meaning
            commonly ascribed thereto in the information technology industry;
            and

      (l)   "$" refers to United States dollars.

2.    DEFINITIONS. As used in the Agreement, the following terms will have the
      following meanings:

                                      -28-
<Page>

"ACCESS" means the enjoyment of physical and legal use and operation of a
specific item of property in order for Sabre to perform the Services.

"ACCESS AGREEMENT" means that certain agreement allowing Customer to access the
Sabre CRS and executed by the Parties as of the date of the ITSA.

"ACCESS LOCATIONS" means (to the extent that the description of Services
specifies the facilities or locations from which Services may be Accessed) the
Customer facilities and other locations specified in the description of
Services, as the same may be changed from time to time in accordance with the
Contract Administration Process.

"ACCOUNT MANAGERS" means the Sabre Account Manager and Customer Account Manager.

"AFFILIATE" means, with respect to any Person at any time, any other Person that
controls, is controlled by or is under common control with the first mentioned
Person.

"AGREEMENT" means this Retained Services Agreement between Sabre and Customer.

"ANTITRUST LAWS" means any Law which relates to unlawful restraints on trade and
commerce, price discriminations, price fixing, monopolies or interference with
competition.

"AUTHORIZATIONS" means any franchises, licenses, permits, easements, rights,
applications, filings, registrations and other authorizations required or useful
in connection with the ownership or use of any Customer Asset.

"BASE FEE" means, for each calendar month, the amount that Customer is obligated
to pay to Sabre pursuant to SCHEDULE 8 of the Agreement in connection with Base
Services provided in that month.

"BASE SERVICES" means the Data and Voice Services and Development Services
provided by Sabre under the Agreement.

"BUSINESS DAY" means Mondays through Fridays, excluding any holidays observed at
Customer's headquarters.

"CATEGORY OF SERVICE" means each of the following major categories of the Base
Services: Data and Voice Services, and Development Services.

"CHANGE" means: (a) any amendment, modification, addition or deletion proposed
by any Party to the Agreement, any Work Order, any Service, the Service
Locations, the Access Locations or any Fees; (b) Customer's request that Sabre
perform any Variable Service or that any Third Party provide any Non Exclusive
Variable Service (including provision of Third Party Software or other
technology); (c) any amendment, modification, addition or deletion proposed by
Customer to any component of the IT systems operated by Sabre to perform the
Services.

"CIA" has the meaning given in SECTION 4.5(h).

"CONFIDENTIAL INFORMATION" means (i) all information identified by a Party as
confidential to which the other Party has access in connection with the
Services, whether before or after the Effective Date, (ii) the Agreement and the
Parties' rights and obligations thereunder, (iii) in the case of Sabre, all
Sabre IP, (iv) in the case of Customer, all Customer IP, and (v) the term of
this Agreement; but in all cases excluding information and Intellectual Property
Rights independently developed by or on behalf of the recipient Party without
use of or reference to the disclosing Party's Confidential Information.

"CONTRACT ADMINISTRATION PROCESS" means the process described in SCHEDULE 7 of
the Agreement.

                                      -29-
<Page>

"CRS COMMUNICATIONS SYSTEMS" [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

"CRS DEVELOPMENT" means a development to or modification of the CRS Software,
created using the Development Services.

"CRS SOFTWARE" [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

 "CUSTOMER ACCOUNT MANAGER" means the individual, and any successor individual,
who is a senior level individual within Customer's organization and who is
designated in writing by Customer from time to time.

 "CUSTOMER ASSETS" means all Owned Systems, Licensed Systems, Systems License
Agreements, Owned Intellectual Property Rights, Third Party Intellectual
Property Rights, Intellectual Property License Agreements, Third Party IT
Services, Service Contracts, Equipment, Leased Equipment, Equipment Leases,
Authorizations, Other Contract Benefits, Other Contracts and Other Assets that
are: (a) used by or for the benefit of Customer, or that are necessary, to
perform or manage the Services or (b) acquired by Customer after the Effective
Date and the Access by Sabre of which is necessary for Sabre to perform
Services.

 "CUSTOMER DATA" means the following data, whether provided or produced before,
on or after the Effective Date: (a) all information relating to Customer's
business, financial condition or operations provided by Customer to Sabre in
connection with the Services; (b) all data that is provided by or on behalf of
Customer to Sabre in order for Sabre to perform the Services; (c) all data that
is produced in the Services using data described in clauses (a) and (b); but in
all cases excluding any Sabre IP.

 "CUSTOMER DIRECT COMPETITOR" [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

 "CUSTOMER EMPLOYEE(S)" means all employees of Customer who are engaged in, or
are related to, performing or managing the Services.

 "CUSTOMER IP" means the intellectual Property Rights of Customer, including all
Customer Systems.

 "CUSTOMER SYSTEMS" means the Owned Systems and the Licensed Systems.

 "DATA CENTER" means any computer data processing facility operated by Sabre.

 "DATA AND VOICE SERVICES" means the Services described in SCHEDULE 2.1.

 "DEVELOPMENT RESOURCES" means the personnel resources (expressed as FTE's) used
by Sabre in providing Development Services.

 "DEVELOPED IP" means IP made by one Party, or jointly by the Parties, pursuant
to this Agreement.

 "DEVELOPMENT SERVICES" means the Services described in SCHEDULE 2.2.

                                      -30-
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"DEVELOPMENT SERVICES BUDGET" means a budget of Development Resources to be
provided by Sabre during the twelve (12) calendar months specified in such
budget, and a description of development projects which will be the subject of
Development Services during such period, including whether a project is to be
performed at Premium Rates.

"DISPUTE" means any dispute, claim or controversy of any kind or nature arising
under or in connection with the Services, Agreement and any related agreements
between any of the Parties (including disputes as to the Services, billing, or
the creation, validity, interpretation, breach or termination of the Agreement).

"EFFECTIVE DATE" means that date so identified in the first paragraph of this
Agreement.

"EMPLOYEE BENEFIT LAW" means any Law that relates to Employee Benefit Plans or
the payment of salary, wages or commissions.

"ENVIRONMENTAL LAWS" means all Laws relating to pollution or protection of human
health, safety or the environment (including ambient air, surface or subsurface
water, land surface or subsurface strata).

"EQUIPMENT" means all equipment owned by Customer on or after the Effective
Date.

"EQUIPMENT LEASES" means all leases of Leased Equipment to which Customer is a
party that are effective on, or entered into after, the Effective Date.

"EXCLUSIVE VARIABLE SERVICES" means the Exclusive Variable Services described in
Schedule 3 of the Agreement.

"FEES" means all fees, Fees, expenses and other amounts payable by Customer to
or at the direction of Sabre under or in connection with the Agreement.

"FTE" means a full time equivalent person, computed on the basis of an average
of 1,777 working hours in a calendar year.

"FORCE MAJEURE EVENT" means any cause beyond a Party's reasonable control,
including but not limited to failures attributable to any action or failure to
act of any Governmental Authority; or as the result of strikes, lockouts or
other labor difficulties; riot, insurrection, protest, security breaches or
other hostilities; boycott, embargo, blockade, fuel or energy shortages; fire,
flood, cyclone, earthquake or other natural disasters; or acts of God or other
supreme beings; wrecks, transportation delays or telecommunication, electrical
or other utility system limitations or outages; or the inability to obtain
necessary labor, materials, or utilities from usual sources.

"GOVERNMENTAL AUTHORITY" means any nation or government, any federal, state,
province, territory, city, town, municipality, county, local or other political
subdivision thereof or thereto, any quasi-governmental authority, and any court,
tribunal, arbitral body, department commission, board, bureau, agency,
instrumentality thereof or thereto or otherwise which exercises executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

"INTELLECTUAL PROPERTY AGREEMENT" means the Intellectual Property Agreement
between Sabre and Customer dated as of the date of the ITSA.

"INTELLECTUAL PROPERTY LICENSE AGREEMENTS" means all license agreements for
Third Party Intellectual Property Rights to which Customer is a party that are
effective on, or entered into after, the Effective Date.

"INTELLECTUAL PROPERTY RIGHTS" means all intellectual property rights, including
(i) any patent, patent application, trademark (whether registered or
unregistered), trademark application, trade name, service mark (whether
registered or unregistered), service mark application, copyright (whether
registered or unregistered), copyright application, Trade Secret Confidential
Information, know-how, process, technology, development tool, ideas, concepts,
design right, moral right, data base right, methodology,

                                      -31-
<Page>

algorithm or invention, (ii) any right to use or exploit any of the foregoing,
and (iii) any other proprietary right or intangible asset (including Software).

"IT" means information technology.

"JOINT DEVELOPMENT AGREEMENT" has the meaning given in SECTION 4.4(b).

"JOINT INTEREST IP" means IP made jointly by the Parties pursuant to a joint
development or funding agreement between the Parties, as contemplated by SECTION
2.8(b).

"LAWS" means any applicable code, statute, law (including common law),
ordinance, regulation, order, directive, rule or requirement of any Governmental
Authority, including Environmental Laws, Antitrust Laws and Employee Benefit
Laws.

"LEASED EQUIPMENT" means all Equipment leased by Customer pursuant to Equipment
Leases.

 "LIABILITIES" means any direct or indirect indebtedness, guaranty, endorsement,
claim, loss, damages, deficiency, assessment, cost, expense, obligation,
disgorgement or responsibility, fixed or unfixed, known or unknown, asserted or
unasserted, liquidated or unliquidated, secured or unsecured.

"LICENSED SYSTEMS" means all Software systems and/or components thereof
(including applications and operating systems) licensed to Customer by Third
Parties pursuant to Systems License Agreements.

"LIEN" means any conditional sale agreement, default of title, easement,
encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge,
reservation, restriction, security interest, title retention or other security
arrangement or any adverse right or interest charge, or claim of any nature
whatsoever of, on, or with respect to any Asset.

"LOSSES" means all Liabilities, judgments, claims, settlements, losses, damages,
fees, Liens, Taxes, penalties, obligations and expenses (including reasonable
attorneys' fees).

"MARKET RATE" means, for a particular type of Service, the market rate charged
by Sabre for such type of Service, as reasonably determined by Sabre. Market
Rates for Development Services will be comparable to those charged to future
contractual customers of Sabre. With respect to Standard IP developed by
Customer for Sabre pursuant to SECTION 2.8(a), "Market Rate" means the Market
Rate that would have been charged by Sabre for a similar development service.

"MATERIAL BREACH" means:

      (a)   The occurrence or existence of any of the following events,
            circumstances or conditions will constitute, and be deemed to
            constitute, a Material Breach by Sabre:

            (i)   Sabre breaches SECTION 9.2(a) of the Agreement, such breach
                  has a material adverse affect on Customer, and such breach is
                  not cured [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
                  after Sabre's receiving notice thereof;

            (ii)  Sabre breaches the anti-assignment provisions of SECTION 14.5
                  of the Agreement;

            (iii) Sabre becomes or is declared insolvent or bankrupt, is the
                  subject of any proceedings relating to its liquidation,
                  bankruptcy, insolvency or for the appointment of a receiver or
                  similar officer for it, makes an assignment for the benefit of
                  all or substantially all of its creditors or enters into an
                  agreement for the composition, extension or readjustment of
                  all or substantially all of its obligations, provided that no
                  such Material Breach will be deemed to have occurred if the
                  events of this paragraph are involuntary and such state of
                  events no longer exists [TEXT OMITTED-CONFIDENTIAL TREATMENT
                  REQUESTED] of the original occurrence thereof; or

                                      -32-
<Page>

            (iv)  a material failure or a series of material failures by Sabre
                  to perform its Development Services obligations, which failure
                  or series of failures has a material adverse effect on
                  Customer, unless Sabre cures such failures [TEXT OMITTED-
                  CONFIDENTIAL TREATMENT REQUESTED] of receiving notice thereof;
                  or

            (v)   Sabre fails to perform any of its material duties or material
                  obligations under this Agreement and does not cure such
                  failure of performance [TEXT OMITTED-CONFIDENTIAL TREATMENT
                  REQUESTED] of receipt of notice from Customer; provided,
                  however, that if such failure of performance cannot reasonably
                  be cured [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED],
                  Sabre shall be permitted an additional sixty (60) days to cure
                  such failure of performance and shall promptly and diligently
                  proceed to cure such failure of performance [TEXT OMITTED-
                  CONFIDENTIAL TREATMENT REQUESTED], and reasonably demonstrate
                  to Customer progress on curing such failure of performance
                  within [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] of
                  Customer's notice.

      (b)   The occurrence or existence of any of the following events,
            circumstances or conditions, will constitute, and be deemed to
            constitute, a Material Breach by Customer:

            (i)   Customer defaults in the payment when due of any undisputed
                  amount [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
                  properly due to Sabre pursuant to the Agreement and such
                  default is not cured [TEXT OMITTED-CONFIDENTIAL TREATMENT
                  REQUESTED] after Customer's receiving notice thereof;

            (ii)  Customer breaches its obligations under Article II of the
                  Agreement to obtain all of its requirements for Base and
                  Exclusive Variable Services from Sabre and such breach is not
                  cured [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] after
                  Customer's receiving notice thereof;

            (iii) Customer breaches SECTION 9.2(a) of the Agreement such breach
                  has a material adverse affect upon Sabre, and such breach is
                  not cured [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
                  after Customer's receiving notice thereof,

            (iv)  Customer breaches the anti-assignment provisions of
                  SECTION 14.5 of the Agreement; or

            (v)   Customer becomes or is declared insolvent or bankrupt, is the
                  subject of any proceedings relating to its liquidation,
                  bankruptcy, insolvency or for the appointment of a receiver or
                  similar officer for it, makes an assignment for the benefit of
                  all or substantially all of its creditors or enters into an
                  agreement for the composition, extension or readjustment of
                  all or substantially all of its obligations, provided that no
                  such Material Breach shall be deemed to have occurred if the
                  events of this paragraph are involuntary and such state of
                  events no longer exists [TEXT OMITTED-CONFIDENTIAL TREATMENT
                  REQUESTED] of the original occurrence thereof.

"NON-EXCLUSIVE VARIABLE SERVICES" means IT services other than Base Services or
Exclusive Variable Services.

"OTHER ASSETS" means all assets, to which Customer has rights on or after the
Effective Date, other than Owned Systems, Licensed Systems, Systems License
Agreements, Owned Intellectual Property Rights, Third Party Intellectual
Property Rights, Intellectual Property License Agreements, Third Party IT
Services, Service Contracts, Equipment, Leased Equipment, Equipment Leases,
Authorizations, Other Contract Benefits and Other Contracts.

"OTHER CONTRACT BENEFITS" means all benefits, entitlements, rights and interests
of Customer arising under or in connection with the Other Contracts.

                                      -33-
<Page>

"OTHER CONTRACTS" means all contracts in effect on, or entered into after, the
Effective Date to which Customer is a party, other than Systems License
Agreements, Intellectual Property License Agreements, Service Contracts,
Equipment Leases and Authorizations.

"OWNED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property Rights
owned by Customer on or after the Effective Date.

"OWNED SYSTEMS" means all Software systems and/or components thereof (including
applications and operating systems) owned by Customer on or after the Effective
Date.

"PARTY" means each of the signatories to the Agreement and their successors and
assigns as permitted by the Agreement.

"PERSON" means an individual, corporation, limited liability company,
partnership, trust, association, joint venture, unincorporated organization or
entity of any kind or nature, or a Governmental Authority.

"PREMIUM IP" means IP made solely by one Party pursuant to this Agreement and
paid for by the other Party at Premium Rates.

"PREMIUM RATES" means, for Development Services, the "Premium Rate" provided in
SCHEDULE 8. With respect to Premium IP developed by Customer for Sabre pursuant
to SECTION 2.8(a), [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

"PREVIEW" means Preview Travel, Inc., a Delaware corporation.

"PREVIEW OPERATIONS" means the web hosting and network, and operations of
Preview which support Preview's online travel services business.

"QUARTER" means each three-calendar-month period ending during the term of this
Agreement.

"QUARTERLY AMOUNT" is described in SCHEDULE 8.

 "REQUIRED CONSENTS" means those authorizations, consents, orders and approvals
of Persons necessary or appropriate (a) for the execution and delivery of the
Agreement, (b) to effectuate or permit the sale, transfer, assignment, lease,
sublease, license, sublicense or provision of access to any Customer Assets, (c)
for performance by Sabre of the Services or (d) to otherwise consummate or
effectuate the transactions contemplated by the Agreement.

"SABRE ACCOUNT MANAGER" means an individual, and any successor individual, so
designated in writing by Sabre from time to time.

"SABRE CRS" means a system providing any of the following products or services,
using CRS Software and CRS Communications Systems: (a) publication and
distribution of consumer travel-related information from computerized data
bases; (b) processing of passenger travel-related reservations and transactions;
(c) marketing and sales of passenger travel-related products and services and
related electronic transactions; or (d) publication and distribution of
passenger travel-related documents (including tickets).

"SABRE DIRECT COMPETITOR" [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

"SABRE GROUP" means, severally and collectively, Sabre and any Subsidiary of
Sabre that Sabre designates hi writing as being a member of the Sabre Group.

                                      -34-
<Page>

"SABRE IP" means Intellectual Property Rights of Sabre, including all Sabre
Software.

"SABRE SOFTWARE" means all Software which is owned or developed by Sabre, or in
which Sabre otherwise holds Intellectual Property Rights.

"SERVICES" means the Base Services, Variable Services and Termination Assistance
Services performed by Sabre under the Agreement.

"SERVICE CONTRACTS" means all agreements, contracts or other arrangements
effective on, or entered into after, the Effective Date to which Customer is a
party and pursuant to which Third Party IT Service Providers provide Third Party
IT Services to Customer.

"SERVICE LOCATIONS" means the following locations at or for which Sabre provides
Base Services: [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

"SOFTWARE" or "SOFTWARE" means any computer programming code consisting of
instructions or statements in a form readable by individuals (source code) or
machines (object code), and documentation and supporting materials therefor, in
any form or medium, including electronic media.

"STANDARD IP" means IP made solely by one Party pursuant to this Agreement and
paid for by the other Party at Market Rates.

"SUBSIDIARY" means, as to any Person, any other Person of which more than fifty
percent (50%) (in number of votes) of the issued and outstanding securities
having ordinary voting power for the election of at least a majority of the
directors is owned or controlled, directly or indirectly, by that Person.

"SYSTEM LICENSE AGREEMENTS" means all license agreements for Licensed Systems to
which Customer is a party and that are effective on, or entered into after, the
Effective Date.

"TAX RETURNS" means all tax returns, reports, statements and other similar
filings with respect to any Taxes.

"TAXES" means any present or future taxes (including taxes denominated as income
taxes, franchise taxes, corporation taxes, withholding taxes, gross receipts
taxes, excise taxes (including federal excise taxes), doing business taxes,
capital taxes, net worth taxes, asset taxes, social security or social
contribution taxes, stamp taxes, transaction taxes, transfer taxes,
telecommunications taxes and assessments, exchange taxes, documentary taxes,
sales taxes, use taxes, or value added taxes), levies, imposts, duties, fees,
assessments or other Fees, and all interest, penalties or similar liabilities
with respect thereto, of whatever nature now or hereafter imposed by any
jurisdiction or any Governmental Authority.

"TERM" means the initial term and each renewal period of the Agreement, which is
subject to expiration in accordance under SECTION 11.1 thereof, or earlier
termination in accordance with SECTION 11.2 or 14.11(b)(iv) thereof.

"TERMINATION ASSISTANCE PERIOD" has the meaning given in SECTION 11.3(c).

"TERMINATION ASSISTANCE PLAN" means a plan to govern the migration/conversion
from Services to IT services, software and other resources to be provided by
Customer or a successor Third Party IT Service Provider. The Termination
Assistance Plan is a Work Order the production of which will be governed by the
Contract Administration Process.

"TERMINATION ASSISTANCE SERVICES" means the Services determined by the Parties
pursuant to the Contract Administration Process consistent with the principles
outlined in SCHEDULE 15 of the Agreement, and to be provided pursuant to the
Termination Assistance Plan.

                                      -35-
<Page>

"THIRD PARTY" means a Person excluding any Party or, with respect to Sabre,
another member of the Sabre Group.

"THIRD PARTY INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property
Rights licensed to Customer from Third Parties pursuant to Intellectual Property
License Agreements.

"THIRD PARTY IT SERVICE PROVIDERS" means all Third Parties that provide IT
services to Customer pursuant to Service Contracts.

"THIRD PARTY IT SERVICES" means all IT services provided to Customer pursuant to
Service Contracts.

"THIRD PARTY SOFTWARE" means any Software owned by or licensed from a Third
Party vendor.

"TRADE SECRETS" means information related to a Person (a) which derives economic
value, actual or potential, from not being generally known to or readily
ascertainable by other Persons who can obtain economic value from its disclosure
or use, and (b) which is the subject of efforts by said Person that are
reasonable under the circumstances to maintain its secrecy.

"TULSA DATA CENTER" means the existing underground computer data processing
facility operated by Sabre in Tulsa, Oklahoma; provided that Sabre may elect to
use another principal data center of Sabre so long as such use does not
materially and adversely affect the Services or increase the Fees to Customer.

"VARIABLE FEE" means, for each calendar month, the amount that Customer is
obligated to pay to Sabre pursuant to Schedule 8 of the Agreement in connection
with Variable Services provided in that month.

"VARIABLE SERVICES" means the Exclusive Variable Services and Non Exclusive
Variable Services performed by Sabre.

"VOICE MANAGEMENT SERVICES" means the services described in SECTION 3(b) of
SCHEDULE 2.1.

"VOICE NETWORK SERVICES" means the services described in SECTION 3(a) of
SCHEDULE 2.1.

"VOICE SERVICES" means the Voice Network Services and the Voice Management
Services.

 "WORK ORDER" means an agreement or other document signed by the Parties
pursuant to the Contract Administration Process to describe Services or to
implement an approved Request.

"YEAR 2000 COMPLIANT" means that the software program or computer system
(a) will operate and produce data before, on or after January 1, 2000 (including
taking into effect that such year is a leap year), accurately and without delay,
interruption or error relating to the fact that the time at which and the date
on which such items are operating is on or after 12:00 a.m. on January 1, 2000;
or (b) will accept calculate, process, maintain, write and output, accurately
and without delay, interruption, or error any function referencing a time or
date on or after 12:00 a.m. January 1, 2000 or both, whether before, on or after
12:00 a.m. on January 1, 2000, and any time period determined or to be
determined based on any such times or date, or both.

                                      -36-
<Page>

                     SCHEDULE 2.1: DATA AND VOICE SERVICES

Data and Voice Services refers to the following services:

1.    DATA SERVICES.

      a.    DATA NETWORK SERVICES. Sabre will arrange for and manage the
            following Third Party data network services:

            -     X.25/SDLC/ACL/SDN Service. Low-speed connections providing
                  data communication service between any two locations in which
                  Sabre's Third Party vendors have a presence. Customer can
                  request Sabre to arrange for remote areas to be covered using
                  Third Party satellite services.

            -     Frame Relay Service, High-speed direct access to the packet
                  switched data network and bandwidth management providing
                  "bandwidth on demand" and "bursty traffic requirements"
                  capabilities by use of a high bandwidth path, called a
                  Permanent Virtual Circuit ("PVC"), between two networks.
                  Customer shall subscribe to an allocated level of bandwidth
                  over the PVC, called the Committed Information Rate ("CHV"),
                  to obtain throughput at a certain speed.

            -     Circuit, Data Port and Router Installation. Sabre will
                  validate order information, oversee the installation services
                  provided by Third Parties, and initiate and manage problem
                  resolution on behalf of Customer with such Third Party
                  providers. Sabre will also provide on-site support for
                  installations at the Service Locations utilizing Sabre
                  personnel or Third Party vendors. Customer remains responsible
                  for ensuring that Customer's facilities can accommodate any
                  such installations.

      b.    ROUTER SERVICE. Sabre will arrange for and manage routers. Sabre
            will arrange for an manage router hardware and software as part of
            this managed service. Sabre will arrange for and manage router
            hardware and software maintenance services provided by Third Party
            vendors selected by Sabre. The Account Managers shall determine the
            level of maintenance support provided by such Third Party vendors at
            the various Service Locations by selecting among the following three
            levels of service:

            -     Monday through Friday, 9 a.m. to 5 p.m., with a [TEXT OMITTED-
                  CONFIDENTIAL TREATMENT REQUESTED] response time;

            -     7X24, with a [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
                  response time; and

            -     7X24, with a [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
                  response time.

            All of the foregoing levels of maintenance include parts, labor and
            travel expenses. Sabre will arrange for hardware and software
            upgrades for technology refreshes that are performed at Sabre's
            discretion. A technology refresh is the process of upgrading router
            hardware or software components to install the next generation or
            version of the existing resource. From time to time Customer may
            request changes in the technology configuration utilized by Sabre,
            provided Customer is responsible for all costs and expenses incurred
            by Sabre in implementing such changes. A technology change is the
            process of altering the configuration of router hardware or software
            components (e.g. introducing high capacity routers to accommodate
            additional Customer requirements).

      c.    LOCAL CHANNEL DIAL BACKUP SERVICE. Sabre will arrange for Third
            Party vendors to provide dial backup services enabling network
            redundancy and recovery capability. This service provides service
            protection from the digital service unit to the network frame relay
            port at any Service Location with a Sabre-provided data port. The
            service bypasses the local circuit in the event of failure and
            connects via analog or ISDN service from the

                                      -37-
<Page>

            digital service unit to the frame relay provider's local point of
            presence. 'Me service automatically executes dial back-up on
            detection of local channel failure and disconnects when service is
            again recognized.

      d.    MANAGEMENT SERVICES. In managing the data network services described
            in SECTION 1 of this SCHEDULE 2.2, Sabre will provide the following
            administrative services:

            -     NETWORK DESIGN. Sabre will define data parameters, perform a
                  customer needs analysis, provide a cost analysis and deliver a
                  solution recommendation, Sabre will create the network design
                  and specifications package and will oversee those Third
                  Parties that implement the agreed solution.

            -     ENGINEERING. Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage, assess
                  host connectivity, and install technologies that the parties
                  determine best meets Customer's specific usage requirements.
                  Such technologies include, without limitation, ALC, X.25,
                  Frame Relay, and TCP/IP.

            -     NEW COMPONENT TESTING. Sabre will test new network components
                  before adding them to the existing network.

            -     APPLICATIONS SUPPORT. Sabre will provide consulting support on
                  customer applications to provide for compatible interface and
                  transmission protocols with the wide area network.

            -     NETWORK OPERATIONS CENTER. Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK. Sabre will provide a 7X24 help desk for
                  coordinating problem resolution services. Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem. If Sabre
                  determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution. If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem. A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING. Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CONTRACT ADMINISTRATION. Sabre will provide contract
                  administration services related to those contracts with Third
                  Party service providers, including tariff analysis, contract
                  management and interfacing with vendors to resolve performance
                  or other contractual issues on behalf of Customer.

            -     AUDITING SERVICES. Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

            -     CUSTOMER REPORTS. Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of its data network.

            -     EVALUATION OF NEW TECHNOLOGY. Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

                                      -38-
<Page>

            -     IP ADDRESS MANAGEMENT. Sabre will manage Customer's IP
                  addresses.

      e.    ON-SITE SUPPORT. Sabre can send personnel at the request of Customer
            to provide on-site support for problem management or resolution, as
            applicable, provided Customer is responsible for paying or
            reimbursing Sabre for all costs and expenses related to sending
            personnel to such sites.

2.    REMOTE CONNECTIVITY.

      a.    MANAGED DIAL SERVICES. Sabre will arrange for and manage Third Party
            remote dial services allowing Customer to remote access its LAN
            infrastructure without requiring a dedicated communications line by
            using point to point protocol to provide remote access to Internet
            protocol hosts. ISDN may be available to Customer if ISDN services
            are offered by the Third Party provider in the area from which the
            user attempts to remote access the network.

      b.    MANAGEMENT SERVICES. In managing the managed dial services described
            in SECTION 2(a) of this SCHEDULE 2.2, Sabre will provide the
            following administrative services:

            -     ENGINEERING. Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage, assess
                  host connectivity, and install technologies that the parties
                  determine best meets Customer's specific usage requirements.
                  Such technologies include, without limitation, X28 dial, PPP,
                  TCP/IP, and VPN.

            -     PROVISIONING. Sabre will set up and monitor Customer user
                  accounts, as well as order, oversee delivery of and test the
                  managed dial services.

            -     APPLICATIONS SUPPORT. Sabre will provide consulting support on
                  customer applications to provide for compatible interface and
                  transmission protocols with the network.

            -     NETWORK OPERATIONS CENTER. Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK. Sabre will provide a 7X24 help desk for
                  coordinating problem resolution services. Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem. If Sabre
                  determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution. If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem. A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING. Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     AUDITING SERVICES. Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

            -     CUSTOMER REPORTS. Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the managed dial services.

                                      -39-
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            -     EVALUATION OF NEW TECHNOLOGY. Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

            -     USER MANUALS. Sabre will develop and coordinate distribution
                  of user manuals.

3.    VOICE SERVICES.

      a.    VOICE NETWORK SERVICES. Sabre will arrange for Customer's voice
            network for inbound and outbound calls across multi-vendor networks.
            Such Third Party provided services include inbound 800 services,
            outbound long distance services, and calling card services, and
            related provisioning, engineering, consulting, operation and
            management services.

      b.    VOICE MANAGEMENT SERVICES. In managing the voice services described
            in SECTION 3(a) of this SCHEDULE 2.2, Sabre will provide the
            following administrative services:

            -     ENGINEERING. Sabre will provide traffic engineering and
                  network capacity planning to maximize circuit usage. Sabre
                  will manage the traffic across all network hunks including
                  hunk analysis and optimization, traffic routing based on
                  Customer's requirement profiles including, without limitation,
                  time of day routing, geographical routing or traffic load
                  routing based on the volume of traffic at any given time.

            -     PROVISIONING. Sabre will order, oversee delivery of and test
                  the voice services.

            -     NETWORK OPERATIONS CENTER. Sabre will monitor the reliability
                  of Third Party service providers.

            -     HELP DESK. Sabre will provide a 7X24 help desk for
                  coordinating problem resolution services. Sabre will take
                  calls into the help desk between the hours of 8 am to 5 pm
                  and then via pager after hours. Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem. If Sabre
                  determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution. If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem. A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING. Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CONTRACT ADMINISTRATION. Sabre will provide contract
                  administration services related to those contracts with Third
                  Party service providers, including tariff analysis, contract
                  management, and interfacing with vendors to resolve
                  performance or other contractual issues on behalf of Customer.

            -     AUDITING SERVICES. Sabre will review invoices submitted by
                  Third Party service providers to assess the accuracy of such
                  invoices.

            -     CUSTOMER REPORTS. Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the voice services.

            -     EVALUATION OF NEW TECHNOLOGY. Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

                                      -40-
<Page>

            -     AUTHORIZATION CODE MANAGEMENT. Sabre will manage long distance
                  dialing codes to monitor and track abuse of long distance
                  voice services by Customer's employees.

4.    VOICEMAIL.

      a.    VOICE MESSAGING SERVICES. [TEXT OMITTED - CONFIDENTIAL TREATMENT
            REQUESTED]

      b.    MANAGEMENT SERVICES. In providing the voice messaging services
            described in SECTION 4 of this SCHEDULE 2.2, Sabre will also provide
            the following administrative services:

            -     ENGINEERING. Sabre will provide traffic engineering and
                  capacity planning to maximize circuit usage. Voice mail
                  engineers will ensure that the Voice Mail systems integrate
                  with the premise switch and the traffic to the voicemail
                  system is received over optimized Minks so that voicemail does
                  not give a busy signal to the Customer.

            -     PROVISIONING. Sabre will set up and maintain Customer user
                  accounts, as well as order, deliver and test the voice
                  messaging services.

            -     OPERATIONS. Sabre will monitor the reliability of Third Party
                  service providers.

            -     HELP DESK. Sabre will provide a 7X24 help desk for
                  coordinating problem resolution services. Sabre will take
                  calls into the help desk between the hours of 8 am to 5 pm
                  and then via pager after hours. Customer's service
                  representative will initiate such services by contacting the
                  help desk to log details associated with the problem. If Sabre
                  determines the problem relates to products or services
                  provided by Sabre, the help desk representative will refer the
                  problem to Sabre's designated subject matter expert ("SME")
                  for resolution. If Sabre determines the problem relates to
                  products or services provided by Third Party vendors and
                  arranged for by Sabre, Sabre will request the appropriate
                  Third Party vendor to resolve the problem. A Sabre
                  representative will work with such Third Party vendor to
                  monitor problem resolution and follow-up with Customer to
                  close out open logged problems.

            -     PLANNING. Sabre will analyze and communicate to Customer
                  changes in related technology, marketplaces, and regulatory
                  treatments.

            -     CUSTOMER REPORTS. Sabre will provide billing, volume, usage
                  trends and analysis reports describing Customer's utilization
                  of the managed dial services.

            -     EVALUATION OF NEW TECHNOLOGY. Sabre will research new and
                  emerging telecommunications technology features and
                  enhancements that may provide cost reductions while improving
                  overall service capabilities.

                                      -41-
<Page>

            -     USER TRAINING AND MANUALS. Sabre will provide user training
                  classes at the Service Locations and will develop and
                  coordinate distribution of user manuals.

5.    INTERNET ACCESS.

      a.    HOST LINK. Sabre will arrange for a Third Party Internet service
            provider to provide a host link enabling Customer's employees to
            access standard business oriented Internet information services on
            the World Wide Web at the following Customer sites: Centreport I,
            Centreport II, Centreport IV, Centreport V, Trinity and Solana.
            Users are able to browse the World Wide Web and utilize those
            resources of the Internet permitted under Customer's Internet usage
            policies. Internet access is integrated into the user's desktop and
            allows seamless access to both the corporate Intranet sites and to
            Internet sites. Netscape Communicator 4.5 will be provided to
            Customer. Setup instructions for Microsoft Internet Explorer will be
            made available if Customer does not desire to use Netscape
            Communicator 4.5.

      b.    SCOPE OF SERVICES.

            -     HTTP Proxy - Browser access to the World Wide Web
            -     Telnet Proxy - Command Line Telnet
            -     FTP Proxy - File Transfer Protocol for uploading or
                   downloading files
            -     Newsgroups - Access to USENET News Services
            -     Real Audio - Streaming Audio and Video
            -     AOL Instant Messenger - Online Chat service
            -     Pointcast - Push News service
            -     NTP - Time Services to set computer with Atomic clock
            -     SOCKS Services - Multi-purpose Internet Access

      c.    ATTRIBUTES OF INTERNET SERVICES.

            -     Integrated into Customer desktop
                   - Includes Netscape Communicator 4.5
                   - Setup instructions for Microsoft Internet Explorer
                      will be made available
                   - Does not require external modem or dial connection
                   - Utilizes existing desktop LAN infrastructure

            -     Performance
                   - Connection speeds of up to 10 Mbps
                   - Utilizes fully redundant dedicated ISP connections
                   - Dedicated connection - no dial connect time delay

            -     Availability
                   - Never a busy signal delay
                   - Available 7x24 (seven days a week, 24 hours per day)

            -     Security
                   - Firewall protection of workstation and internal
                     network
                   - User Authentication

            -     Enforcement of Customer's Internet usage policies
                   - Monitoring of access to inappropriate sites
                   - List of 200 banned words/sites
                   - Reports sent to human resources for employees
                     violating policy
                   - Availability of full access logs and audit trail
                   - Query function available to human resources'
                     representative
                   - Filtered newsgroups

                                      -42-
<Page>

            -     Customer Support
                   - Sabre will provide a 7X24 help desk for coordinating
                     problem resolution services. Sabre will take calls
                     into the help desk between the hours of 8 am to 5 pm
                     and then via pager after hours. Customer's service
                     representative will initiate such services by
                     contacting the help desk to log details associated
                     with the problem. If Sabre determines the problem
                     relates to products or services provided by Sabre, the
                     help desk representative will refer the problem to
                     Sabre's designated subject matter expert ("SME") for
                     resolution. If Sabre determines the problem relates to
                     products or services provided by Third Parry vendors
                     and arranged for by Sabre, Sabre will request the
                     appropriate Third Party vendor to resolve the problem.
                     A Sabre representative will work with such Third Party
                     vendor to monitor problem resolution and follow-up
                     with Customer to close out open logged problems.
                   - Browser software upgrades to Sabre-certified Netscape
                     Communicator Software. Sabre can perform upgrades or
                     change browsers at Customer's request, provided
                     Customer pays or reimburses Sabre for all costs and
                     expenses incurred by Sabre relating to such upgrades
                     or changes.
                   - User documentation is available online.

                                      -43-
<Page>

                       SCHEDULE 2.2: DEVELOPMENT SERVICES

Applications development services with respect to CRS Software; provided that
Sabre has the legal and contractual right to perform such development services;
and provided further that Sabre may refuse to perform a development service if,
in Sabre's reasonable business judgment, performing such development service
would jeopardize the security, integrity or viability of the CRS Software or the
Sabre CRS. [TEXT OMITTED - CONFIDENTIAL TREATMENT REQUESTED]

                                      -44-
<Page>

                    SCHEDULE 3: EXCLUSIVE VARIABLE SERVICES

[TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]







































                                      -45-
<Page>

                   SCHEDULE 7: CONTRACT ADMINISTRATION PROCESS

1.    OVERVIEW.

This Contract Administration Process outlines procedures by which the Parties
(i) propose or request Changes, (ii) implement and manage Changes agreed in
writing by the Parties, and (iii) resolve problems and Issues.

2.    CERTAIN DEFINITIONS.

This SECTION 2 sets forth certain definitions used in this Contract
Administration Process. Other capitalized terms used but not defined herein have
the meanings ascribed to them in the Agreement.

IMPACT ANALYSIS
The Impact Analysis is the document identifying the (a) cost, scope, timeline,
and technological and business risks, (b) impacts on other Customer or Sabre
departments, products, projects or customers, and/or (c) other impacts, in each
case resulting from implementation, or lack thereof, of a Change.

ISSUE
An Issue constitutes a question, concern or request which, in the opinion of
either Customer or Sabre, has not been, or may not be, efficiently or
effectively resolved and which may have an impact on the cost, scope, timeline,
objectives, deliverables or performance of the Base Services or Variable
Services, other than any question, concern or request that either Account
Manager has notified the other Account Manager that he/she believes constitutes
a Dispute.

ISSUE ANALYSIS
The Issue Analysis is the document identifying the (a) cost, scope, timeline,
and technological and business risks, (b) impacts on other Customer or Sabre
departments, products, projects or customers, and/or (c) other impacts, in each
case resulting from resolution, or lack thereof, of an Issue.

OWNER
The individual responsible for developing the Impact or Issue Analysis and
facilitating implementation of the solution when approved.

ORIGINATOR
The individual from either Customer or Sabre who initiates the Request.

REQUEST
A request to resolve an Issue or implement a Change submitted by either Customer
or Sabre.

STEERING COMMITTEE
The Steering Committee is a management body comprised of designated senior
management from each Party, including the Account Managers. The Steering
Committee functions as the approving body for all Requests that (a) [TEXT
OMITTED-CONFIDENTIAL TREATMENT REQUESTED] in capital, or (ii) require
[TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] of labor, and/or (iii) require
an amendment of this Agreement, other than a Change in the Services to be
provided by Sabre or within the Account Managers' authority, or (b) are within
the authority of, but not approved by, the Account Managers. The Steering
Committee may delegate authority to the Account Managers as they determine
appropriate. In addition, the Steering Committee functions as the forum in
which the Parties negotiate resolution of Disputes that (a) [TEXT OMITTED-
CONFIDENTIAL TREATMENT REQUESTED] in capital obligations under this Agreement,
or (ii) involve [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] of labor, or
(iii) would materially affect the rights (including Intellectual Property
Rights) of either Party, or (b) are within the authority of, but not resolved
by, the Account Managers.

WORK ORDER

                                      -46-
<Page>

An agreement or other document signed by both Parties pursuant to this Contract
Administration Process that sets forth the terms and conditions pursuant to
which the Parties agree that a Change is to be implemented or an Issue or
Dispute resolved.

3.    CONTRACT ADMINISTRATION PROCESS FOR REQUESTS TO IMPLEMENT CHANGES AND
      RESOLVE ISSUES.

      (a)   SUBMIT REQUEST.

            The Originator will complete the Request and submit it to either
            Account Manager. If at any time during the process set forth in this
            SECTION 3, either Account Manager determines that a question,
            concern or request characterized as an Issue constitutes, or has
            evolved into, a Dispute that should be resolved under the process
            set forth in SCHEDULE 13, he shall so notify the other Account
            Manager. From and after such notification, such question, concern or
            request shall be processed as a Dispute under the Dispute Resolution
            Process set forth in SCHEDULE 13 to the Agreement.

      (b)   ASSIGN RESPONSIBILITY FOR IMPACT OR ISSUE ANALYSIS.

            The Account Managers will assign an Owner and forward the Request to
            the Owner for preparation of an Impact or Issue Analysis. Upon
            completion, the Owner shall forward the Impact or Issue Analysis to
            the Account Managers for review.

      (c)   REVIEW AND DECIDE.

            The Account Managers will hold regular meetings to review all
            Requests and Impact or Issue Analyses. The Account Managers will
            have the authority to approve all Requests that (a) involve
            [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] in capital, (b)
            require [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] of labor,
            and (c) do not require an amendment to this Agreement other than as
            a result of the foregoing (other than an amendment of the
            description of Services to be provided by Sabre under this
            Agreement.) In addition, the Account Managers will have the
            authority to negotiate resolution of Disputes that (a) involve
            [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] in capital
            obligations under this Agreement, (b) involve [TEXT OMITTED-
            CONFIDENTIAL TREATMENT REQUESTED] of labor and (c) would not
            materially affect the rights (including Intellectual Property
            Rights) of either Party. The Account Managers may, at their
            election, require revisions to, or additional research or
            information not included in, an Impact or Issue Analysis in
            connection with their analysis of a Request and related Impact or
            Issue Analysis,

            (i)   If the Request is within the authority of the Account
                  Managers, the Account Managers will approve or reject the
                  Request.

                  If the Account Managers approve the Request, the approval and
                  reasons therefor shall be documented, and the Request shall be
                  implemented commencing upon completion and execution by both
                  Parties of the applicable Work Order(s).

                  If the Account Managers reject the Request, the rejection and
                  reasons therefor shall be documented, and the Request will not
                  be implemented.

                  If the Account Managers cannot agree whether to approve or
                  reject the Request, the disagreement and reasons therefor
                  shall be documented, and the Request and related documentation
                  shall be forwarded to the Steering Committee for their review
                  and decision.

            (ii)  If the Request is not within the authority of the Account
                  Managers, the Account Managers will forward the Request and
                  related documentation to the Steering Committee for their
                  review and decision.

                                      -47-
<Page>

            (iii) Upon receipt of a Request from the Account Managers, the
                  Steering Committee will approve or reject the Request.

                  If the Steering Committee approves the Request, the approval
                  and reasons therefor shall be documented, and the Request
                  shall be implemented commencing upon completion and execution
                  by both Parties of the applicable Work Order(s).

                  If the Steering Committee rejects the Request, the rejection
                  and reasons therefor shall be documented, and the Request will
                  not be implemented.

                  If the Steering Committee cannot agree whether to approve or
                  reject the Request, the disagreement and reasons therefor
                  shall be documented. In addition, the disagreement shall, at
                  the written request of either Party, be submitted to mediation
                  in accordance with the Dispute Resolution procedures set forth
                  in SCHEDULE 13 to the Agreement.

            (d)   IMPLEMENT APPROVED REQUESTS.

                  Upon approval of a Request, the Account Managers shall
                  coordinate and supervise the preparation of appropriate Work
                  Order(s) to implement the approved Change or the resolution of
                  the resolved Issue.

                  Work Orders include documentation of: (a) amendments,
                  modifications, additions or deletions to the Agreement, any
                  Work Order, any Base Services, Variable Service, or any Fees
                  that are the subject of the approved Request; (b) resolution
                  of problems and Issues that are the subject of the approved
                  Request; and/or (c) any modifications to projects, timelines,
                  plans, budgets, other affected documents, departments or
                  positions that are the subject of the approved Request.

                  [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

                  Upon completion of the applicable Work Order(s) and their
                  execution by both Parties, the approved Change or resolution
                  of the resolved Issue will be implemented in accordance with
                  the terms and conditions of the Work Order(s) and the
                  Agreement.

                                      -48-
<Page>

                                SCHEDULE 8: FEES

Customer shall pay to Sabre Fees for the Services, computed as described in this
SCHEDULE 8. Sabre shall invoice Customer for such fees, computed for each month
ending after the Effective Date. Customer shall pay invoiced amounts within
[TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] after receipt of the invoice.

[TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

A.    BASE SERVICES.

      1.    CHARGES FOR DATA AND VOICE SERVICES.

      a.    MANAGED NETWORK CHARGES. For each of the following types of Data and
            Voice Services, Customer shall pay the charges assessed to Sabre by
            the applicable Third Party communications provider, together with
            the monthly management fee described below:

            [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

      * Per SECTION 2.3, Customer is committed to pay the Vendor pass-through
      charges for [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] per month
      through March 31, 2003.

      b.    DIRECT SERVICES. For each of the following Data and Voice Services
            provided by Sabre, Customer shall pay the monthly charge described
            below:

                                      -49-
<Page>

      [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

B.    EXCLUSIVE VARIABLE SERVICES.

      1.    CHARGES FOR EXCLUSIVE VARIABLE SERVICES. [TEXT OMITTED-CONFIDENTIAL
            TREATMENT REQUESTED] The charges for the

                                      -50-
<Page>

      following categories (which are not intended to be exclusive) of Exclusive
      Variable Services shall be as follows:

      [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]


















                                      -51-

<Page>

            SCHEDULE 10: SABRE SOFTWARE SUBJECT TO YEAR 2000 WARRANTY

[TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]

                                      -52-
<Page>

                   SCHEDULE 13: DISPUTE RESOLUTION PROCEDURES

1.    CERTAIN DEFINITIONS.

This SECTION 1 sets forth certain definitions, used in this Dispute Resolution
Process. Other capitalized terms used but not defined here in have the meanings
ascribed to them in the Agreement.

ARBITRATION RULES
The rules of the American Arbitration Association ("AAA") in effect on the date
of the commencement of the arbitration.

CONTRACT ADMINISTRATION PROCESS
The Contract Administration Process is the process set forth on SCHEDULE 7 to
the Agreement.

QUALIFICATIONS
Having extensive knowledge or experience, or both, regarding information
technology services similar to the Base Services or the Variable Services that
are the subject of the Dispute, and fluent in English.

2.    DISPUTE RESOLUTION PROCEDURE.

      (a)   GENERAL PROCEDURE.

            The Parties shall resolve all Disputes in accordance with this
            procedure:

            (i)   Disputes shall first be submitted to the Account Managers or
                  the Steering Committee as indicated in SECTION 3 of this
                  SCHEDULE 13.

            (ii)  If a Dispute is not resolved by the Account Managers or the
                  Steering Committee, then either Party may submit the Dispute
                  to mediation as outlined in SECTION 4 of this SCHEDULE 13.

            (iii) If a Dispute is not resolved by mediation, then either Party
                  may submit the Dispute to binding arbitration in accordance
                  with SECTION 5 of this SCHEDULE 13.

            A referral under either SECTION 2(a)(ii) and/or 2(a)(iii) of this
            SCHEDULE 13 shall be made by written notice to the Account Managers.
            'Mat notice shall be in a form mutually agreed to by the Account
            Managers or an electronic mail message and addressed to each Account
            Manager at his or her office address or electronic mail address;
            each notice shall be given and effective upon actual receipt.

3.    DISPUTE RESOLUTION.

      (a)   ACCOUNT MANAGEMENT ACTION.

            If the Dispute (a) involves less than [TEXT OMITTED-CONFIDENTIAL
            TREATMENT REQUESTED] in capital, (b) involves less than [TEXT
            OMITTED-CONFIDENTIAL TREATMENT REQUESTED], and (c) does not
            require an amendment to the Base Services, the Variable Services,
            Fees or any other material term of the Agreement, the Account
            Managers will discuss the Dispute in good faith in an attempt to
            resolve the Dispute to the mutual satisfaction of both Parties. If
            the Account Managers are unable to resolve the Dispute to the
            mutual satisfaction of both Parties [TEXT OMITTED-CONFIDENTIAL
            TREATMENT REQUESTED] after receipt of written notice by one Party
            from the other that a Dispute exists, the Dispute shall be referred
            to the Steering Committee.

                                      -53-
<Page>

      (b)   STEERING COMMITTEE ACTION.

            If the Dispute (a) involves (i) [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED], (ii) requires [TEXT OMITTED-CONFIDENTIAL TREATMENT
            REQUESTED], and/or (ii) requires an amendment to the Base
            Services, the Variable Services, Fees or any other material term
            of the Agreement, or (b) is within the authority of, but not
            resolved by, the Account Managers, then the Steering Committee
            will discuss the Dispute in good faith in an attempt to resolve
            the Dispute to the mutual satisfaction of both Parties. If the
            Steering Committee is unable to resolve the Dispute to the mutual
            satisfaction of both Parties within [TEXT OMITTED-CONFIDENTIAL
            TREATMENT REQUESTED] days after receipt of written notice by one
            Party from the other that a Dispute exists, the Dispute shall, at
            the written request of either Party, be submitted to mediation as
            outlined in SECTION 4 of this SCHEDULE 13.

4.    MEDIATION.

The mediation of an unresolved Dispute shall be conducted in this manner:

      (a)   Either Party may submit the Dispute to mediation by giving notice of
            mediation to the other Party. 'Me Parties shall attempt to agree
            promptly after that notice is given upon and appoint a sole mediator
            who has the Qualifications.

      (b)   If the Parties are unable to agree upon a mediator within [TEXT
            OMITTED-CONFIDENTIAL TREATMENT REQUESTED] after the date the
            Dispute is submitted to mediation, either Party may request the
            Dallas, Texas office of the AAA to appoint a mediator who has the
            Qualifications. The mediator so appointed shall be deemed to have
            the Qualifications and to be accepted by the Parties.

      (c)   The mediation shall be conducted in Dallas, Texas at a place and a
            time agreed by the Parties with the mediator, or if the- Parties
            cannot agree, as designated by the mediator. The mediation shall be
            held within [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED] after
            the mediator is appointed.

      (d)   If either Party has substantial need for information from the other
            Party in order to prepare for the mediation, the Parties shall
            attempt to agree on procedures for the formal exchange of
            information; if the Parties cannot agree, the mediator's
            determination shall be effective.

      (e)   Each Party shall be represented in the mediation by a natural person
            with authority to settle the Dispute on behalf of that Party and, if
            desired by that Party, by counsel for that Party. The Parties'
            representatives in the mediation shall continue with the mediation
            as long as the mediator requests.

      (f)   Unless otherwise agreed by the Parties, each Party shall pay
            one-half of the mediator's fees and expenses and shall bear all of
            its own expenses in connection with the mediation. Neither Party may
            employ or use the mediator as a witness, consultant, expert, or
            counsel regarding the Dispute or any related matters.

5.    ARBITRATION.

The arbitration of an unresolved Dispute shall be conducted in this manner:

      (a)   Either Party may begin arbitration by filing a demand for
            arbitration in accordance with the Arbitration Rules. The Parties
            shall attempt to agree upon and appoint a panel of three (3)
            arbitrators promptly after that demand is filed. Each of those
            arbitrators must have the Qualifications unless otherwise agreed by
            both Parties.

      (b)   If the Parties are unable to agree upon any or all of the
            arbitrators within [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]
            after the demand for arbitration was filed (and do not agree to an
            extension of that [TEXT OMITTED-CONFIDENTIAL TREATMENT REQUESTED]),
            then each Party shall designate one arbitrator with Qualifications
            and the

                                      -54-
<Page>

            so appointed shall be deemed to have the Qualifications, and to be
            accepted by the Parties as part of the panel.

      (c)   The arbitration shall be conducted in Dallas, Texas at a place and a
            time agreed by the Parties with the panel, or if the Parties cannot
            agree, as designated by the panel. The panel may, however, call and
            conduct hearings and meetings at such other places as the Parties
            may agree or as the panel may, on the motion of one Party, determine
            to be necessary to obtain significant testimony or evidence.

      (d)   The Parties shall attempt to agree upon the scope and nature of any
            discovery for the arbitration. If the Parties do not agree, the
            panel may authorize any and all forms of discovery, including
            depositions, interrogatories, and document production, upon a
            showing of particularized need that the requested discovery is
            likely to lead to material evidence needed to resolve the Dispute
            and is not excessive in scope, timing, or cost.

      (e)   The arbitration shall be subject to the Federal Arbitration Act and
            conducted in accordance with the Arbitration Rules to the extent
            they do not conflict with this SECTION 5. The Parties and the panel
            may, however, agree to vary the provisions of this SECTION 5 or the
            matters otherwise governed by the Arbitration Rules.

      (f)   The panel has no power to:

            (i)   rule upon or grant any extension, renewal, or continuance of
                  the Agreement;

            (ii)  award remedies or relief either expressly prohibited by the
                  Agreement or under circumstances not permitted by the
                  Agreement; or

            (iii) grant provisional or temporary injunctive relief before
                  rendering the final decision or award.

      (g)   Unless the Parties otherwise agree, all Disputes regarding or
            related to the same topic or event that are subject to arbitration
            at one time shall be consolidated in a single arbitration
            proceeding.

      (h)   A Party or other person involved in an arbitration under this
            SECTION 5 may join in that arbitration any person other than a Party
            if:

            (i)   the person to be joined agrees to resolve the particular
                  dispute or controversy in accordance with this SECTION 5 and
                  the other provisions of this SCHEDULE 13 applicable to
                  arbitration; and

            (ii)  the panel determines, upon application of the person seeking
                  joinder, that the joinder of that other person will promote
                  the efficiency, expedition, and consistency of the result of
                  the arbitration and will not unfairly prejudice any other
                  Party to the arbitration.

      (i)   The arbitration hearing shall be held within [TEXT OMITTED-
            CONFIDENTIAL TREATMENT REQUESTED] after the appointment of the
            panel. Upon request of either Party, the panel shall arrange for a
            transcribed record of the arbitration hearing, to be made available
            to both Parties.

      (j)   The panel's final decision or award shall be made within [TEXT
            OMITTED-CONFIDENTIAL TREATMENT REQUESTED] after the hearing. That
            final decision or award shall be made by unanimous or majority vote
            or consent of the arbitrators constituting the panel, shall be
            deemed issued at the place of arbitration and shall be made in U.S.
            dollars. The panel shall issue a reasoned written final decision or
            award based on the Agreement and Texas law; the panel may not act

                                      -55-
<Page>

            according to equity and conscience or as an amicable compounder or
            apply the law merchant.

      (k)   The panel's final decision or award may include:

            (i)   recovery of general damages to the extent permitted by the
                  Agreement (but not consequential, exemplary or punitive
                  damages); or

            (ii)  injunctive relief in response to any actual or threatened
                  breach of the Agreement or any other actual or threatened
                  action or omission of a Party under or in connection with the
                  Agreement.

      (l)   The panel's final decision or award shall be final and binding upon
            the Parties, and judgment upon that decision or award may be entered
            in any court having jurisdiction over either or both of the Parties
            or their respective assets. The Parties specifically waive any right
            they may have to apply or appeal to any court for relief from the
            preceding sentence or from any decision of the panel made, or any
            question of law arising, before the final decision or award; and the
            Parties shall not dispute nor question the validity of such award
            before any regulator or other authority in any jurisdiction where
            enforcement action is taken by the Party or Parties in whose favor
            the award was rendered. If any decision by the panel is vacated for
            any reason, the Parties shall submit that Dispute to a new
            arbitration in accordance with this SECTION 5.

      (m)   Each Party shall pay one-half of the arbitrators' fees and expenses,
            and shall bear all of its own expenses in connection with the
            arbitration. The panel has the authority, however, to award recovery
            of all costs and fees (including attorneys' fees, administrative
            fees and the panel's fees and expenses) to the prevailing Party in
            the arbitration.

6.    RECOURSE TO COURTS.

Nothing in this SCHEDULE 13 limits the right of either Party to apply to a court
or other tribunal having jurisdiction to:

      (a)   enforce this SCHEDULE 13, including the agreement to arbitrate in
            this SCHEDULE 13;

      (b)   seek provisional or temporary injunctive relief, in response to an
            actual or impending breach of SECTIONS 4.1, 7.1 and 9.2 of the
            Agreement or otherwise so as to avoid irreparable damage or maintain
            the status quo, until a final arbitration decision or award is
            rendered or the Dispute is otherwise resolved; or

      (c)   challenge or vacate any final arbitration decision or award that
            does not comport with SECTION 5 of this SCHEDULE 13.

7.    SUBMISSION TO JURISDICTION.

Each Party irrevocably submits to the jurisdiction of the federal courts of the
United States and the state courts of Texas located in Fort Worth. Each Party
waives any defense or challenge to that jurisdiction based on lack of personal
jurisdiction, improper venue, or inconvenience of forum.

8.    CONFIDENTIALITY.

The proceedings of all negotiations, mediations, and arbitrations shall be
privately conducted. The Parties shall keep confidential all conduct,
negotiations, documents, decisions, and awards in connection with those
proceedings under this SCHEDULE 13.

                                      -56-
<Page>

9.    EXCLUSIVE REMEDY.

Other than those matters involving injunctive or other extraordinary relief or
any action necessary to enforce the award of the arbitrator, the Parties agree
that the provisions of this SCHEDULE 13 are a complete defense to any suit,
action or other proceeding instituted in any court or before any administrative
tribunal with respect to any Dispute or the provision of the Base Services or
Variable Services by Sabre. Nothing in this SCHEDULE 13 prevents the Parties
from exercising their rights to terminate the Agreement in accordance with
SECTION 11.2 of the Agreement.

10.   CONTINUED PERFORMANCE, ESCROW ACCOUNT.

Unless (a) Sabre has commenced a proceeding or has presented a claim for
nonpayment by Customer of amounts due under the Agreement, and Customer does not
promptly pay all amounts in dispute into the escrow account referred to below,
or (b) the Agreement has been terminated in accordance with SECTION 11.2, Sabre
will continue to provide the Base Services and Variable Services during any
dispute resolution proceedings (whether informal or formal) commenced pursuant
to this SCHEDULE 13 and Customer will continue to perform its obligations
(including the making of payments to Sabre) in accordance with the Agreement. Up
to the maximum amount in dispute, any disputed payment will be paid pending
resolution of the Dispute into an escrow account that is structured by agreement
of the Parties or, if agreement cannot be reached, as directed by the mediator
or arbitrator, as the case may be, engaged in accordance with this SCHEDULE 13.
Any such escrow account will provide for the payment of interest on the amounts
deposited therein, and the Parties (if the Dispute is resolved informally) or
the mediator or arbitrator, as the case may be (if the Dispute is resolved
formally), will make the determination regarding distribution of such deposited
amounts plus interest. If Customer fails to escrow disputed payments as required
by the Agreement, Sabre may apply to any court of competent jurisdiction to seek
injunctive relief for such failure and WILL have the right to terminate the
Agreement in accordance with SECTION 11.2(a) of the Agreement.

11.      OTHER.

      (a)   U.N. CONVENTION.

            The enforcement of any arbitral award will be in accordance with and
            governed by the United Nations Convention on the Recognition and
            Enforcement of Foreign Arbitral Awards.

      (b)   LANGUAGE.

            Negotiations, mediations and arbitrations will be conducted in the
            English language.

                                      -57-
<Page>

                              SCHEDULE 14: NOTICES

If to Sabre:

         Sabre Inc.
         MD 4204
         4255 Amon Carter Blvd.
         Fort Worth, TX 76155
         Fax: (817) 967-1215
         Attention: President

         With a copy to:

         Sabre Inc.
         MD 4204
         4255 Amon Carter Blvd.
         Fort Worth, TX 76155
         Fax: (817) 967-1215
         Attention: General Counsel

If to Customer.

         Travelocity.com LP
         15100 Trinity Blvd.
         Fort Worth, Texas 76155
         Fax: (817) 963-8869
         Attention: President

         With a copy to:

         Travelocity.com LP
         15100 Trinity Blvd.
         Fort Worth, Texas 76155
         Fax: (817) 963-8869
         Attention: General Counsel

                                      -58-
<Page>

                      SCHEDULE 15: TERMINATION ASSISTANCE

Sabre will provide the following Termination Assistance Services:

1.    Sabre will continue to perform, during the specified Termination
      Assistance Period, any or all of the Services then being performed by
      Sabre.

2.    Sabre will develop, with the assistance of Customer, a plan for the
      transition of Services from Sabre to Customer or Customer's designee.

3.    Sabre will provide training to Customer personnel in the performance of
      the Services then being performed by Sabre.

4.    Sabre will make available to Customer, pursuant to mutually agreeable
      terms and conditions, any Third Party IT Services obtained by Sabre that
      are then dedicated solely to the performance of Services hereunder, which
      terms and conditions permit Customer to assume Sabre's rights and
      obligations with respect to any such Third Party IT Services.

5.    Sabre will provide to Customer copies of documentation and procedures then
      in existence that are necessary to provide the Services. Documentation and
      procedures located on magnetic media will be delivered on magnetic media;
      those contained on other media (such as paper) will be duplicated and
      delivered at Customer's expense.

                                      -59-
<Page>

                   SCHEDULE 16: TELECOMMUNICATIONS PROVISIONS

1.    AGENCY. Customer will if requested by Sabre provide a letter of agency in
      form and substance reasonably satisfactory to Sabre and the vendors
      designating Sabre to act as agent for Customer with respect to all matters
      related to obtaining the telecommunications services from the vendors.
      Customer shall do, or cause to be done, all such further acts and to
      execute, acknowledge, and deliver, or cause to be executed, acknowledged,
      and delivered, all such further documentation (including billing transfer
      letters) as Sabre may reasonably request in connection with Customer's use
      of the Data and Voice Services. Customer acknowledges that Sabre's
      performance of its obligations under this Agreement, and the timing of
      such performance, depend upon Sabre's ability to acquire the
      telecommunications services from the vendors on terms that will allow the
      telecommunications services to be managed for Customer in the manner
      contemplated hereby.

2.    USE OF THE DATA AND VOICE SERVICES. Customer will be responsible for all
      use (whether authorized and unauthorized) of the Data and Voice Services,
      and for complying with all obligations that are applicable to Customer as
      set forth in this Agreement or in any tariff, regulation, or agreement
      with the vendors. In particular, Customer will be responsible for the
      protection of all transmission facilities from unauthorized access, for
      the selection of the appropriate access control products or services, and
      for the proper use of such products or services.

      Customer will not: (i) use the Data and Voice Services (including related
      networks and circuits) made available by Sabre under this Agreement for
      purposes other than for which they are designed, which are lawful, and
      which are intended by this Agreement; (ii) perform or attempt any
      alteration of or tampering with the networks or circuits provided as part
      of the Data and Voice Services; (iii) use the Data and Voice Services in a
      manner which interferes with the use by any Authorized Sabre User (defined
      below); or (iv) use the Data and Voice Services for any purpose or in any
      manner directly or indirectly in violation of the law or in aid of any
      unlawful act or undertaking. As used in this Agreement, "Authorized Sabre
      User" means any person or entity authorized by Sabre to use any Data and
      Voice Services managed by Sabre, including the Data and Voice Services.
      Sabre will have no liability whatsoever to Customer arising out of or
      relating to the illegal or fraudulent use of the Data and Voice Services
      by any Third Party.

3.    TELECOMMUNICATIONS EQUIPMENT. Other than the Wide Area Network Routers,
      Customer will provide all telecommunications equipment and related
      services that are required at all Customer locations to which the Data and
      Voice Services will be provided (the "TELECOMMUNICATIONS EQUIPMENT").
      Customer will be responsible for the operation and maintenance of the
      Telecommunications Equipment, including any transfers, modifications, or
      adjustments of the Telecommunications Equipment or any configurations
      thereof. In addition, Customer will be responsible for any termination or
      other liabilities under any supplier contracts the services under which
      will be replaced by the Data and Voice Services, as well as for any
      deinstallation activities that are required before performance of the Data
      and Voice Services can begin.

4.    REGULATORY REQUIREMENTS.

      (a)   The parties expressly acknowledge that this SCHEDULE 16 has been
            negotiated, and the Data and Voice Services have been uniquely
            customized, to satisfy the special requirements of Customer. The
            Data and Voice Services are private services and are not common
            carrier services.

      (b)   If a vendor amends or obtains revisions to, or withdraws, any tariff
            covering the Data and Voice Services and that action materially
            impairs Sabre's ability to provide the Data and Voice Services,
            Sabre may, in its sole discretion, (i) negotiate modifications to
            this Agreement with Customer, or (ii) without any liability
            whatsoever, terminate the affected Data and Voice Services, in whole
            or in part, by giving Customer at least 30 days' prior notice of the
            nature and effective date of such termination and provide to
            Customer a pro-rata refund of any prepaid charges, subject to any
            limitations set forth in this

                                      -60-
<Page>

            Agreement. In no event will Sabre be considered in breach or default
            as a result of the occurrence of any of the preceding circumstances.

      (c)   In no event will Sabre have any liability to Customer as a result of
            (i) any regulatory requirements imposed by any agency of the United
            States or Customer jurisdiction government, state, or local
            governments or applicable foreign government on a vendor or (ii) any
            independent actions that a vendor may undertake which alter the
            terms, conditions, or methodology for providing the Data and Voice
            Services, or render the provision of the Data and Voice Services
            unlawful.

(d)   If, at any time, the prices charged under a tariff by a vendor to Sabre
for the transmission of data over a network or circuit increases or decreases,
then Sabre may, if an increase (and will if a decrease) by written notice to
Customer (which notice will be sent by Sabre within 30 days following when Sabre
learns that the tariff prices have changed), increase or decrease, as the case
may be, Sabre's fees by a percentage equal to the percentage increase, or
decrease, by which such new tariff prices are higher or lower, than the prices
previously charged under tariff by the vendor to Sabre. Such recalculated fees
will remain in effect unless and until Sabre adjusts the same pursuant to this
paragraph.

                                      -61-

</TEXT>
</DOCUMENT>
