AGREEMENT ?PROJECT CERVANTES?

This Agreement is made effective as of this 3rd day of March, 2006 by and between Amadeus Global Travel Distribution, S.A. ("Amadeus") and Sabre Inc. ("Sabre"), hereafter referred to in the singular as Party or GDS Party or in the plural as Parties or GDS Parties.

Preamble

Whereas , it is the objective of GDS operators (i) to provide travel agencies with the widest possible inventory of travel information in general and air travel information in particular; and (ii) to enable in turn travel providers access to the greatest number of travel agencies, both for the benefit of the consumer;

Whereas , on occasion a GDS may not have access to book travel on a given airline, whilst such access may be available to the other GDS;

Whereas , the GDS Parties especially wish to protect travel agents that use their systems from potential disruption of their businesses in the event that an airline suspends participation in a GDS Party's reservation system;

Whereas , the GDS Parties wish to provide a framework for remedying the lack of access to bookings by enabling one another to complete bookings on airlines which do not participate in their system, with a view to enhancing and improving their offerings to travel agencies and consumers;

NOW THEREFORE, the Parties agree as follows:

Clause 1—Purpose of the Agreement

To enable each GDS Party to gain access to the other GDS Party's multiple reservation system, on a reciprocal basis, with the objective of allowing the GDS Party that requests such access to enable its agents to book on airlines that do not participate in the requesting GDS Party's reservation system.

Clause 2—Definitions

For the purposes of this Agreement, the following terms shall have the meaning ascribed below.

—"Agreement"

shall mean this Agreement, as amended or supplemented from time to time, including the attachments to this Agreement and amendments or supplements thereto;

—"Retail GDS"

shall mean the GDS Party requesting from the Content Back-Up GDS access for its Retail GDS Travel Agents to the inventory of a Non-Retail GDS Airline;

—"Content Back-Up GDS"

shall mean the GDS Party that grants the Retail GDS, solely at the latter's request, access to the inventory of a Non-Retail GDS Airline. The Content Back-Up GDS enables the Retail GDS Subscribers to complete a booking on the Non-Retail GDS Airline, invoices and collects subsequently the booking fee contractually due from that airline;

—"Non-Retail GDS Airline"

shall mean an airline which supplies its air travel information to the Content Back-Up GDS and does not participate in the Retail GDS;

—"Retail GDS Subscriber(s)"

shall mean the travel agency subscribers of the Retail GDS;

—"Confidential Information"

shall mean information, not generally known in the relevant trade or industry, which was received by the Retail GDS from the Content Back-Up GDS or conversely by the Content Back-Up GDS from the Retail GDS in order to implement the provisions of this Agreement and which relates solely and exclusively to technical information necessary to achieve the aims of this Agreement. Confidential Information does not include information (i) that is already known to the other Party at the time of disclosure and not covered by a separate agreement; and/or (ii) that becomes publicly available (other than due to a breach by the receiving Party); and/or (iii) that is rightfully received by the receiving Party from a third party without an obligation of confidentiality.

Clause 3—Terms of Access

Upon sole request by the Retail GDS, the Content Back-Up GDS shall take all reasonable efforts to provide access to the Retail GDS within 24 hours (or as soon as possible thereafter) for the purpose of enabling the Retail GDS Subscribers to complete a booking on a Non-Retail GDS Airline.

The Content Back-Up GDS shall activate such access, subject to the following terms and conditions:

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Content Back-Up GDS grants Retail GDS access to its reservation system to enable the Retail GDS Subscribers to complete a booking through the Retail GDS, which access shall be comparable in speed and convenience to that granted by the Content Back-Up GDS to its own subscribers. For greater certainty, under this obligation, the Content Back-Up GDS shall provide no less favorable treatment in terms of priority in processing the message traffic on behalf of the users of the Retail GDS than it provides to direct subscribers of its GDS.

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Access granted to Retail GDS Subscribers is limited to searching air travel information provided by Non-Retail GDS Airlines and making a booking on those airlines.

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The Retail GDS may request that access as described above be terminated with respect to a Non-Retail GDS Airline at any time and at its sole discretion.

The Content Back-Up GDS will be entitled to refuse requests for access as above defined in relation with carriers that do not participate in the Retail GDS at the time of execution of this Agreement, including in particular where it can establish that such access would be contrary to any of its existing commitments. Notwithstanding anything to the contrary set forth in this Clause 3 or elsewhere in this Agreement, the Content Back-Up GDS shall not be in breach of this Agreement or in any way liable to the Retail GDS or any Retail Subscribers if the Content Back-Up GDS does not provide the Retail GDS access to the Content Back-Up GDS' reservation system in accordance with this Clause 3 because the provision of such access is prohibited by an injunction (whether temporary or permanent) or other order of a court of competent jurisdiction or by applicable law; provided, that the Content Back-Up GDS has used commercially reasonable efforts to defend against the imposition of any such injunction or other court order.

Clause 4—Excluded Countries

Due to prior commitments of the Parties, this Agreement shall not apply to certain countries set out in Attachment 1 (Geographic Scope of Agreement—Excluded Countries), and with respect to certain other countries it will apply under the terms and conditions also set forth in that Attachment.

Clause 5—Pricing

The Content Back-Up GDS shall pay to the Retail GDS a compensation for each booking as per the economic conditions reflected in Attachment 2 (Financial Compensation Mechanism).

Clause 6—Right of Suspension in the Event of Disruption

The Retail GDS shall take all commercially reasonable precautions necessary to prevent unauthorized access to or improper use of the system of the Content Back-Up GDS. In the event that the Content Back-Up GDS reasonably considers that the Retail GDS is causing or allowing to be caused an abuse or mis