2ND Amend-advertising/Promotion Agreement 10/1/99

Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.


SECOND AMENDMENT TO
TRAVEL SERVICES ADVERTISING AND PROMOTION AGREEMENT


This SECOND AMENDMENT TO THE TRAVEL SERVICES ADVERTISING AND PROMOTION AGREEMENT (the `Second Amendment') dated as of October 1, 1999 (the "Second Amendment Effective Date") is made and entered into between Yahoo! Inc, a Delaware corporation ("Yahoo!") and SABRE Interactive ("SI"), a division of Sabre Inc. (formerly, The SABRE Group, Inc.), a Delaware corporation. Yahoo! and SI may be referred to individually as a "Party" and collectively as the "Parties."


RECITALS


A. Yahoo! and SI entered into the Travel Services Advertising and Promotion Agreement, dated as of June 30, 1997 (the "Agreement"); and


B. The Agreement was mended by the Parties pursuant to the First Amendment to Travel Services Advertising and Promotion Agreement dated November, 1998 (the "First Amendment"); and


C. The Parties desire to make various changes to the Agreement, including, without limitation, extending the Term of the Agreement for an additional two years, and the Parties are entering into this Amendment to document such changes to the Agreement.


AGREEMENT


In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement as set forth below:


SECTION 1. DEFINITIONS.


1.1 Defined Terms. Terms used in this Second Amendment but not defined herein shall have the meaning given them in the Agreement and First Amendment.


SECTION 2. AMENDMENTS.


2.2 The Agreement is hereby amended as follows:


(a) Section 1.2 is deleted in its entirety and replaced with the
following:


"1.2 `Exclusivity Period' means (***) through (***)."


(b) Section 1.6 is deleted in its entirety and replaced with the
following:


2


Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.


"1.6 `Yahoo! Travel Page' means the first page located in the
travel category on the Yahoo! Site, currently located at
http://travel.yahoo.com/travel. A screen image of the Yahoo!
Travel Page is attached to this Agreement in Exhibit A.


(c) Section 4.3 is deleted in its entirety and replaced with the
following:


"(a) By Yahoo!. Yahoo! shall not display any banner
advertisements or other promotional materials on the
Co-Branded Pages or the Yahoo! Travel Page for any of the
following (***). SI may add additional third parties that
(***) to the above lists of (***) and (***) upon giving (***)
written notice to Yahoo!; provided that Yahoo! shall be
permitted to (***) to any such third party provided that such
obligation exists (or would cause Yahoo! to (***) if revoked)
as of the date of such notice. It is expressly understood that
for the purposes of this Section 4.3(a), third parties that
(***) (such as airline, hotel or car rental provider), shall
not be considered (***) and Yahoo may provide such third
parties advertising services. If the parties do not execute
insertion orders for the Advertising Rights SI is obligated to
purchase pursuant to Section 5.1 as set forth therein, then,
as a non-exclusive remedy, (***). Further, notwithstanding
anything to the contrary in this Agreement, under no
circumstances shall Yahoo! be restricted from promoting any
entity (including, but not limited to, (***)) through (***) on
the Yahoo! site.


(d) Section 5.1 of the Agreement shall be amended by replacing the
third and fourth sentences of the first paragraph with the
following:


"SI will execute Yahoo! insertion orders for Advertising
Rights on the Yahoo! Site, based on available inventory, as
follows: (i) on or before (***), SI will place an insertion
order for (***) for Advertising Rights to be delivered during
(***); (ii) on or before (***), SI will place an insertion
order for (***) for Advertising Rights to be delivered during
(***); and (iii) on or before (***) SI will place an insertion
order for (***), for Advertising Rights to be delivered during
(***). All such advertisements shall be subject to Yahoo!'s
standard terms and conditions as set forth in Exhibit D and
Yahoo's standard policies concerning the collection of user
data, any of which Yahoo! may modify from time to time in its
reasonable discretion upon written notice to SI. In the event
of any conflict between the provisions of this Agreement and
such standard terms and conditions or any advertising
insertion order, (***)."


(e) Section 6.3 of the Agreement shall be replaced in its
entirety with the following:


-2- 3


Note: Redacted portions have been marked with (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.


"Tracking Procedures; Audit Rights. To ensure compliance ...