GALILEO INTERNATIONAL INC, S-1/A, 1997-07-23

GALILEO INTERNATIONAL INC
S-1/A, 1997-07-23
COMPUTER PROCESSING & DATA PREPARATION

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997

REGISTRATION NO. 333-27495
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 4

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
GALILEO INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7375 36-4156005
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

------------------------

9700 WEST HIGGINS ROAD, SUITE 400

ROSEMONT, ILLINOIS 60018
(847) 518-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

BABETTA R. GRAY, ESQ.

SENIOR VICE PRESIDENT, LEGAL AND GENERAL COUNSEL
GALILEO INTERNATIONAL, INC.
9700 WEST HIGGINS ROAD, SUITE 400
ROSEMONT, ILLINOIS 60018
(847) 518-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

------------------------

COPIES TO:

<TABLE>
<S> <C>
JOEL S. KLAPERMAN, ESQ. JEFFREY SMALL, ESQ.
SHEARMAN & STERLING DAVIS POLK & WARDWELL
599 LEXINGTON AVENUE 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10017
(212) 848-4000 (212) 450-4000
</TABLE>

------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ___________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH
SECTION 8(a), MAY DETERMINE.

================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Amendment No. 4 to the Registrant's Registration Statement on Form S-1
(File No. 333-37495) (the "Registration Statement") is being filed solely for
the purpose of filing certain exhibits, and no changes or additions are being
made hereby to the prospectus (the "Prospectus") which forms a part of the
Registration Statement. Accordingly, the Prospectus has been omitted from this
filing.

<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC registration fee.............................................. $ 256,469
NASD filing fee................................................... 30,500
NYSE listing fee.................................................. 450,000
Blue Sky fees and expenses........................................ 5,000
Attorneys' fees and expenses...................................... 950,000
Accountants' fees and expenses.................................... 525,000
Transfer Agent's and Registrar's fees and expenses................ 10,000
Printing and engraving expenses................................... 400,000
Miscellaneous..................................................... 373,031
----------
Total........................................................ $3,000,000
=========
</TABLE>

The amounts set forth above are estimates except for the SEC registration
fee and the NASD filing fee.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides, in summary,
that directors and officers of Delaware corporations are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, if they had
no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Company,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Any such indemnification may be made by the Company only as authorized
in each specific case upon a determination by the shareholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

The Company's Restated Certificate of Incorporation provides that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability: (i) for any breach of the director's duty of loyalty to
the Company or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) in
respect of certain unlawful dividend payments or stock redemptions or purchases;
or (iv) for any transaction from which the director derived an improper personal
benefit.

The Company's Restated Certificate of Incorporation and Restated By-Laws
provide for indemnification of its directors and officers to the fullest extent
permitted by Delaware law, as the same may be amended from time to time.

Section 9 of the Underwriting Agreement (Exhibit 1.1 hereto) contains
provisions for certain indemnification rights to the directors and officers of
the Registrant.

In addition, the Company maintains liability insurance for its directors
and officers.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In connection with the merger of Galileo International Partnership into a
wholly owned limited liability company subsidiary of the Company, an aggregate
of 88,000,000 shares of the Company's Common Stock and seven shares of the
Company's Special Voting Preferred Stock will be issued to the partners of
Galileo

II-1
<PAGE> 4

International Partnership. Such issuances will be exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- -----------------------------------------------------------------------------------
<C> <S>
1.1** Form of Underwriting Agreement.
2.1** Form of General Partnership Interest Purchase Agreement among United Air Lines,
Inc., Covia Corporation, U.S. Airways, Inc., USAM Corp., Air Canada, Resnet
Holdings, Inc., Apollo Travel Services Partnership and Galileo International
Partnership.
2.2** Form of Share Purchase Agreement between SAirGroup and Galileo International
Partnership.
2.3** Form of General Share Purchase Agreement among Koninklijke Luchtvaart Maatschappij
N.V., Galileo Nederland BV and Galileo International Partnership.
2.4** Form of Agreement and Plan of Merger by and among the Registrant, Galileo
International Partnership and Galileo International, L.L.C.
3.1** Form of Restated Certificate of Incorporation of Registrant.
3.2** Form of Restated By-Laws of Registrant.
4.1** Form of Registration Rights Agreement among the Registrant and Covia Corp., USAM
Corp., Resnet Holdings, Inc., Distribution Systems Inc., Roscor A.G., Travel
Industry Systems B.V., Retford Limited, Racom Teledata S.p.A., Travidata Inc.,
Olynet Inc. and Coporga, Inc.
4.2** Specimen Certificate representing Common Stock.
5.1** Opinion of Shearman & Sterling as to the legality of the Common Stock.
10.1** Form of Stockholders' Agreement among the Registrant, certain of its stockholders
and certain related parties of such stockholders.
10.2** Form of Services Agreement among the Registrant, United Air Lines, Inc., US
Airways, Inc. and Air Canada.
10.3** Form of Services Agreement between the Registrant and SAirGroup.
10.4** Form of Services Agreement between the Registrant and Koninklijke Luchtvaart
Maatschappij N.V.
10.5 Form of Amended and Restated Non-Competition Agreement among the Registrant,
certain of its stockholders and certain related parties of such stockholders.(c)
10.6 Form of Marketing Cooperation and Sales Representation Agreement between United Air
Lines, Inc. and the Registrant.(c)
10.7 Form of Marketing Cooperation and Sales Representation Agreement between US
Airways, Inc. and the Registrant.(c)
10.8** Form of Rights Waiver Agreement between SAirGroup and Galileo International
Partnership.
10.9** Form of Rights Waiver Agreement between Koninklijke Luchtvaart Maatschappij N.V.
and Galileo International Partnership.
10.10 Form of Credit Agreements:
**(a) 364-Day Credit Agreement
**(b) Five-Year Credit Agreement
</TABLE>

II-2
<PAGE> 5

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- -----------------------------------------------------------------------------------
<C> <S>
10.11** Hillmead Underlease.
10.12** Underlease, dated 1996, between The Galileo Company and Lucent Technologies Network
Systems UK Limited.
10.13** Lease, dated March 1, 1994, between St. Martins Property Investments Limited and
The Galileo Company.
10.14** Lease, dated December 2, 1987, between St. Martins Property Investments Limited and
Galileo Distribution Systems Limited.
10.15** Englewood, Colorado Office Lease, dated April 18, 1988.
10.16** First Amendment to Englewood, Colorado Office Lease, dated June 23, 1988.
10.17** Rosemont Office Lease, dated March 31, 1995.
10.18** Term Lease Master Agreement, dated May 9, 1988, between IBM Credit Corporation and
Covia Partnership.
10.19** Master Lease Agreement, dated November 11, 1988, between Comdisco, Inc. and Covia
Partnership.
10.20** Software License Agreement, dated August 1, 1994, between Allen Systems Group, Inc.
and Galileo International.
10.21** Program Product License Agreement between Candle Corporation and Galileo
International Partnership.
10.22** Foundation License Addendum to Order Form between Galileo International and
Computer Associates International, Inc.
10.23** Software License Agreement and Addendum, dated August 19, 1994, between Sterling
Software (U.S.A.), Inc. and Galileo International.
10.24** Master Equipment Lease, dated November 19, 1991, between General Electric Capital
Computer Leasing Corporation and Covia Partnership.
10.25** Master Equipment Lease, dated April 4, 1996, between AT&T Systems Leasing
Corporation and Galileo International Partnership.
10.26** Dun & Bradstreet Software Services Inc. License Agreement.
10.27** Cover Agreement, dated October 8, 1996, between Sprint Communications Company L.P.
and Galileo International Partnership.
10.28** Agreement for Telecommunications Services, dated January 1, 1996, between Societe
Internationale de Telecommunications Aeronautiques and Galileo International
Partnership.
10.29** Master Agreement for MCI Enhanced Services, dated February 14, 1996, between MCI
Telecommunications Corporation and Galileo International Partnership.
10.30** Communications Services Agreement, dated April 1, 1997, between Galileo
International and AT&T Corp.
10.31** Galileo International Severance Plan.
10.32** Galileo International Savings and Investment Plan.
10.33** Galileo International car policy.
10.34** Galileo Retirement and Death Benefit Scheme.
10.35** Galileo International Employee Pension Plan.
10.36** Galileo International Flextrack Benefits Plan.
</TABLE>

II-3
<PAGE> 6

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- -----------------------------------------------------------------------------------
<C> <S>
10.37** Form of Galileo International Distributor Sales and Service Agreement.
10.38** Form of Global Airline Distribution Agreement.
10.39** Agreement for the Provision of Services between The Galileo Company and Galileo
International Partnership.
10.40** Galileo International Retiree Medical Plan.
10.41** Galileo International, Inc. 1997 Stock Incentive Plan.
10.42** Galileo International, Inc. 1997 Non-Employee Director Stock Plan.
10.43** Form of Deferred Compensation Arrangements.
10.44** Galileo UK Health Benefit Policy.
10.45** Employment Agreement of James E. Barlett.
21.1** List of Subsidiaries.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Arthur Andersen LLP.
23.3** Consent of Shearman & Sterling (included in its opinion in Exhibit 5.1).
23.4** Consent of Frederic F. Brace.
23.5** Consent of David A. Coltman.
23.6** Consent of James E. Goodwin.
23.7** Consent of Frank H. Rovekamp.
23.8** Consent of Georges P. Schorderet.
23.9** Consent of Derek Stevens.
23.10** Consent of John W. Harper.
24.1** Powers of Attorney.
27.1** Financial Data Schedule.
</TABLE>

- ---------------

** Previously filed.

(c) Portions of these Exhibits have been omitted pursuant to a request for
confidential treatment. The omitted material has been filed separately with
the Securities and Exchange Commission.

(B) FINANCIAL STATEMENT SCHEDULES.

The schedules have been omitted because of the absence of circumstances
under which they could be required.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

II-4
<PAGE> 7

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the U.S. Underwriting Agreement and the
International Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to permit prompt
delivery to each purchaser.

II-5
<PAGE> 8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has duly caused this Amendment to the Registration Statement
on Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Englewood, Colorado on July 23, 1997.

Galileo International, Inc.

By: *
------------------------------------
James E. Barlett
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------- -------------------------------------------- --------------
<C> <S> <C>

* Chairman of the Board of Directors, July 23, 1997
- --------------------------------- President and Chief Executive Officer
James E. Barlett (principal executive officer)

* Director, Senior Vice President and Chief July 23, 1997
- --------------------------------- Financial Officer (principal financial and
Paul H. Bristow accounting officer)

/s/ BABETTA R. GRAY Director July 23, 1997
- ---------------------------------
Babetta R. Gray
</TABLE>

*By: /s/ BABETTA R. GRAY
- ----------------------------------------
Babetta R. Gray
Attorney-in-Fact

II-6
<PAGE> 9

EXHIBIT INDEX

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------
<C> <S> <C>
1.1** Form of Underwriting Agreement...........................................
2.1** Form of General Partnership Interest Purchase Agreement among United Air
Lines, Inc., Covia Corporation, U.S. Airways, Inc., USAM Corp., Air
Canada, Resnet Holdings, Inc., Apollo Travel Services Partnership and
Galileo International Partnership........................................
2.2** Form of Share Purchase Agreement between SAirGroup and Galileo
International Partnership................................................
2.3** Form of General Share Purchase Agreement among Koninklijke Luchtvaart
Maatschappij N.V., Galileo Nederland BV and Galileo International
Partnership..............................................................
2.4** Form of Agreement and Plan of Merger by and among the Registrant, Galileo
International Partnership and Galileo International, L.L.C...............
3.1** Form of Restated Certificate of Incorporation of Registrant..............
3.2** Form of Restated By-Laws of Registrant...................................
4.1** Form of Registration Rights Agreement among the Registrant and Covia
Corp., USAM Corp., Resnet Holdings, Inc., Distribution Systems Inc.,
Roscor A.G., Travel Industry Systems B.V., Retford Limited, Racom
Teledata S.p.A., Travidata Inc., Olynet Inc. and Coporga, Inc............
4.2** Specimen Certificate representing Common Stock...........................
5.1** Opinion of Shearman & Sterling as to the legality of the Common Stock....
10.1** Form of Stockholders' Agreement among the Registrant, certain of its
stockholders and certain related parties of such stockholders............
10.2** Form of Services Agreement among the Registrant, United Air Lines, Inc.,
US Airways, Inc. and Air Canada..........................................
10.3** Form of Services Agreement between the Registrant and SAirGroup..........
10.4** Form of Services Agreement between the Registrant and Koninklijke
Luchtvaart Maatschappij N.V..............................................
10.5 Form of Amended and Restated Non-Competition Agreement among the
Registrant, certain of its stockholders and certain related parties of
such stockholders.(c)....................................................
10.6 Form of Marketing Cooperation and Sales Representation Agreement between
United Air Lines, Inc. and the Registrant.(c)............................
10.7 Form of Marketing Cooperation and Sales Representation Agreement between
US Airways, Inc. and the Registrant.(c)..................................
10.8** Form of Rights Waiver Agreement between SAirGroup and Galileo
International Partnership................................................
10.9** Form of Rights Waiver Agreement between Koninklijke Luchtvaart
Maatschappij N.V. and Galileo International Partnership..................
10.10** Form of Credit Agreements:...............................................
**(a) 364-Day Credit Agreement...........................................
**(b) Five-Year Credit Agreement.........................................
10.11** Hillmead Underlease......................................................
</TABLE>

<PAGE> 10

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ------------------------------------------------------------------------- ------------
<C> <S> <C>
10.12** Underlease, dated 1996, between The Galileo Company and Lucent
Technologies Network Systems UK Limited..................................
10.13** Lease, dated March 1, 1994, between St. Martins Property Investments
Limited and The Galileo Company..........................................
10.14** Lease, dated December 2, 1987, between St. Martins Property Investments
Limited and Galileo Distribution Systems Limited.........................
10.15** Englewood, Colorado Office Lease, dated April 18, 1988...................
10.16** First Amendment to Englewood, Colorado Office Lease, dated June 23,
1988.....................................................................
10.17** Rosemont Office Lease, dated March 31, 1995..............................
10.18** Term Lease Master Agreement, dated May 9, 1988, between IBM Credit
Corporation and Covia Partnership........................................
10.19** Master Lease Agreement, dated November 11, 1988, between Comdisco, Inc.
and Covia Partnership....................................................
10.20** Software License Agreement, dated August 1, 1994, between Allen Systems
Group, Inc. and Galileo International....................................
10.21** Program Product Master License Agreement between Candle Corporation and
Galileo International Partnership........................................
10.22** Foundation License Addendum to Order Form between Galileo International
and Computer Associates International, Inc.
10.23** Software License Agreement and Addendum, dated August 19, 1994, between
Sterling Software (U.S.A.), Inc. and Galileo International...............
10.24** Master Equipment Lease, dated November 19, 1991, between General Electric
Capital Computer Leasing Corporation and Covia Partnership...............
10.25** Master Equipment Lease, dated April 4, 1996, between AT&T Systems Leasing
Corporation and Galileo International Partnership........................
10.26** Dun & Bradstreet Software Services Inc. License Agreement................
10.27** Cover Agreement, dated October 8, 1996, between Sprint Communications
Company L.P. and Galileo International Partnership.......................
10.28** Agreement for Telecommunications Services, dated January 1, 1996, between
Societe Internationale de Telecommunications Aeronautiques and Galileo
International Partnership................................................
10.29** Master Agreement for MCI Enhanced Services, dated February 14, 1996,
between MCI Telecommunications Corporation and Galileo International
Partnership..............................................................
10.30** Communications Services Agreement, dated April 1, 1997, between Galileo
International and AT&T Corp..............................................
10.31** Galileo International Severance Plan.....................................
10.32** Galileo International Savings and Investment Plan........................
10.33** Galileo International car policy.........................................
10.34** Galileo Retirement and Death Benefit Scheme.
10.35** Galileo International Employee Pension Plan..............................
10.36** Galileo International Flextrack Benefits Plan............................
10.37** Form of Galileo International Distributor Sales and Service Agreement....
10.38** Form of Global Airline Distribution Agreement............................
</TABLE>

<PAGE> 11

- ---------------

** Previously filed.

(c) Portions of these Exhibits have been omitted pursuant to a request for
confidential treatment. The omitted material has been filed separately with
the Securities and Exchange Commission.

<PAGE> 1
EXHIBIT 10.5

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN
OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE SYMBOL "[*]" HAS BEEN INSERTED
IN PLACE OF THE PORTIONS SO OMITTED.

AMENDED AND RESTATED NON-COMPETITION AGREEMENT

dated as of ______________, 1997

among

GALILEO INTERNATIONAL, INC.

and

[GROUP MEMBER-OWNER],

[GROUP MEMBER-OWNER DISTRIBUTOR],

[ULTIMATE PARENT ENTITY],

and

[AIR CARRIER AFFILIATE]
<PAGE> 2

TABLE OF CONTENTS

Page
<S> <C> <C>
SECTION 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2. Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 3. Additional Permitted Marketing and Distribution of OwnerDeveloped Products and Customized Products . . . 7

SECTION 4. Ethical Wall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 5. Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 6. Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 7. Airline Affiliate Review Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 8. Confidential Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 9. Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SECTION 10. Rights and Remedies Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 11. Severability of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

SECTION 12. Blue-Penciling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 13. Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 14. Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 15. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 16. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 17. Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 18. Assignability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 19. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 20. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 21. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

<PAGE> 3

AMENDED AND RESTATED
NON-COMPETITION AGREEMENT

AMENDED AND RESTATED NON-COMPETITION AGREEMENT (the "Agreement"),
dated as of _______, 1997, by and among Galileo International, Inc., a Delaware
corporation ("Galileo"), [to be executed separately by each Owner (the "Group
Member-Owner"), such Group Member- Owner's Distributor (the "Group Member-Owner
Distributor"), such Group Member-Owner's Ultimate Parent Entity (the "Ultimate
Parent Entity") and any Affiliate of such Group Member-Owner that is an Air
Carrier (the "Air Carrier Affiliate")].

WHEREAS, the Group and each Group Member acknowledges that the
scope of the Core Business of Galileo is as defined in Section 1 hereof;

WHEREAS, certain Group Members may have access to the trade
secrets of, and confidential information concerning, the Core Business which are
not available to the public;

WHEREAS, the agreements and covenants contained in this Agreement
are essential to protect the value of the Core Business of Galileo;

WHEREAS, some or all of the Group Members were previously parties
to a Non-Competition Agreement, dated as of September 16, 1993 (the "Original
Non-Competition Agreement"), among some or all of the Group Members and Galileo
International Partnership, a Delaware general partnership (the "Partnership");

WHEREAS, Galileo International, L.L.C., a wholly owned
subsidiary of Galileo, is the successor in interest by merger (the "Merger") to
all of the Partnership's rights and obligations under the Original
Non-Competition Agreement;

WHEREAS, as a result of the Merger, the Group Member-Owner's
former partnership interest in the Partnership has been converted into its
Galileo Interest;

WHEREAS, the Group Members and Galileo wish to amend and
restate the terms of the Original Non-Competition Agreement as set forth herein;

WHEREAS, the Group Member-Owner acknowledges that its agreements
and covenants set forth herein are an integral part of the arrangements between
itself and its Affiliates, on the one hand, and Galileo and its Affiliates, on
the other hand, and that but for

<PAGE> 4

such agreements and covenants, Galileo would not enter into the arrangements
relating to the Group Member-Owner's Galileo Interest;

NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties agree as follows:

SECTION 1. Definitions. As used in this Agreement, the
following terms have the following meanings:

"Affiliate" means, with respect to any entity at any time, a
Person (i) that at such time owns or controls, directly or indirectly, 50% or
more of the capital stock (or other ownership interest, if not a corporation)
of such entity ordinarily having voting rights, (ii) 50% or more of whose
capital stock (or other ownership interest, if not a corporation) ordinarily
having voting rights at such time is owned or controlled, directly or
indirectly, by such entity or (iii) 50% or more of whose capital stock (or
other ownership interest, if not a corporation) ordinarily having voting rights
at such time is owned or controlled, directly or indirectly, by another Person
that at such time owns or controls, directly or indirectly, 50% or more of the
capital stock (or other ownership interest, if not a corporation) of such
entity ordinarily having voting rights; provided, however, that Galileo shall
be deemed not to be an "Affiliate" of any Owner or any Affiliate thereof; and
provided, further, that (i) no Owner shall be deemed to be an "Affiliate" of
any other Owner or any Affiliate thereof solely by virtue of its Galileo
Interest; and (ii) Instituto Per La Riconstruzione Industriale S.p.A., the
Government of the Republic of Ireland and any ministry thereof, the Republic
of Austria and its agencies, the Republic of Greece and its agencies, the
Republic of Portugal and its agencies, and the Government of The Netherlands
or any political subdivision or instrumentality thereof shall not be deemed to
be an "Affiliate" of any Person.

"Air Carrier" means a Person that directly or indirectly or by
lease provides commercial passenger air transportation.

"Air Carrier Competitor" means, with respect to the Group
Member-Owner's Principal Air Carrier Affiliate, an Air Carrier [that such
Group Member-Owner's Principal Air Carrier Affiliate reasonably believes is a
significant competitor thereof either overall or in a particular market
segment, provided that any relief granted pursuant to Section 7 with respect
to an Air Carrier Competitor in a particular market segment shall be limited
to such market segment].

"Board" means the Board of Directors of Galileo.

<PAGE> 5

"Business Day" means any day except a Saturday, Sunday, or other
day on which commercial banks in Chicago, Illinois or London, England are
authorized by law to close.

"Computer Services Agreement" means the Amended and Restated
Computer Services Agreement, dated as of ___________________, entered into
between Galileo and ________________________.

"Core Business" means the provision of Reservations Services
(excluding Cargo Services) to Neutral Travel Providers.

"CRS Company" means any of SABRE, Amadeus/System One, Abacus,
Axxess, Infini, Worldspan, or any successor in interest thereto, or any other
Person other than Galileo that has earned at least 50% of its revenues in any
of its preceding three fiscal years, or such shorter time that it has been in
business, from the Core Business.

"CRS Owner" means any Person, other than a Group Member with
respect to its direct or indirect ownership interest in Galileo, that is not a
CRS Company and either, (a) beneficially owns, directly or indirectly, an
interest in a CRS Company, or (b) has earned more than 5% but less than 50% of
its revenues in any of its preceding three fiscal years, or such shorter time
that it has been in business, from the Core Business.

"Director" means a director of Galileo.

"Distributor" means a Person which has entered into, or enters
into, a Distributor Agreement with Galileo.

"Distributor Agreement" means any distributor agreement entered
into between Galileo and any Person.

"Effective Date" means the effective date of the IPO.

"Galileo Interest" means an Owner's ownership interest in the
capital stock of Galileo.

"Group" means the Group Member-Owner signatory hereto, the Group
Member-Owner Distributor signatory hereto, the Ultimate Parent Entity of such
Group Member-Owner, the Principal Air Carrier Affiliate, and any other Air
Carrier Affiliate of any of the foregoing and the Affiliates of any of them
(each individually a "Group Member").

<PAGE> 6

"Internal Reservations System" means the central processing
hardware utilized by a Group Member-Owner's Air Carrier Affiliate to provide its
Internal Reservations Services.

"National Distributor Coordinating Committee" means the committee
comprised of one individual from each Group Member-Owner Distributor, if any,
which is a party to a Distribution Sales and Service Agreement with Galileo,
which individual shall be appointed by such Group Member-Owner Distributor.

"National Product" means a Reservations Service, Accounting
Service, or Commercial Service (i) that is not otherwise available from Galileo
and (ii) that is developed or licensed at a Group Member's cost. National
Products will include products not otherwise available from Galileo that are
developed as "National Products" by Galileo in accordance with the terms of the
applicable Distributor Agreement between Galileo and the Group Member-Owner
Distributor.

"Owner" means any signatory hereto or to any other
Non-Competition Agreement with Galileo that holds any shares of capital stock
of Galileo.

"Preferred Stock" means the Preferred Stock, par value $0.01
per share, of Galileo, in Series A through G.

"Principal Air Carrier Affiliate" means ________________________;
provided, however, that for purposes of Section 7(c) only, "Principal Air
Carrier Affiliate" means _____________, ______________, ______________,
___________, ______________, and ______________.

"Sales Representation Agreement" means any sales representation
agreement entered into between Galileo and any Group Member.

"Significant Competitor" means (i) any entity that, within the
immediately preceding six-month period, accounted for more than 10% of direct
access product bookings or ticketing within any of the billing territories
established by the Galileo International Global Airline Distribution Agreement,
as substantiated on the basis of independent data provided by ARC or BSPs or
marketing or billing information provided by other Persons, Galileo to provide
any such information which is in its possession and it is legally permitted to
provide, or (ii) if the measure of an entity's market share cannot be
established after consultation with Galileo and exchange between Group Member
and Galileo of information regarding the entity's market share, any entity that
a Group Member Owner's Principal Air Carrier Affiliate reasonably believes is a
Significant Competitor of Galileo.

<PAGE> 7

Other capitalized terms used in this Agreement and not defined
in this Section 1 shall have the meanings ascribed to them elsewhere in this
Agreement or in Annex I hereto; provided, however, that in the event of any
conflict in the definitions of such terms, the definitions in this Section 1 and
elsewhere in this Agreement shall control.

SECTION 2. Non-Competition. (a) Except through the Group
Member-Owner's Galileo Interest, or as otherwise provided in this Agreement or
pursuant to a Distributor Agreement or a Sales Representation Agreement, until
this Agreement is terminated, neither the Group nor any Group Member shall
engage in the Core Business, own an interest in a CRS Company, be a CRS Owner or
own an interest in a CRS Owner.

(b) A Group Member may acquire and own an interest that
represents no more than 5% of the voting interests in a CRS Owner or a CRS Owner
may acquire and own an interest that represents no more than 5% of the voting
interests in a Group Member (either a "De Minimis Interest"); provided, that in
either case the Person acquiring such De Minimis Interest does not have a
representative on the board of directors (or similar governing body, if not a
corporation) of the CRS Owner or Group Member, as the case may be.

(c) A Group Member may acquire and own an interest that
represents no more than 25% of the voting interests in a CRS Owner or a CRS
Owner may acquire and own an interest that represents no more than 25% of the
voting interests in a Group Member (either, a "Minor Interest") so long as the
Group complies with the provisions of Section 4 below, except with respect to a
De Minimis Interest, for which compliance with Section 4 is not required. A
Group Member shall be permitted to acquire and own an interest that represents
more than 25% of the voting interests in a CRS Owner and a CRS Owner shall be
permitted to acquire and own an interest that represents more than 25% of the
voting interests in a Group Member (either, a "Major Interest") so long as the
Group Member complies with the provisions of Section 5 below.

(d) Notwithstanding the foregoing, nothing herein shall
prohibit a Group Member from:

(i) providing Internal Airline Services or Internal
Reservations Services for itself or for another Air Carrier; to the
extent that a Group Member provides Internal Reservations Services to an
Air Carrier that is not a Group Member, use of the Internal Reservations
Services by such Air Carrier shall not be restricted by this Agreement and
the Group and the Group Member providing such services shall be deemed not
to have violated this Agreement as a result of such use; provided, however,
the Group and the Group Member providing such services shall be deemed to
have violated this Agreement if the Group Member's conduct is such that the
probable result thereof would be material competition with the Core
Business;

<PAGE> 8

(ii) providing Cargo Services to any Person;

(iii) providing Reservations Services to Other Customers, either
through its Internal Reservations System or, at its direction, through
the Computer System and marketing such services directly to Other
Customers; provided, that such Group Member shall take all reasonable steps
necessary to ensure that such services are not used by Neutral Travel
Providers, other than for their Non-Neutral Travel Business (the "Ancillary
Use Restrictions");

(iv) providing services (including Reservations Services) to
Other Customers using Direct Access Products, either through its
Internal Reservations System, a Direct Access Distribution Channel or, at
its direction, through the Computer System, or otherwise, and marketing
such Direct Access Products directly to Other Customers; provided, that,
such Group Member shall take all reasonable steps necessary to ensure that
the Ancillary Use Restrictions are complied with;

(v) providing Owner-Developed Products to any of its Other
Customers;

(vi) competing with Galileo or any other Person outside the
Core Business;

(vii) participating, as a Vendor, in competing computer
reservations systems owned or operated by one or more Vendors or Vendor
Affiliates ("Competing CRS Systems") or in such systems owned or operated
by Persons not Vendors or Vendor Affiliates, such as Prodigy, Istel,
Videotel, Minitel, Smart Phone, Microsoft Network and Compuserve, that are
not otherwise Competing CRS Systems ("Other Systems"); provided that,
except as provided in subsections (iv), (viii) or (xiii) of this Section
2(d), no Group Member may assist in the marketing of a Competing CRS System
to any Person or in the marketing of an Other System to Persons other than
individuals;

(viii) promoting its airline products and services distributed
through any distribution channel (including a Competing CRS System), so
long as any such promotion does not, in the view of a reasonable person,
refer negatively to Galileo or its products, either implicitly or
explicitly; provided that the mere participation of such Group Member in
any such distribution channel shall not be deemed in and of itself to refer
negatively to Galileo or its products; provided further that in the event
the promotion in accordance with this clause (viii) involves the promotion
of the product of a Competing CRS System and Galileo offers a comparable
product in such distribution channel (in functional, financial and
commercial terms and with due regard to prevailing market conditions) to
the product which a Group Member is promoting through such distribution
channel, then such Group Member shall promote Galileo's product in a manner
similar to, and to the same extent that, such Group Member promotes the
distribution of such comparable product through any such

<PAGE> 9

distribution channel, except to the extent that promotion of Galileo's
product would be commercially unreasonable or not proportionate to the
breadth and depth of Galileo's product; provided further that, for the
purposes of this subsection (viii), a Galileo product which cannot be
biased in favor of the promoting Group Member's Principal Air Carrier
Affiliate shall not be deemed to be comparable to a product of a Galileo
competitor which may be biased in such manner, it being understood that no
Group Member will be required to promote a Galileo product that is biased
exclusively in favor of one or more non-Group Member Air Carriers.

(ix) providing National Products to Neutral Travel Providers
either through its Internal Reservations System or, at its direction,
through the Computer System, but only until such time as Galileo develops a
"Replacement Product" as defined in the Distributor Agreement;

(x) in the case of the Group Member-Owner Distributor
executing this Agreement, providing Distribution Services or other products
or services that such Group Member-Owner Distributor determines are
required by its National Territory and that Galileo, after consultation
with such Group Member-Owner Distributor, has elected not to provide, so
long as the functionality provided is compatible with and does not conflict
with Galileo's Distribution Services;

(xi) holding an interest in SITA or any other air
transportation industry cooperative organization that is not a CRS Company
or a CRS Owner, or having a representative on the board of directors of any
such organization;

(xii) providing such services to such Persons as may be
mandated, from time to time, under applicable CRS Rules; or

(xiii) marketing and distributing Owner-Developed Products and
Customized Products in accordance with the provisions of Section 3 below.

(e) No Group Member shall refer to any Person other than Galileo
any business opportunity within the scope of the Core Business.

SECTION 3. Additional Permitted Marketing and Distribution of
Owner-Developed Products and Customized Products. (a) A Group Member may
develop, market and distribute Owner-Developed Products and Customized
Products directly to any of its Other Customers other than through Neutral
Travel Providers, provided that the non-competition obligations of the
Group Members under Sections 2(a), (b) and (c) of this Agreement shall
remain in full force and effect. No Group Member, other than a Group
Member providing customer support and service to such Other Customers
pursuant to paragraph 4 of Appendix I of this Agreement, shall receive a
booking fee split or any other

<PAGE> 10

revenues from Galileo for any Owner-Developed Product or Customized Product
bookings, or any other direct access product bookings.

(b) In addition to a Group Member's rights under Section 3(a),
nothing herein shall prohibit a Group Member from developing, marketing and
distributing Customized Products to corporate and consumer Other Customers
through Neutral Travel Providers and permitting Neutral Travel Providers to
support the use of such Customized Products by such Other Customers, subject to
Appendix I of this Agreement and the following:

(i) such Customized Products run only against a System used by
Galileo to provide Reservations Services to Neutral Travel Providers
and result in the payment of applicable booking fees to Galileo;

(ii) all customization, when performed by or on behalf of
Galileo, and display services in respect of such Customized Products
are consistent with the provisions of the Computer Services Agreement,
or with such other terms as Galileo and the Group Member agree upon;
and

(iii) such Customized Products are distributed by the Group
Member in coordination with Galileo and the distributor or Sales
Representative, if any, for the territory in which such Customized
Products are used by, or distributed through, a Neutral Travel
Provider, whether any such distributor is Galileo itself, a wholly
owned subsidiary of Galileo or a Person acting as a Distributor
pursuant to a Distributor Agreement, provided that nothing herein will
require such Group Member to use the services of any of the
aforementioned entities.

(c) In addition to a Group Member's rights under Section 3(a),
in the event that Galileo cannot or, for any reason, does not, produce any
Customized Products on commercially reasonable third party terms, then a Group
Member may develop, market and distribute Owner-Developed Products to corporate
and consumer Other Customers through Neutral Travel Providers in lieu of
Customized Products pursuant to Section 3(b) above, subject to the applicable
provisions of Appendix I hereof, and may permit Neutral Travel Providers to
support the use of those Owner-Developed Products by such Other Customers,
provided that the Group Member shall not develop, market or distribute any such
Owner-Developed Product unless it has given Galileo reasonable prior written
notice of the Group Member's intention to develop, market and distribute such
product.

(d) As required by applicable law and regulation, Galileo may
provide its direct access products and related services (which will not be
deemed to include Owner-Developed Products or Owner-purchased customization
features) to all participating carriers on non- discriminatory terms.
<PAGE> 11

SECTION 4. Ethical Wall. (a) A Group Member or a CRS Owner may
acquire and own a Minor Interest so long as the Group is in compliance with each
of the following:

(i) No Group Member shall disclose any Confidential Information
to the CRS Owner, the CRS Company owned by the CRS Owner (or their
respective Affiliates) or to any Group Member that might make such
Confidential Information available to the CRS Owner or the CRS Company
owned by the CRS Owner (or their respective Affiliates).

(ii) The Group shall have established and shall strictly enforce
internal administrative procedures (an "Ethical Wall") to (x) maintain
a complete segregation of the operations and personnel of Galileo, on
the one hand, and the CRS Owner or the CRS Company owned by the CRS
Owner (or their respective Affiliates), on the other, and (y) restrict
the flow of Confidential Information from the Group to the CRS Owner,
the CRS Company owned by the CRS Owner (or their respective
Affiliates) or to any Group Member that might make such Confidential
Information available to the CRS Owner or the CRS Company owned by the
CRS Owner (or their respective Affiliates).

(iii) Within 15 days of the date on which a Group Member or CRS
Owner has acquired a Minor Interest, and annually thereafter, the
Group shall deliver to Galileo a valid, binding and irrevocable
undertaking, reasonably satisfactory in form and substance to Galileo,
stating that each Group Member will comply with the terms of this
Section 4 and setting forth the procedures to be utilized by the
various parties thereto.

(b) The procedures comprising an Ethical Wall shall include,
without limitation, the following: (i) preparation of a detailed
confidentiality memorandum approved by Galileo which shall be signed
periodically by each recipient of Confidential Information; (ii) confidentiality
legends on correspondence and memoranda; (iii) use of code names to avoid
disclosure of competitively sensitive information relating to customers,
supplier and vendors; (iv) telephone communications confidentiality procedures;
(v) restriction of internal communications to those persons acknowledged by
Galileo to have a demonstrated "need to know"; (vi) channeling of Confidential
Information through a designated individual approved in advance by Galileo;
(vii) prohibition against responding to outside inquiries concerning the
commercial aspects of the Core Business, which inquiries shall be referred to
Galileo; (viii) internal document control, including file maintenance and
document destruction; (ix) word processing and expense record controls to assure
confidentiality; and (x) appropriate acknowledgment and periodic compliance
certification procedures.

<PAGE> 12

(c) In the event that it is alleged by a majority of the whole
Board (excluding for purposes of determining the size of the Board and the vote
required to obtain a majority of the whole Board any Director or Directors
elected by any Group Member) that the Group or any Group Member has not (x)
established an adequate Ethical Wall or (y) strictly enforced such Ethical Wall
at any time (either, an "Ethical Wall Breach"), and the Group Member-Owner
disputes such allegation, such dispute shall be submitted to arbitration
pursuant to Section 9 hereof to determine whether such an Ethical Wall Breach
has occurred. If (i) the Group Member-Owner does not dispute such allegation or
(ii) the Arbitrator determines that the Group or any Group Member has committed
an Ethical Wall Breach, the Group shall comply with the provisions of Section 5
below.

SECTION 5. Restrictions. (a) If a Group Member shall be a CRS
Owner, or any Group Member shall acquire or own a Major Interest or shall have a
Major Interest in itself held by a CRS Owner or shall have committed an Ethical
Wall Breach, Galileo and all other Owners will not provide to the Group any
Confidential Information and no Director elected by any Group Member shall be
permitted to attend any meeting of Galileo (including, without limitation,
meetings of the Board or any committee thereof) or to vote on any matters before
the Board or any committee thereof, and, in the case of the Group Member-Owner
Distributor, no representative of such Group Member-Owner Distributor shall be
permitted to attend any meeting of the National Distributor Coordinating
Committee, or any other committee or organization formed by or for Distributors,
for a period of 20 Business Days (the "Freeze Period") commencing on the date of
the event that triggered this Section 5 (the "Trigger Date") and the Parties
shall comply with the following procedures:

(i) within six (6) Business Days of the Trigger Date, the Group
Member-Owner shall submit a written plan (the "Group's Plan") to
Galileo detailing the procedures to be taken by the Group and Galileo
to ensure that the CRS Owner and the CRS Company owned by the CRS
Owner, and their respective Affiliates, will not have access to any
Confidential Information or to any individual who has access to any
Confidential Information;

(ii) within six (6) Business Days of the receipt of the Group's
Plan, the Board shall meet (such meeting may be held telephonically)
to consider the Group's Plan, a majority of the whole Board (excluding
for purposes of determining the size of the Board and the vote
required to obtain a majority of the whole Board any Director or
Directors elected by any Group Member) may accept the Group's Plan or
propose its own plan ("Galileo's Plan") detailing the procedures to be
taken by the Group and Galileo to ensure that the CRS Owner and the
CRS Company owned by the CRS Owner, and their respective Affiliates,
will not have access to any Confidential Information or to any
individual who has access to any Confidential Information; and

<PAGE> 13

(iii) if the Group's Plan is not approved pursuant to subclause
(ii) above, then within three (3) Business Days of the approval of
Galileo's Plan, the Group Member-Owner shall notify Galileo whether it
will accept Galileo's Plan or whether it will submit the matter to
arbitration pursuant to Section 9 hereof; provided, that if the Group
Member-Owner elects to submit the matter to arbitration the Freeze
Period shall be extended until the completion of the arbitration
process.

(b) In formulating Galileo's Plan, the Board shall consider,
among others, the following factors: (i) the nature of the relationship between
the Group and the CRS Owner; (ii) the extent to which the CRS Owner and the CRS
Company compete with Galileo in the Core Business; (iii) the independence of the
Group's management from the management of the CRS Owner and the CRS Company;
(iv) the adequacy of the Ethical Wall to prevent communication of the
Confidential Information among commonly controlled Persons; (v) the burden that
Galileo's Plan will place on the Group; and (vi) the costs and risks the Group's
Plan will impose on Galileo.

(c) If a Group Member shall be a CRS Owner or if the Major
Interest purchased by or invested in a Group Member exceeds 50%, Galileo's Plan
may require divestiture, at such Group Member's option, of (A) the Group
Member's interest in the CRS Owner, (B) the CRS Owner's interest in the Group
Member, or (C) the Group Member's interest in Galileo. In the event the Group
Member elects not to divest its interest in the CRS Owner or elects not to cause
the divestiture of the CRS Owner's interest in the Group Member, then promptly
after the earlier of (i) the approval of Galileo's Plan or (ii) the rendering of
an Award confirming Galileo's Plan, any Director or Directors elected by any of
the Group Members shall immediately resign from the Board and the Group Member
shall begin an orderly divestiture of its shares of Galileo capital stock in a
reasonable manner approved by Galileo's Board.

SECTION 6. Consent. Any Group Member, either alone or in
combination with any other Person, without violating any provision of this
Agreement or any duty of the Group to Galileo or any other Owner or any
Affiliate thereof and without incurring any obligation or liability to Galileo
or any other Owner or any Affiliate thereof, may engage in activities that would
otherwise be prohibited pursuant to Section 2 hereof if: (i) such Group Member
has given written notice to each member of the Board specifying the nature of
such activities, (ii) the Board, by a majority vote of those Directors
(excluding any director elected by any Group Member), specifically authorizes
such Group Member to engage in such activities, and (iii) the Group Member
actively begins to pursue such activities within 90 days of such authorization.

SECTION 7. Airline Affiliate Review Board. (a) If an Air
Carrier Competitor of a Group Member-Owner's Principal Air Carrier Affiliate
engages in an activity that such Principal Air Carrier Affiliate is prohibited
from engaging in pursuant to

<PAGE> 14

Section 2 (other than any activity that is the subject of Sections 2(b) or (c)
or any activity permitted pursuant to Section 6) and such Principal Air Carrier
Affiliate (i) reasonably believes that it will be materially disadvantaged by
not being able to engage in such activity and (ii) either (A) is unlikely in the
reasonable judgment of such Principal Air Carrier Affiliate to receive Board
approval to engage in the activity pursuant to Section 6 because of the
activity's probable effect on the business of Galileo or (B) has sought and
failed to receive Board approval pursuant to Section 6, then such Principal Air
Carrier Affiliate (an "AARB Petitioner") may seek approval to engage in the
activity from Galileo's Airline Affiliate Review Board ("AARB") in accordance
with the provisions of this Section 7. Neither the Principal Air Carrier
Affiliate nor any of its Affiliates shall engage in such activity, whether
directly or indirectly, until the later of (x) ten Business Days after the date
on which the AARB reaches a decision permitting such activity or (y) in the
event Galileo appeals a decision by the AARB permitting such activity pursuant
to Section 7(l), the date on which an Award is rendered permitting such
activity.

(b) An AARB Petitioner may initiate a review by the AARB of its
requested activity by submitting a written petition (an "AARB Petition") to
Galileo. The AARB Petition shall specify the nature of the activity to be
engaged in, the nature of the relief sought, the likely impact upon the
Principal Air Carrier Affiliate of the denial of such relief, the likely impact
upon Galileo, in the view of the AARB Petitioner, of the granting of such
relief, and suggested terms for the granting of such relief. The AARB
Petitioner may set forth several alternative proposals for relief. Such
petition shall be limited in length to ten (10) typed, single spaced pages
(excluding any evidentiary exhibits included therein).

(c) The AARB shall be composed of one senior executive from each
Principal Air Carrier Affiliate whose Group Member-Owner is entitled to elect
one or more Directors as a result of its ownership of one or more shares of
Preferred Stock, provided that (i) the AARB shall not include any representative
of the AARB Petitioner or its Affiliates, (ii) no Board member shall be a member
of the AARB and (iii) the AARB shall not include any representative of any Group
Member that has terminated or is not in compliance with its Non- Competition
Agreement.

(d) Not later than 20 days after the receipt by Galileo of an
AARB Petition, each Owner entitled to appoint a representative to the AARB
pursuant to the provisions of Section 7(c) shall deliver to all members of the
Board written notice of the identity of the individual nominated by such Owner
to serve as its AARB representative (an "AARB Member").

(e) In the event the AARB would consist of an even number of
members and such number is greater than two, then the AARB shall exclude the
representative of the Owner selected in accordance with the lottery procedures
set forth in Exhibit A hereto. In the event that the AARB would consist of only
one member, or in the event that no AARB

<PAGE> 15

may be constituted in accordance with the foregoing procedures, the AARB
Petition shall be resolved in accordance with the appeal provisions set forth in
Section 7(l).

(f) Not later than 30 days after the receipt by Galileo of an
AARB Petition, Galileo may submit to the AARB Petitioner and to each of the AARB
Members a written reply to the AARB Petition (limited in length to ten (10)
typed, single spaced pages (excluding any evidentiary exhibits included
therein)), stating Galileo's position regarding the requested relief (the
"Galileo Response"). Any such Galileo Response shall specify Galileo's views on
the likely result of granting the requested relief, and suggested terms, if any,
for conditioning the granting of relief on certain actions by the AARB
Petitioner. The Galileo Response may propose that the requested relief be
denied and may also set forth several alternative conditions to the granting of
relief.

(g) Not later than 40 days after the receipt by Galileo of an
AARB Petition, the AARB shall convene, either in person or by telephone or video
conference. The AARB Petitioner and, in the event Galileo submits a Galileo
Response, a representative of Galileo shall each be permitted to present its
views in person to the AARB. The AARB shall reach a decision within 40 days
after the receipt of the Galileo Response.

(h) In reaching its determination, the AARB shall consider,
without limitation, in addition to the damage likely to result to the Principal
Air Carrier Affiliate, on the one hand, and Galileo, on the other hand, whether
allowance of such activity would be inconsistent with the arrangements between
such Principal Air Carrier Affiliate and Galileo, including without limitation
such Principal Air Carrier Affiliate's affiliation with a Distributor, and its
employment as a sales representative of Galileo. The AARB shall not consider
any information other than the information provided in the AARB Petition and the
AARB Petitioner's oral presentation, if any, and in the Galileo Response and
Galileo's oral presentation, if any.

(i) The AARB shall permit the requested activity upon a
Principal Air Carrier Affiliate's demonstration to the AARB's satisfaction that
the damage to such Principal Air Carrier Affiliate from continued prohibition of
such activity would be greater than the damage which would be suffered by
Galileo if such activity were allowed. Such damages will be calculated as the
percentage of the relevant Person's total annual revenue which is represented by
the revenue which would be lost by continued prohibition of the activity, in the
case of the Principal Air Carrier Affiliate, or by allowance of the activity, in
the case of Galileo. Damage to either party may, if appropriate, be measured
over a period of years.

(j) The AARB shall have the right to condition its allowance of
any requested activity upon divestiture of the Group Member- Owner's Galileo
Interest, or of the termination of its right, if any, to sell or otherwise
distribute the products and services of

<PAGE> 16

Galileo, or upon the modification or termination of any of the Group's other
arrangements with Galileo. The AARB may also condition its allowance of any
requested activity upon payment of compensation to Galileo. Upon acceptance of
any such allowance of an activity by the AARB, each Group Member shall be deemed
to accept any associated conditions imposed by the AARB and shall be deemed to
waive any right to appeal, delay, or otherwise contest the associated conditions
while pursuing the requested activity; provided, however, that upon rejection of
any such allowance of an activity by the AARB, nothing in this Section 7(j) will
prevent a Group Member from appealing any decision of the AARB.

(k) The AARB shall make its determination in accordance with the
vote of a majority of its members, or in the event the AARB is composed of only
two members, by a unanimous vote. The AARB shall issue a written statement (the
"AARB Determination") finding entirely in favor of one of the proposals set
forth in the AARB Petition or entirely in favor of one of the proposals set
forth in the Galileo Response, provided that if there is no Galileo Response,
the AARB Determination shall either be entirely in favor of one of the proposals
set forth in the AARB Petition or shall condition acceptance of the request for
relief on any conditions the AARB deems appropriate.

(l) Not later than ten days after the earlier of (i) the date on
which the parties determine that an AARB comprised of two or more members cannot
be constituted in accordance with this Section 7, (ii) in the event there are
only two AARB members, the date on which one or both of such AARB members report
to the AARB Petitioner and Galileo that they cannot reach a unanimous decision
with regard to the AARB Petition, or (iii) the rendering of the AARB
Determination, either the AARB Petitioner or Galileo may, in the case of clauses
(i) and (ii) of this Section 7(l), submit the AARB Petition for arbitration, or,
in the case of clause (iii) of this Section 7(l), appeal the AARB Determination,
in each case pursuant to the arbitration provisions of Section 9. In the event
any such arbitration proceeding is commenced, (A) neither the AARB Petitioner
nor Galileo shall be entitled to act on any aspect of the proposed activity that
is the subject of such AARB Petition or an AARB Determination until any such
appeal, if any, has been exhausted, and (B) the Arbitrator shall make a
determination regarding the allowance or the prohibition of the activity that is
the subject of the AARB Petition on the basis of the standards set forth in this
Section 7.

(m) Notwithstanding anything to the contrary herein, subsequent
to the rendering of the AARB Determination or the issuance of an Award there
occurs a significant change in circumstances that was not anticipated by either
Galileo or the AARB Petitioner, nothing shall prohibit Galileo or the AARB
Petitioner from:

(i) seeking a reconsideration of the AARB Determination or the
Award in light of the change in circumstances, in which case any such
reconsideration shall be conducted in accordance with the procedures
established by this Section 7

<PAGE> 17

(substituting, if and as appropriate, Galileo for the AARB Petitioner,
and vice versa), and in connection therewith the AARB shall take into
consideration any newly developed evidence of the results of allowance
or prohibition of the requested activity; or

(ii) seeking to have the compensation to Galileo reduced or
increased in accordance with the procedures described in Section
7(m)(i).

(n) Notwithstanding anything to the contrary herein, an AARB
Petitioner may not seek approval to engage in the same or a similar activity
pursuant to this Section 7 more than once in any twelve-month period.

SECTION 8. Confidential Information. Each Group Member shall,
and shall cause its officers, directors, employees and agents (including,
without limitation, any Director elected by any Group Member) (collectively,
"Representatives") to, keep secret and retain in strictest confidence all
Confidential Information, and shall not disclose such Confidential Information
and shall cause its Representatives not to disclose such Confidential
Information to anyone outside such Group Member or Galileo and its agents; nor
may a Group Member or any of its Representatives exploit such Confidential
Information for its benefit or the benefit of other relationships with customers
of any Group Member; provided, however, nothing in this Section 8 is meant to
affect any rights or obligations of the Parties under any license agreements
granted by Galileo. The obligations under this Section 8 shall survive for a
period of five (5) years commencing on the termination of this Agreement.

SECTION 9. Disputes. Subject to the final sentence of Section
9, any dispute arising between the parties to this Agreement involving the
subject matters covered by this Agreement shall be submitted to arbitration
under this Section 9. Any party asserting a breach of this Agreement shall
notify the other party of such alleged breach (a "Dispute Notice") and the
parties shall attempt to resolve such dispute amicably. An individual will be
appointed by each party to such dispute and such individuals shall meet and
attempt to negotiate, in good faith, a resolution of the dispute. If such
individuals shall fail to resolve the dispute within fourteen (14) Business Days
of the date of the Dispute Notice, either party to the dispute may notify the
other party that it wishes to commence an arbitration proceeding under this
paragraph (an "Arbitration Request"). The party commencing the arbitration (the
"Petitioner") shall include in the Arbitration Request (a) a statement of the
facts constituting the alleged breach or dispute, (b) a written statement of
position ("Statement") regarding the dispute, and (c) the name of an individual
designated by it to appoint an Arbitrator (an "elector"). The Statement shall
state the facts and arguments in support of the position taken by the party
submitting such Statement and shall detail that party's proposed solution and
relief sought (if any). The party with whom the Petitioner has its dispute (the
"Respondent") shall within five (5) Business Days after the date of the
Arbitration Request designate a second elector by notice to the Petitioner, but
if the

<PAGE> 18
16

Respondent shall fail to do so within such period the Petitioner may designate
an elector on Respondent's behalf. The electors chosen by the Petitioner and the
Respondent shall attempt to agree upon an arbitrator (the "Arbitrator"), but if
they are unable to do so within (20) Business Days after the designation of the
second elector, then either elector thereafter may apply to the American
Arbitration Association (the "Association") for the selection of the Arbitrator
in accordance with the Commercial Arbitration Rules of such Association. The
Arbitrator so selected shall have full power to decide any dispute referred to
in this paragraph. The arbitration proceedings shall be conducted in the
English language, and the place of arbitration and the making of the Award (as
defined below) shall be the City of New York. The United Nations Commission on
International Trade Law ("UNCITRAL") rules of commercial arbitration shall apply
to any arbitration commenced pursuant to this paragraph, as modified by the
following procedure:

(a) Within five (5) Business Days of the selection of the
Arbitrator (the "Commencement Date"), the Respondent shall deliver its
Statement regarding the dispute to the Arbitrator and the Petitioner.

(b) Within fifteen (15) Business Days from the Commencement
Date, each of the Petitioner and Respondent shall deliver to the
Arbitrator and to the other party, a response ("Response") to the
other party's Statement setting forth opposing facts and arguments and
limited in length to ten (10) typed, single spaced pages (excluding
any evidentiary exhibits included therein).

(c) Within twenty (20) Business Days from the Commencement
Date each of the Petitioner and the Respondent may deliver to the
Arbitrator and to the other party, a reply to the Response limited to
setting forth facts and arguments in rebuttal to the Statement and
Response of the other party and limited in length to five (5) typed,
single spaced pages (excluding any evidentiary exhibits included
therein).

(d) Within twenty-five (25) Business Days from the Commencement
Date each of the Petitioner and the Respondent shall present an oral
summation of its position to the Arbitrator in the presence of the
other party in accordance with such rules of procedure including,
without limitation, length of presentation and right of
cross-examination, as the Arbitrator shall determine in writing and
deliver to the parties not less than three (3) Business Days prior to
such hearing; provided, however, that such hearing shall not exceed
eight (8) hours in total and may not be adjourned except for the
extraordinary circumstances beyond the control of the parties.

(e) The Arbitrator shall either issue his decision and award
("Award") or request a further meeting of the parties within fifteen
(15) days of the hearing.

<PAGE> 19

(f) Any such further meeting of the parties shall take place
within five (5) Business Days of the request therefor and shall be
conducted as determined by the Arbitrator. The Arbitrator shall issue
his Award no later than fifteen (15) days after any such further
meeting of the parties.

(g) The Award shall be in writing and shall be limited to a
decision either completely in favor of Petitioner's request for relief
or completely in favor of Respondent's request for relief. The Award
shall be final and binding upon the parties and judgment may be
entered thereon in any court of competent jurisdiction and the costs
and expenses of such arbitration shall be borne by the party losing
such arbitration.

This section shall in no way affect the right of any party to
seek such interim relief, and only such relief, as may be required to maintain
the status quo in aid of the arbitration in any court of competent jurisdiction.

SECTION 10. Rights and Remedies Upon Breach. (a)
Notwithstanding anything in Section 9 hereof, if a Group Member breaches, or
threatens to commit a breach of, any of the provisions of Section 2 or Section 8
hereof (the "Group Member Restrictive Covenants"), Galileo shall have the right
and remedy to have the Group Member Restrictive Covenants specifically enforced
by any court having jurisdiction, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to Galileo and that
money damages will not provide an adequate remedy to Galileo. Nothing in this
Section 10 shall be construed to limit the right of Galileo to collect money
damages in the event of a breach of the Group Member Restrictive Covenants.

(b) Notwithstanding anything in Section 9 hereof, if Galileo
breaches, or threatens to commit a breach of, any of the provisions of Section 7
hereof (the "Galileo Restrictive Covenants"), each Group Member shall have the
right and remedy to have the Galileo Restrictive Covenants specifically enforced
by any court having jurisdiction, it being acknowledged and agreed that any such
breach or threatened breach will cause irreparable injury to the Group and that
money damages will not provide an adequate remedy to the Group. Nothing in this
Section 10 shall be construed to limit the right of any Group Member to collect
money damages in the event of a breach of the Galileo Restrictive Covenants.

SECTION 11. Severability of Covenants. If any court determines
that any of the Restrictive Covenants, or any part thereof, is invalid, illegal
or unenforceable, the remainder of the Restrictive Covenants shall, to the
extent enforceable under applicable law, not thereby be affected and shall be
given full effect, without regard to the portions which have been declared
invalid, illegal or unenforceable, provided that if the economic or legal
substance of the principles and transactions contemplated in this Agreement is
affected in a

<PAGE> 20

manner materially adverse to any party as a result of the determination that a
provision hereof is invalid, illegal or unenforceable, the parties hereto agree
to negotiate in good faith to modify this Agreement so as to effect the original
interest of parties as closely as possible in an acceptable manner to the end
that the principles and transactions contemplated hereby are fulfilled to the
closest extent possible, provided further that each Group and Group Member shall
enter into the same modification with respect to its non-competition agreement
with Galileo.

SECTION 12. Blue-Penciling. If any court determines that any of
the Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographic scope of such provision, it is the intention of the
parties that such court shall have the power to modify any such provision, to
the extent necessary to render the provision enforceable, and such provision as
so modified shall be enforced.

SECTION 13. Attorneys' Fees and Costs. In the event of any
dispute arising out of the subject matter of this Agreement, the prevailing
party shall recover, in addition to any other damages assessed, its reasonable
attorneys' fees and court costs incurred in litigating or otherwise settling or
resolving such dispute. In construing this Agreement, none of the parties shall
have any term or provision construed against such party solely by reason of such
party having drafted the same.

SECTION 14. Cumulative Remedies. Each of the several rights and
remedies provided in this Agreement, or by law or in equity, shall be
cumulative, and no one of them shall be exclusive of any other right or remedy,
and the exercise of anyone of such rights or remedies shall not be deemed a
waiver of, or an election to exercise, any other such right or remedy. No
waiver of any term or condition of this Agreement shall be construed as a waiver
of any other term or condition; nor shall any waiver of any default hereunder be
construed as a waiver of any other default hereunder.

SECTION 15. Amendments. This Agreement may not be amended
except by an instrument in writing signed by the Parties.

SECTION 16. Governing Law. This Agreement shall be construed
and interpreted in accordance with the laws of the State of New York applicable
to contracts made and to be performed in such State.

SECTION 17. Notice. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly given or made upon receipt) by delivery
in person, by courier service, by cable, by telecopy, by telegram, by telex or
by registered or certified mail (postage prepaid, return receipt requested) to
the parties at the following addresses (or at

<PAGE> 21

such other address for a party as shall be specified in a notice given in
accordance with this Section 17):

(a) if to Galileo:

Galileo International, Inc.
5350 S. Valentia Way
Englewood, Colorado 80111
Telecopy: (303) 397-5020
Attention: Babetta R. Gray, Esq.

with a copy to:

Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telecopy: 212-848-7179
Attention: Clare O'Brien, Esq.

(b) if to the Group Member-Owner:

______________________________________________
______________________________________________
______________________________________________
Telecopy: ______________________________
Attention: ______________________________

with a copy to:
______________________________________________
______________________________________________
______________________________________________
Telecopy: ______________________________
Attention: ______________________________

<PAGE> 22
20

with a copy to:

(b) If to the Air Carrier Affiliate:

with a copy to:

SECTION 18. Assignability. This Agreement and the various
rights and obligations arising hereunder shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, successors and
assigns. This Agreement may not be assigned by any party without the prior
written consent of the other parties and any attempt to assign this Agreement
without such consent shall be void and of no effect.

SECTION 19. Headings. The captions and other headings contained
in this Agreement are for reference purposes only and shall not be considered a
part of or affect the construction and interpretation of any provision of this
Agreement.

SECTION 20. Termination. Subject to the provisions of Section 8
hereof, this Agreement shall terminate in its entirety as provided below.

(a) This Agreement shall automatically terminate in its entirety
at such time as no Group Member owns any interest in Galileo's common stock,
provided that subject to section 20(b) below, if at such time a Distributor is a
Group Member, this Agreement shall remain in effect with respect to such
Distributor until the Distributor Agreement to which
<PAGE> 23

such Distributor is a party is terminated. This Agreement shall automatically
terminate with respect to any Group Member at the time such Group Member ceases
to be an Affiliate of the Group Member-Owner.

(b) If a Distributor remains subject to this Agreement pursuant
to the proviso to section 20(a), this Agreement shall only apply to such
Distributor and to the Affiliates of such Distributor in which such Distributor
owns or controls 50% or more of the capital stock (or other ownership interest,
if not a corporation) ordinarily having voting rights, and not to any other
Affiliates of such Distributor.

(c) If the Group Member-Owner continues to own an interest in
Galileo's capital stock, this Agreement will be terminable at the option of the
Group Member-Owner on at least 12 months' prior written notice to Galileo, which
notice may be given at any time after the second anniversary of the Effective
Date; provided that (i) following the third anniversary of the Effective Date,
this Agreement may be terminated at the option of the Group Member-Owner on at
least 6 months prior written notice and (ii) in any case, no notice may be given
as long as a Group Member controls a Distributor. Upon such notice, (i) any
Distributor formerly controlled by a Group Member shall lose all exclusive
distribution and most favored nation rights under its Distributor Agreement, and
(ii) Galileo, at its option, may terminate such Distributor Agreement, subject
to the wind-down and transition provisions of Section 22 of such Distributor
Agreement.

(d) Upon the termination of this Agreement pursuant to Section
20(a) or upon Galileo's receipt of notice of termination pursuant to Section
20(c), Galileo, at its option, may terminate any Sales Representation Agreement
with any Group Member.

SECTION 21. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which shall be considered one and the same instrument.

<PAGE> 24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first set forth above.

GALILEO INTERNATIONAL, INC.