PUT OPTION AGREEMENT

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Exhibit 10.38

PUT OPTION AGREEMENT

THIS PUT OPTION AGREEMENT is made on the 17 ^th day of January, 2005.

AMONG

(1)

AGC HOLDINGS LIMITED , an exempted company incorporated under the laws of the Cayman Islands and whose registered office is at Ugland House, South Church Street, P.O. Box 309, George Town, Grand Cayman, Cayman Islands ( "AGC" );

(2)

ABACUS INTERNATIONAL PTE LTD , a Singapore private company limited by shares, whose principal place of business is at ABACUS Plaza, 3 Tampines Central 1, #08-01, Singapore 529540 ( "Abacus" );

(3)

TRAVELOCITY.COM LP , a Delaware limited partnership whose principal place of business is at 3150 Sabre Drive, Southlake, Texas 76092, USA ( "Travelocity" );

(4)

ZUJI HOLDINGS LIMITED an exempted company incorporated under the laws of the Cayman Islands and whose registered office is at Ugland House, South Church Street, P.O. Box 309, George Town, Grand Cayman, Cayman Islands ( "the Company" or "Zuji" );

(5)

solely for purposes of Article VII, SABRE INC. , a Delaware corporation whose principal place of business is at 3150 Sabre Drive, Southlake, Texas 76092, USA ( "Sabre" ).

RECITALS :

(A)

The Company is an exempted company incorporated in the Cayman Islands in accordance with the laws of the Cayman Islands and the terms of the Joint Venture Agreement. The Company conducts its business through several direct and indirect wholly owned subsidiaries of the Company listed in Schedule 1.1 hereto (collectively, together with the Company, the "Group" ).

(B)

AGC, Abacus, Travelocity, Qantas Airways Limited and the Company have entered into that certain Joint Venture Agreement dated as of 21 June 2002, as amended as of the date hereof (the "Joint Venture Agreement" ) whereby the parties agreed to certain provisions for the funding, operating and managing of the Company and its Business.

(C)

As a result of various issuances and transfers of ordinary shares of the Company prior to the date hereof, there are a total of 76,772,000 ordinary shares of the Company issued and outstanding, which are held as follows: Travelocity holds 7,778,000 shares; AGC holds 61,416,800 shares; and Abacus holds 7,577,200 shares.

(D)

The parties hereto desire to enter into an agreement whereby Travelocity will grant to each of AGC and Abacus (AGC and Abacus collectively, the "Shareholders" , and individually a "Shareholder" ) an option to require that Travelocity purchase all of the ordinary shares and any other equity of the Company held by such Shareholder.

AGREEMENT

        NOW, THEREFORE, in consideration of the recitals above, which are an integral part of this Agreement and the mutual representations, warranties and covenants contained herein, including the consideration set out in Section 1.2 herein, the parties hereto agree as follows:

ARTICLE I

OPTION TO PUT STOCK

        1.1     Grant of Put Options     Travelocity hereby grants to each Shareholder a non-transferable irrevocable right to require Travelocity to purchase by itself or through an Affiliate from such Shareholder at the exercise price specified herein all, but not less than all, of the issued and

outstanding ordinary shares of the Company and any other equity in the Company held or owned by such Shareholder in any capacity (together with all rights attaching thereto), and to exercise the other rights, powers and privileges provided herein, all subject to the terms and conditions contained herein (with respect to (i) AGC, the "AGC Put Option" and (ii) Abacus, the "Abacus Put Option" ; the AGC Put Option and the Abacus Put Option are collectively referred to as the "Put Options" ). The current holdings of each Shareholder are as set forth opposite such Shareholder's name on Schedule 1.1 hereto. In the event of any stock split, stock dividend, reclassification of Zuji ordinary shares or other equity interest, or any similar event with respect to Zuji ordinary shares or other equity interest, which becomes effective prior to the Closing (as defined herein), the number and type of shares and/or equity subject _. to the Put Options shall be proportionately and appropriately adjusted to reflect such event; provided that under any and all circumstances, each Put Option shall always be exercisable in respect of all of the ordinary shares and other equity interests in Zuji held by the relevant Shareholder (all Zuji ordinary shares and any other equity interest subject to the Put Options, as of the date hereof and any additional ordinary shares and/or other equity interests issued in respect thereof in connection with events described in this sentence, are referred to herein as the "Put Shares" and "AGC Put Shares" shall mean Put Shares held by AGC and "Abacus Put Shares" shall mean Put Shares held by Abacus). In the event any Shareholder acquires any additional Zuji ordinary shares and/or other equity interests on or after the date hereof, such Shareholder agrees that such shares shall be "Put Shares" as defined herein and that the Put Options granted by Travelocity pursuant to this Agreement shall apply to such acquired Put Shares. The Shareholder or Shareholders which are parties to such acquisition of additional shares shall provide written notice to Travelocity updating the information contained in Schedule 1.1 hereto within five (5) days of such acquisition.

        1.2     Consideration.     In consideration for the grant of the aforesaid Put Options, AGC and Abacus each shall as of the date hereof execute an amendment to the Joint Venture Agreement, and pay Travelocity Ten Dollars (US$10.00).

        1.3     Exercise of Put Option.     The Put Options are not exercisable prior to 1 January 2006. At any time on or between 1 January 2006 and 31 January 2006 (the "Exercise Period" ), and subject to and upon the terms of this Agreement, (i) AGC shall, in its sole discretion, have the right to exercise the AGC Put Option and (ii) Abacus shall, in its sole discretion, have the right to exercise the Abacus Put Option, provided that if AGC duly exercises the AGC Put Option pursuant to the terms of this Agreement, then Abacus shall be deemed to have exercised the Abacus Put Option. Nothing herein shall require AGC to exercise the AGC Put Option at the same time as the exercise of the Abacus Put Option, and the exercise of the Abacus Put Option shall not require the exercise of the AGC Put Option.

        1.4     Put Option Term.     The Put Options shall expire, without further consideration payable to or by any party, at 11:59 p.m., Singapore time, on 31 January 2006 unless validly exercised prior to that date and time, in which event the exercised Put Option shall continue until either the Closing or the termination of the relevant Put Option as provided herein ( "Put Option Term" ).

        1.5     Manner of Exercise.     

        (a)    AGC Put Option . To exercise the AGC Put Option, AGC shall deliver to Travelocity during the Exercise Period, a notice of exercise substantially in the form of Exhibit 1.5 attached hereto ( "Notice of Exercise" ) pursuant to Section 8.5 hereof. Any exercise of the AGC Put Option under the terms of this Agreement shall be irrevocable, shall also be deemed to effect an exercise of the Abacus Put Option, and shall bind AGC and Abacus to sell, and Travelocity to purchase, the AGC Put Shares and Abacus Put Shares, respectively, on the terms provided herein. For the avoidance of doubt, AGC shall not be responsible in any way for the performance by Abacus of its obligations with respect to the Abacus Put Option, and Travelocity shall observe its obligations with respect to the AGC Put Option irrespective of the ability or willingness of Abacus to perform its obligations with respect to the Abacus Put Option.

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        (b)    Abacus Put Option . To exercise the Abacus Put Option, Abacus shall deliver to Travelocity during the Exercise Period, a Notice of Exercise pursuant to Section 8.5 hereof. Any exercise of the Abacus Put Option (pursuant to this Section 1.5(b) or upon a deemed exercise of the Abacus Put Option as provided in Sections 1.3 and 1.5(a)) shall be irrevocable, and shall bind Abacus to sell, and Travelocity to purchase, the Abacus Put Shares on the terms provided herein.

        1.6     Exercise Price.     

        (a)    AGC Shares . The total purchase price for the AGC Put Shares to be paid by Travelocity upon the Closing of the AGC Put Option shall be US$30,708,400 (the "AGC Exercise Price" ). AGC and Travelocity agree and acknowledge that, unless otherwise agreed by such parties in writing, such amount shall not change even if the number of Put Shares subject to the AGC Put Option changes as a result of any stock split, stock dividend or reclassification of Zuji ordinary shares, any acquisition of any additional Put Shares or any other event.

        (b)    Abacus Shares . The total purchase price for the Abacus Put Shares to be paid by Travelocity upon the Closing of the Abacus Put Option shall be US$3,788,600 (the "Abacus Exercise Price" ). Abacus and Travelocity agree and acknowledge that, unless otherwise agreed by such parties in writing, such amount shall not change even if the number of Put Shares subject to the AGC Put Option changes as a result of any stock split, stock dividend or reclassification of Zuji ordinary shares, any acquisition of any additional Put Shares or any other event.

        1.7     Closing Date.     Upon the exercise of each or both of the AGC Put Option or Abacus Put Option and subject to the conditions contained herein, a closing of the purchase of the Put Shares hereunder (the "Closing" ) shall take place at Block 750E, Chai Chee Road, #05-07/08 Technopark@Chai Chee, Singapore 469005 on a business day, and at a time during business hours, specified by Travelocity, but in no event, unless otherwise agreed by Travelocity and the relevant Shareholder, shall such date be later than 21 days after date the Notice of Exercise is received by Travelocity (the "Closing Date" ). Travelocity may re-schedule the Closing on written notice to the Shareholder on any number of occasions, provided that such re-scheduled date is on or prior to the 21st day after the date the Notice of Exercise is received by Travelocity.

        1.8     Purchase and Sale of Put Shares.     Subject to the terms and conditions of this Agreement, at the Closing the Shareholder shall sell, assign, transfer, convey and deliver to Travelocity, free and clear of any and all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever and Travelocity shall purchase and acquire from the Shareholder all of the Put Shares held by such Shareholder. The parties hereby agree and acknowledge that Travelocity may, in its sole discretion, cause one of its Affiliates to purchase and acquire any or all of the Put Shares held by a Shareholder at the Closing. As used in this Agreement, "Affiliate" means, with respect to any entity at any time, any person that controls such entity, is controlled by such entity or is under common control with such entity, where "control" means, with respect to any person, owning, directly or indirectly, more than 50% of the capital stock (or other ownership interest, if not a corporation) of such person ordinarily having voting rights, or otherwise having the right or ability, by contract or otherwise, to direct the management and policies of such person.

        1.9     Default by Any Shareholder at the Closing.     Notwithstanding any other provision of this Agreement, if both Shareholders exercise their Put Options and then either Shareholder shall refuse or fail to deliver at the Closing any of the Put Shares as provided in this Article I, or either Shareholder shall fail or refuse to consummate the transactions described in this Agreement prior to or on the Closing Date, such failure or refusal shall not relieve Travelocity or the other Shareholder of any obligations under this Agreement.

        1.10     Conditions to Close.     The obligations of the parties to consummate the purchase and sale of the Put Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the

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following conditions, any of which may be waived, in whole or in part, by the party in whose favour the condition must be satisfied for purposes of consummating such transactions:

        (a)    No Injunction, Etc. No Law or order shall have been enacted by any court or governmental or regulatory authority of competent jurisdiction to enjoin, restrain, prohibit, or obtain damages in respect of this Agreement or the consummation of the transactions contemplated hereby, if such Law or order would make it unlawful to consummate such transactions.

        (b)    Representations True and Covenants Performed at Closing. Except for the representations and warranties in Sections 2.1(b) and 2.5, the representations and warranties made by each Shareholder in this Agreement shall be complete and correct on the Closing Date with the same force and effect as if this Agreement had been executed on and as of the Closing Date. Each Shareholder shall have duly performed all of the agreements and covenants and satisfied all of the conditions to be performed or complied with by them on or prior to the Closing Date.

        1.11     Deliveries at Closing.     At the Closing, Travelocity, AGC and/or Abacus, as applicable, shall deliver or cause to be delivered the following:

        (a)    Officer's Certificate of Shareholder. Each Shareholder that exercised its Put Option shall provide Travelocity a certificate dated as of the Closing Date signed by a duly authorized officer or representative of each such Shareholder certifying the satisfaction of the condition in Section 1.10(b) and that such Shareholder has duly performed and complied with all of the covenants and agreements of this Agreement.

        (b)    Share Certificates . Each Shareholder that exercised its Put Option shall cause to be delivered to Travelocity certificates representing the Put Shares to be sold by such Shareholder, together with accompanying share transfer forms, duly endorsed in blank for the transfer of such shares to Travelocity (or an Affiliate pursuant to Section 1.8), free and clear of any and all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever and with all necessary transfer taxes paid or other revenue stamps affixed thereto.

        (c)    Exercise Price . Travelocity shall provide the exercise price as set forth in Section 1.6 hereof to the Shareholder that exercised its Put Option in immediately available U.S. funds by wire transfer.

        (d)    Joint Venture Agreement . On or prior to the Closing, each party shall execute and simultaneously deliver to the other parties a waiver and release (in the form set out in Appendix A hereto) of any and all claims of the first-mentioned party and its successors and assigns against such other parties, the Company or any of their respective Affiliates arising under or in connection with the Joint Venture Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

OF THE SHAREHOLDERS

        As an inducement to Travelocity to enter into this Agreement and grant the Put Options, each Shareholder represents and warrants to Travelocity, severally and not jointly, as follows, except with respect to Sections 2.1(b), 2.5 and 2.6, in respect of which AGC (only) represents and warrants to Travelocity:

        2.1     Ownership of Shares.     

        (a)   Shareholder is the owner of all right, title and interest (legal, record and beneficial) in and to that number of Put Shares listed opposite the name of such Shareholder in Schedule 1.1

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hereto, free and clear of any and all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever, except pursuant to the Joint Venture Agreement. The delivery to Travelocity of all Put Shares of such Shareholder upon exercise of the option granted by Travelocity pursuant to the provisions of this Agreement will transfer to Travelocity good and marketable title to all such Put Shares free and clear of all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever. Other than the Put Shares listed opposite the name of the Shareholder in Schedule 1.1 hereto, on the date of this Agreement the Shareholder owns no right, title or interest (legal, record or beneficial) to any ordinary shares Zuji or any other equity security of Zuji or right of any kind to have any such equity security issued. Except as specifically contemplated by this Agreement, no person has any agreement or option or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any Put Shares from the Shareholder.

        (b)    Schedule 1.1 sets forth to AGC's "knowledge" (as defined in Section 2.5), in respect of each member of the Group a full and complete description of (1) the authorized share capital and other equity interests in respect of such Group member, and (2) all of the issued and outstanding share capital and other equity interests of such Group member, including the record and beneficial owners of any and all issued and outstanding shares and other interests. To AGC's knowledge, except as provided in the Joint Venture Agreement, there are no other options or warranties, or other contracts or rights of any kind whatsoever, for the issuance or transfer of any issued or unissued share capital or other securities of a member of the Group, whether by any member of the Group or any other person.

        2.2     Capacity and Validity.     Shareholder is duly incorporated or validly organized according to the laws of the jurisdiction in which it purports to be so incorporated or organized. Shareholder has the full power, authority and capacity necessary to enter into and perform its obligations under this Agreement, to sell, assign, transfer and convey its Put Shares as and if required by this Agreement, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Shareholder and constitutes the legal, valid and binding obligation of Shareholder, enforceable in accordance with its terms.

        2.3     Absence of Conflicting Agreements or Required Consents.     The execution, delivery and performance by Shareholder of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) does not require the consent of any governmental or regulatory authority or any other third party; (ii) will not conflict with, result in a breach of, or constitute a default under any ruling, judgment, order or injunction, or any Law, of any court or governmental or regulatory authority to which the Shareholder is subject or by which the Shareholder, or any of its properties and assets, are bound; (iii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit, material to this transaction, to which the Shareholder is a party or by which the Shareholder or any of its assets and properties is bound; and (iv) will not create any lien, pledge, charge, claim, or encumbrance or restriction upon the Put Shares owned by the Shareholder.

        2.4     Litigation and Claims Against Shareholder.     There are no claims, lawsuits, actions, arbitrations (not including any claims, lawsuits, actions or arbitrations made or initiated by Travelocity or any of its Affiliates), administrative or other proceedings, or governmental or regulatory investigations or inquiries, pending or threatened against such Shareholder affecting or potentially affecting the performance by such Shareholder under this Agreement and, to the knowledge of the Shareholder, there is no basis for any action or any state of facts or occurrence of any event which might give rise to the foregoing.

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        2.5     Warranties Regarding the Group.     AGC represents and warrants that, except as set forth in Schedule 2.5A, it has no knowledge of any matter that would render untrue or incorrect any of the statements set forth in Schedule 2.5 regarding the Company and any other member of the Group, and other topics addressed therein. For the purposes of this Section 2.5 and Section 2.1(b), the term "knowledge" shall mean with respect to AGC, the actual knowledge of any of the members of the Management Committee of the Board of Directors of the Company (the "Boardco" ) as of the date of this Agreement that was appointed by AGC (namely Peter Kelly, Tan Kim Thiam and Scott Ohman), and the expression "actual knowledge" shall in this respect mean the actual knowledge of matters that have been minuted, whether as discussion or resolution items, in the minutes of proceedings of Boardco during the time when such members served as members of Boardco.

        2.6     Absence of Fraudulent Conduct.     The Shareholder does not have actual knowl