Exhibit 10.38

PUT OPTION AGREEMENT

THIS PUT OPTION AGREEMENTis made on the 17th day of January, 2005.

AMONG

RECITALS:

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 IOPTION TO PUT STOCK

1.1Grant of Put OptionsTravelocity 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

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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 1.1hereto. 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 inSchedule 1.1hereto within five (5) days of such acquisition.

1.2Consideration.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).

1.3Exercise 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.

1.4Put 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").

1.5Manner of Exercise.



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1.6Exercise Price.



1.7Closing 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.

1.8Purchase 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.

1.9Default 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.

1.10Conditions 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:



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



ARTICLE IIREPRESENTATIONS 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:

2.1Ownership of Shares.



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2.2Capacity 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.

2.3Absence 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.

2.4Litigation 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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2.5Warranties 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.

2.6Absence of Fraudulent Conduct.The Shareholder does not have actual knowledge of any fraudulent conduct by
any Shareholder or any of the directors nominated by any Shareholder to the board of directors of the Company in relation to the conduct of the business of any of the Group Companies or the
transactions contemplated by this Agreement, and such Shareholder is not aware of any claims of any such conduct made by any person.

2.7Material Statements and Omissions; Absence of Events.None of the representations or warranties made by
Shareholder herein contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any other statement contained in this
Article II (excluding Sections 2.1(b) and 2.5), in light of the circumstances under which they were made, not misleading. Shareholder is not aware of any impending or contemplated event
that would cause any of its representations and warranties made in this Article II (excluding Sections 2.1(b) and 2.5) not to be true, correct and complete on the date of such event, as
if made on that date.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF TRAVELOCITY

As
an inducement to each of the Shareholders to enter into this Agreement and consummate the transactions contemplated herein, Travelocity hereby represents and warrants to each of the
Shareholders as follows:

3.1Organization, Standing and Authority of Travelocity.Travelocity is a limited partnership duly organized and
under the laws of the State of Delaware. Travelocity has the full power, authority and capacity necessary to enter into and perform its obligations under this Agreement, to purchase the 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 Travelocity and constitutes the legal, valid and
binding obligation of Travelocity, enforceable in accordance with its terms.

3.2Absence of Conflicting Agreements or Required Consents Relating to Travelocity's Obligations.The execution,
delivery and performance by Travelocity of this Agreement and any other documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) will not conflict
with any provision of Travelocity's limited partnership agreement; (ii) does not require the consent of any governmental or regulatory authority or any other third party; (iii) 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 Travelocity is
subject or by which Travelocity or any of its assets and properties is bound; and (iv) 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 Travelocity is a
party or by which Travelocity or any of its assets and properties is bound.

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3.3Litigation and Claims Against Travelocity.There are no claims, lawsuits, actions, arbitrations,
administrative or other proceedings, or governmental or regulatory investigations or inquiries, pending or threatened against Travelocity affecting the performance by Travelocity of this Agreement
and, to the knowledge Travelocity, there is no basis for any such action or any state of facts or occurrence of any event which might give rise to the foregoing.

3.4Absence of Fraudulent Conduct.Travelocity does not have actual knowledge of any fraudulent conduct by
Travelocity or any of the directors nominated by Travelocity to the board of directors of the Company in relation to the conduct of the business of any of the Group Companies or the transactions
contemplated by this Agreement, and Travelocity is not aware of any claims of any such conduct made by any person.

3.5Material Statements and Omissions; Absence of Events.None of the representations or warranties made by
Travelocity herein contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to make any other statement contained herein or therein,
in light of the circumstances under which they were made, not misleading. Travelocity is not aware of any impending or contemplated event that would cause any of its representations and warranties
made herein not to be true, correct and complete on the date of such event, as if made on that date.

ARTICLE IVADDITIONAL COVENANTS AND AGREEMENTS

4.1Liens.Each Shareholder agrees not to pledge any of its Put Shares and agrees to otherwise keep all of its
Put Shares free and clear of all liens, pledges, charges, claims, encumbrances or restrictions of any nature whatsoever, from and after the date hereof until the sooner of (i) the expiration of
the Put Option Term, or (ii) the Closing Date. Each Shareholder acknowledges and agrees that, from the date hereof, such Shareholder shall not enter into an agreement (or grant an option or any
right or privilege (whether pre-emptive or contractual) capable of becoming an agreement) to effect a transfer, sale, or any other disposition of any of the Put Shares prior to the
Closing.

4.2Conditions to Closing.After delivery of the Notice of Exercise by a Shareholder, such Shareholder and
Travelocity agree to use their commercially reasonable efforts to satisfy the closing conditions set forth in Article I of this Agreement. In addition, the parties agree to use commercially
reasonable efforts to obtain the consent of the Company's board of directors to the transfer of Shares hereunder, and the registration of such transfer in the Company's register, in both cases at or
prior to Closing.

4.3Transfer of Put Options.The parties hereto acknowledge and agree that the Put Options are personal to each
of AGC and Abacus. As such, the exercise of the Put Options shall not extend to any other shareholder of Zuji, except AGC and/or Abacus, and AGC and/or Abacus may not transfer the right to exercise
the Put Options, or any other rights hereunder, to a third party.

4.4Confirmatory Diligence.The parties hereto acknowledge and agree that after exercise of either or both of
the Put Options under Section 1.3 hereof, Travelocity shall be entitled to conduct further reasonable due diligence to confirm the on-going accuracy of the warranties of the
Shareholders in Sections 2.1(a), 2.2, 2.3, 2.4 and 2.6 hereof. After exercise of either or both Put Options, the Shareholders and the Company shall procure that Travelocity's representatives shall be
allowed, upon reasonable notice and during working hours, access to the books and records of each member of the Group Company to confirm the accuracy of such warranties.

4.5No Shop.Neither the Shareholder nor the Company (nor any of their respective Affiliates) will, directly or
indirectly, initiate, solicit, continue or encourage any proposals or offers from, or

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discussions
or negotiations with, any person in relation to the sale or potential sale, merger, amalgamation or other dealings to or with such person of (i) any member of the Group or any
material assets of a member of the Group, or (ii) any shares of capital stock or other equity interest in any member of the Group, unless and until this Agreement is terminated under
Article VI.

4.6Company Acknowledgement.The Company acknowledges the terms of this Agreement and undertakes that it will
not, and so far as it is able will procure or cause that no other person (including the Shareholders and other members of the Group) will, do anything which is in breach of or inconsistent with the
terms hereof.

4.7Joint Venture Agreement.Each of the Company, Travelocity and each Shareholder covenants and agrees that it
will comply in all respects with the terms of the Joint Venture Agreement.

4.8Notification of Certain Events.Each party shall give prompt notice to the other parties as soon as
practicable after it has actual knowledge of (i) the occurrence, or failure to occur, of any event which would or would be likely to cause such party's representations or warranties contained
in this Agreement to be untrue or incorrect in any material respect at any time from the date hereof to the Closing Date, or (ii) any failure on such party's part or on the part of any of its
officers, directors, employees, representatives or agents to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such party under
this Agreement. Each party shall, in connection with such notices, deliver to the other parties a written disclosure schedule (a"Schedule of Breaches")
as to any matter of which it becomes aware following execution of this Agreement which would constitute a breach of any representation, warranty, covenant, condition or agreement in this Agreement by
such party, identifying on such Schedule of Breaches the representation, warranty, covenant, condition or agreement which would be so breached.

4.9Effectiveness of the Put Options.Travelocity will not, and Travelocity will cause its Affiliates to not,
take any action, or fail to take any action, under its or its Affiliates control, if such action or failure to take action materially adversely affects the ability of either Shareholder to exercise
its Put Option as provided for herein.

4.10Frustrating Event.Travelocity irrevocably agrees that notwithstanding anything to the contrary contained
herein or in any related agreements, in the event that:



(any
of which constitutes a "Frustrating Event") and regardless of whether there has been any breach of Travelocity's obligations under
Section 4.9:



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Each
Shareholder agrees that upon the occurrence of a Frustrating Event and subject to Travelocity having made payment in full of the relevant exercise price to such Shareholder in
accordance with this Section 4.10, it shall take all commercially reasonable efforts which may be requested by Travelocity, at Travelocity's expense, to effect, to the fullest extent permitted
by Law given the circumstances of the Frustrating Event, the transfer of the Put Shares or the rights attaching thereto to Travelocity, provided always that the payment by Travelocity of the exercise
price as required by this Section 4.10 shall not be conditional upon the completion of such transfer.

A "Zuji Insolvency Event"means any of following: (a) a receiver, receiver and manager, administrator, trustee or similar official
is appointed over any of the assets or undertaking of the Company; (b) the Company is or becomes unable to pay its debts when they are due or is unable to pay its debts; (c) the Company
enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them; or (d) an application or order is
made for the winding up or dissolution of, or the appointment of a provisional liquidator to, the Company or a resolution is passed for the winding up or dissolution of the entity.

4.11No Sums Owing.The parties hereby acknowledge and agree that as at the date of this Agreement there are no
sums owing by (i) AGC to the Company or any other member of the Group or vice versa, or (ii) Abacus to the Company or any other member of the Group or vice versa except as listed in
Schedule 4.11 hereto.

ARTICLE VREMEDIES

5.1Injunctive Relief; Damages.Each party acknowledges and agrees that if any of them shall breach the
warranties, representations, indemnities, covenants, agreements, undertakings, and obligations on each of their parts contained in this Agreement, damages may not be an adequate remedy in which case
this Agreement shall be enforceable by injunction, order for specific performance or such other equitable relief as a court of competent jurisdiction may see fit to award. In addition to such
equitable relief, except as otherwise provided herein, a party hereto shall be entitled to all other remedies provided at law or in equity, including actual damages (but not consequential damages),
for a breach under this Agreement.

5.2Limitations On Recovery For Breach of Section 2.1(b) or 2.5.Solely with respect to claims by
Travelocity for breach by AGC of Section 2.1(b) or 2.5:



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ARTICLE VITERMINATION

6.1Method of Termination.The transactions contemplated by this Agreement with respect to a particular Put
Option (and the terms and conditions of this Agreement in respect of such Put Option) may be terminated at any time:



6.2Effect of Termination.If this Agreement terminates pursuant to Section 6.1 with respect to a
particular Put Option, this Agreement as to such Put Option shall become void and of no further force and effect, and no party (or any of its officers, directors, employees, agents, representatives or
shareholders) shall be liable to any other party for any future costs, expenses, damages (direct or indirect) or loss of anticipated profits; provided that any such termination shall be without
prejudice to any accrued rights or obligations of the parties up to the date of termination, and shall not prejudice the rights and obligations of the parties with respect to the other Put Option.

ARTICLE VIIGUARANTEE

7.1Guarantee by Sabre Inc.



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ARTICLE VIIIMISCELLANEOUS PROVISIONS,

8.1Costs.Each party hereto shall pay its own costs and disbursements of and incidental to the preparation and
execution of this Amendment.

8.2Assignment.Save as otherwise provided herein, the benefits and obligations conferred by this Agreement upon
each of the parties hereto are personal to that party and shall not be, and shall not be capable of being, assigned, delegated, transferred or otherwise disposed of, save with the written consent of
each of the other parties.

8.3Entire Agreement.This Agreement, together with the Joint Venture Agreement as amended (together with any
documents referred to herein or executed contemporaneously by the parties in connection herewith) constitutes the whole agreement among the parties hereto and supersedes any previous agreements,
arrangements or understandings between them relating to the subject matter hereof. Each of the parties acknowledges that it is not relying on any statements, warranties or representations given or
made by any of them relating to the subject matter hereof, save as expressly set out in this Agreement or the Joint Venture Agreement, as amended.

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8.4Variation.No variation or amendment to this Agreement shall be effective unless in writing signed by
authorised representatives of each of the parties hereto.

8.5Notices.Each notice, demand or other communication given or made under this Agreement shall be in writing
and delivered or sent to the relevant party at its address or fax number set out below (or such other address or fax number as the addressee has by five (5) days' prior written notice specified
to the other parties):

| | To AGC:         |  | AGC Holdings Limited
c/o Block 750E, Chai Chee Road, #05-07/08
Technopark@Chai Chee, Singapore 469005,
Fax Number:    +65 64461374
Attention:    Legal                                                                                                                                                                         
| | --------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To Abacus       |  | ABACUS Plaza
3 Tampines Central 1
#08-01
Singapore 529540                                                                                                                                                                                                                                                                      
| | To Travelocity: |  | Travelocity.com LP
Address: 3150 Sabre Dr., MD 9416, Southlake, Texas 76092, USA
Fax Number: +1 (682) 605-0451
Attention: President
With copy (which shall not constitute notice) to:
Travelocity.com LP
Address: 3150 Sabre Dr., MD 9416, Southlake, Texas 76092, USA
Fax Number: +1 (682) 605-0068
Attention: General Counsel
| | To the Company: |  | Zuji Holdings Limited
Address: c/o Block 750E, Chai Chee Road, #05-07/08
Technopark@Chai Chee, Singapore 469005,
Fax Number: +65 64461374
Attention: Legal                                                                                                                                                                     

Any
notice, demand or other communication so addressed to the relevant party shall be deemed to have been delivered (a) if given or made by letter, when actually delivered to the relevant
address; and (b) if given or made by fax, when despatched.

8.6Waiver.No failure or delay by any party in exercising any right, power or remedy under this Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the
foregoing, no waiver by any party of any breach of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

8.7Severability.If any provision or part of a provision of this Agreement or its application to any party,
shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions
of this Agreement, all of which shall remain in full force and effect.

8.8Counterparts.This Agreement may be entered into on separate engrossments (including facsimile
engrossments), each of which when so executed and delivered shall be an original but each engrossment shall together constitute one and the same instrument and shall take effect from the time of
execution of the last engrossment.

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8.9Governing Law and Arbitration.This Agreement shall be governed by and construed in accordance with English
law. Any dispute arising out of or in connection with this Agreement, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration
in London, England in accordance with the Rules of Arbitration of the London Court of International Arbitration ("LCIA") then applying, which rules are
deemed to be incorporated by reference to this Clause. The tribunal shall consist of three arbitrators to be appointed by the LCIA in accordance with the LCIA Rules of Arbitration. The language of the
arbitration shall be English. The award rendered by the arbitrators shall be final and binding upon the parties concerned.

8.10Further Assurances.The parties hereto shall do and execute or procure to be done and executed all such
further acts, deeds, documents and things as may be reasonably necessary to give full effect to the terms of this Agreement, both before and after the Closing.

8.11Binding Effect.This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, legal representatives, executors, administrators, successors and assigns.

8.12Headings.Headings are inserted for convenience only and shall not affect the construction of this
Agreement.

8.13No Brokers.Each Shareholder and Travelocity represent to the others that no broker or finder has been
employed in connection with the transactions hereunder.

8.14Schedules and Exhibits. All Schedules and Exhibits attached to this Agreement are by reference made a part hereof.

8.15Confidentiality; Public Announcement.The parties agree and acknowledge that Clause 12 of the Joint
Venture Agreement shall apply to the terms of this Agreement and the transactions contemplated hereby. Any public announcement of the transactions contemplated by this Agreement (except those required
by law or by stock exchange listing requirements) must only be made with the prior written consent of all of the parties. Where reasonably practicable to do so, the parties must agree the contents of
any such public announcement (including one required by law or by stock exchange listing requirements). Consent from any party must not be unreasonably withheld. Notwithstanding the foregoing, each
Shareholder acknowledges and agrees that Travelocity and its Affiliates (including Sabre Holdings Corporation) are permitted to make filings under the U.S. Securities Exchange Act of 1934, as amended,
disclosing the transactions contemplated hereby and attaching some or all of this Agreement without prior consultation with either Shareholder.

8.16Interpretation.The word"or"is not exclusive, and the
words"include"and"including"are not limiting. Any references to "$"or"Dollars"shall be references to the United States Dollar, the legal currency of the United
States of America. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender. Any reference to a "person"means any individual, corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust,
estate, unincorporated organization, governmental or regulatory body or other entity. The word"Law"shall have the meaning ascribed to it in
Schedule 2.5 hereto.

IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above.

[Unnumbered individual counterpart signature pages to follow]

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|SIGNED by |  |                                      |                | 
|--------- |  | ------------------------------------ | -------------- | 
|          |  |                                      | /s/PETER KELLY
|          |  |                                      |                | 
|          |  |                                      |                | 
|          |  |                                      |                | 
|          |  |                                      |                | 
|          |  | for and on behalf of                 |                | 
|          |  | AGC HOLDINGS LIMITED                 |                | 
|          |  | in the presence of: /s/NEIL THOMPSON

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|SIGNED by |  |                                     |                  | 
|--------- |  | ----------------------------------- | ---------------- | 
|          |  |                                     | /s/TAN KIM THIAM
|          |  |                                     |                  | 
|          |  |                                     |                  | 
|          |  |                                     |                  | 
|          |  |                                     |                  | 
|          |  | for and on behalf of                |                  | 
|          |  | AGC HOLDINGS LIMITED                |                  | 
|          |  | in the presence of: /s/MUI CHEE WAI

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|SIGNED by |  |                                      |                | 
|--------- |  | ------------------------------------ | -------------- | 
|          |  |                                      | /s/SCOTT OHMAN
|          |  |                                      |                | 
|          |  |                                      |                | 
|          |  | for and on behalf of                 |                | 
|          |  | AGC HOLDINGS LIMITED                 |                | 
|          |  | in the presence of: /s/CECILIA LEUNG

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|SIGNED by |  |                                       |                | 
|--------- |  | ------------------------------------- | -------------- | 
|          |  |                                       | /s/SCOTT BLUME
|          |  | for and on behalf of                  |                | 
|          |  | ZUJI HOLDINGS LIMITED                 |                | 
|          |  | in the presence of: /s/CHIEN HOOI YEN

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|SIGNED by |  |                                       |                      | 
|--------- |  | ------------------------------------- | -------------------- | 
|          |  |                                       | /s/GARRETT K. GOLDEN
|          |  | for and on behalf of                  |                      | 
|          |  | TRAVELOCITY.COM LP                    |                      | 
|          |  | in the presence of:    /s/UDAI DHAWAN

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|SIGNED by |  |                                    |              | 
|--------- |  | ---------------------------------- | ------------ | 
|          |  |                                    | /s/DON BIRCH
|          |  | for and on behalf of               |              | 
|          |  | ABACUS INTERNATIONAL PTE. LTD.    
|          |  | in the presence of:    /s/JOHN LAU |              | 

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|SIGNED by |  |                                    |                      | 
|--------- |  | ---------------------------------- | -------------------- | 
|          |  |                                    | /s/GARRETT K. GOLDEN
|          |  | for and on behalf of               |                      | 
|          |  | SABRE INC.                         |                      | 
|          |  | in the presence of: /s/UDAI DHAWAN

Sabre
is executing this Agreement solely for the purpose of its obligations under Article 7 of this Agreement, and not any other provision hereof.

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