FORM OF SECOND AMENDED
AND
RESTATED AIRLINE CHARTER ASSOCIATE AGREEMENT

This SECOND AMENDED AND RESTATED AIRLINE CHARTER ASSOCIATE AGREEMENT (this "Agreement") is made and entered into as of this___ day of December, 2003 (the "IPO Date"), by and between Orbitz, LLC, a Delaware limited liability company ("Company") and the undersigned airline ("Airline"). For the purposes of this Agreement, the term "Airline" will include all Affiliates of Airline that operate Air Travel.

INTRODUCTION

WHEREAS, Company and Airline entered into that certain Amended and Restated Airline Charter Associate Agreement, dated as of May 9, 2000 (the "Charter Agreement") in connection with the formation of the Company pursuant to which Airline agreed to participate in the Company Site as an Airline Charter Associate on the terms and conditions set forth in the Charter Agreement;

WHEREAS, Company and Airline amended the Charter Agreement pursuant to the First Amendment to Airline Charter Associate Agreement, dated as of May 19, 2001 to:

(1) revise the definition of the term "Launch Date", as set forth in Section 2.3 of the Charter Agreement, to be June 1, 2001;

(2) amend and restate Exhibit C to the Charter Agreement, in its entirety; and

(3) revise the definition of "Effective Date", as set forth in the first paragraph of the Charter Agreement, to be May 19, 2001;

WHEREAS, in connection with a contemplated initial public offering of Orbitz, Inc., a Delaware corporation (the "IPO"), Airline will exchange all of its membership interests in the Company for shares of capital stock of Orbitz, Inc.; and

WHEREAS, in connection with the IPO, Company and Airline desire to amend and restate the Charter Agreement in its entirety;

NOW, THEREFORE, it is mutually agreed that:

1. DEFINITIONS. The terms defined in EXHIBIT A will have the meaning assigned to them for the purposes of this Agreement.

2. AIRLINE PARTICIPATION IN THE COMPANY SITE.

2.1 SCHEDULE, FARE AND SEAT AVAILABILITY INFORMATION.

Airline shall use reasonable commercial efforts to provide complete, timely, and accurate information on its Schedules, Published Fares, and Seat Availability (together, "AIR TRAVEL INFORMATION") to Company at no charge and with the same frequency, and no later than, Airline provides Air Travel Information to its Airline Internet Site, Airline Internal Reservation System, or Alliance Partner Site. Airline shall provide Company with nondiscriminatory access to Seat Availability for Published Fares for passengers yielding comparable net revenue values in comparable fare classes.......

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