Exhibit 10.37(a)

     NOTE: THIS EXHIBIT 10.37(a) INCLUDES THE CERTIFICATE OF INCORPORATION OF
ORBITZ, INC. THAT IS REFERENCED IN THE EXCHANGE AGREEMENT, WHICH IS FILED AS
EXHIBIT 10.37 TO THIS REGISTRATION STATEMENT. PLEASE NOTE, HOWEVER, THAT THIS
CERTIFICATE OF INCORPORATION WILL BE AMENDED AND RESTATED IN ITS ENTIRETY
IMMEDIATELY PRIOR TO THE CLOSING OF THE INITIAL PUBLIC OFFERING OF ORBITZ, INC.
CLASS A COMMON STOCK. THE FORM OF AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF ORBITZ, INC. THAT WILL BE IN EFFECT FOLLOWING THE INITIAL
PUBLIC OFFERING OF ORBITZ, INC. CLASS A COMMON STOCK IS FILED AS EXHIBIT 3.1
TO THIS REGISTRATION STATEMENT.

                                    * * * * *


                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ORBITZ, INC.,
                             a Delaware corporation


                                    ARTICLE I

                                      NAME

 The name of this corporation is Orbitz, Inc. (hereinafter, the "CORPORATION").


                                   ARTICLE II

                                REGISTERED OFFICE

     The address of the registered office of this Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19081. The name of its registered agent at such
address is The Corporation Trust Company.

                                   ARTICLE III

                                CORPORATE PURPOSE


     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law.

                                   ARTICLE IV

                            AUTHORIZED CAPITAL STOCK


     Section 4.1 AUTHORIZED SHARES. The total number of shares of all classes of
capital stock which the Corporation shall have authority to issue is 635,000,000
shares, of which (i) 600,000,000 shares, of a par value of $0.001 per share,
shall be designated Common Stock (the





"COMMON STOCK"), and (ii) 35,000,000 shares, of a par value of $0.001 per share,
shall be designated Preferred Stock (the "PREFERRED STOCK").

     Section 4.2 COMMON STOCK.


          (a) The Common Stock shall consist of the following three classes: (i)
275,000,000 shares, of a par value of $0.001 per share, shall be designated
Class A Common Stock (the "CLASS A COMMON Stock"), (ii) 300,000,000 shares, of a
par value of $0.001 per share, shall be designated Class B Common Stock (the
"CLASS B COMMON STOCK") and (iii) 25,000,000 shares, of a par value of $0.001
per share, shall be designated Class C Common Stock (the "CLASS C COMMON
STOCK"). Subject to any separate approvals provided for in this Certificate of
Incorporation (this "CERTIFICATE"), the Board of Directors of the Corporation is
hereby expressly authorized, by resolution or resolutions thereof, to provide,
out of the unissued shares of Class B Common Stock, for series of Class B Common
Stock and, with respect to each such series, to fix the number of shares
constituting such series and the designation of such series, the Voting Powers
(if any) of the shares of such series, and the preferences and relative,
participating, optional or other special rights, if any, and any qualifications,
limitations or restrictions thereof, of the shares of such series. Subject to
any separate approvals required in this Certificate, the powers, preferences and
relative, participating, optional and other special rights of each series of
Class B Common Stock, and the qualifications, limitations or restrictions
thereof, if any, may differ from those of any and all other series at any time
outstanding.

          (b) Initially, the Class B Common Stock shall consist of the following
five series: (i) 60,000,000 shares, of a par value of $0.001 per share,
designated Series B-AA Common Stock (the "SERIES B-AA COMMON STOCK"), (ii)
60,000,000 shares, of a par value of $0.001 per share, designated Series B-CO
Common Stock (the "SERIES B-CO COMMON STOCK"), (iii) 60,000,000 shares, of a par
value of $0.001 per share, designated Series B-DL Common Stock (the "SERIES B-DL
COMMON STOCK"), (iv) 60,000,000 shares, of a par value of $0.001 per share,
designated Series B-NW Common Stock (the "SERIES B-NW COMMON STOCK"), and (v)
60,000,000 shares, of a par value of $0.001 per share, designated Series B-UA
Common Stock (the "SERIES B-UA COMMON STOCK" and, together with the Series B-AA
Common Stock, Series B-CO Common Stock, Series B-DL Common Stock and Series B-NW
Common Stock, and any additional series of Class B Common Stock hereafter
issued, the "SERIES B COMMON STOCK"). For purposes of this Certificate, the
Class A Common Stock, Class B Common Stock, Class C Common Stock and any other
additional classes of Common Stock designated hereafter shall be deemed to be
Common Stock.

     Section 4.3 PREFERRED STOCK. Subject to any separate approvals
required in this Certificate, the Board of Directors is hereby expressly
authorized, by resolution or resolutions thereof, to provide, out of the
unissued shares of Preferred Stock, for series of Preferred Stock and, with
respect to each such series, to fix the number of shares constituting such
series and the designation of such series, the Voting Powers (if any) of the
shares of such series, and the preferences and relative, participating, optional
or other special rights, if any, and any qualifications, limitations or
restrictions thereof, of the shares of such series. Subject to any separate
approvals required in this Certificate, including, without limitation, the
approvals set forth in Section 4.6 hereof, the powers, preferences and relative,
participating, optional and other





special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series at any time outstanding.

     Section 4.4 NUMBER OF AUTHORIZED SHARES. Subject to any additional or
separate approval expressly provided in this Certificate, including, without
limitation, the approvals set forth in Section 4.6 hereof, or required by law,
the number of authorized shares of any class or series of capital stock of the
Corporation may be increased or decreased by the affirmative vote of a majority
of the members of the Board of Directors; provided, that (i) the number of
authorized shares of Class A Common Stock may not be decreased below (A) the
number of shares thereof then outstanding plus (B) the number of shares of Class
A Common Stock issuable upon conversion of Class B Common Stock, Class C Common
Stock or upon exchange of Membership Units; (ii) the number of authorized shares
of Class B Common Stock or that of any series thereof may not be decreased below
(A) the number of shares thereof then outstanding plus (B) the number of shares
of Class B Common Stock issuable upon exchange of Membership Units; (iii) the
number of authorized shares of Class C Common Stock may not be decreased below
(A) the number of shares then outstanding plus (B) the number of shares of Class
C Common Stock issuable upon exercise of outstanding options; and (iv) the
number of authorized shares of Preferred Stock may not be decreased below the
number of shares thereof then outstanding.

     Section 4.5 LIMITATIONS RESPECTING RATIO OF COMMON STOCK TO MEMBERSHIP
UNITS. The Corporation shall not issue, transfer from treasury stock or
repurchase shares of Common Stock unless in connection with any such issuance,
transfer or repurchase the Corporation takes all requisite action such that,
after giving effect to all such issuances, transfers or repurchases, the number
of outstanding shares of Common Stock will equal on a one-for-one basis the
number of Membership Units owned by the Corporation. The Corporation shall not
issue, transfer from treasury stock or repurchase shares of Preferred Stock
unless in connection with any such issuance, transfer or repurchase the
Corporation takes all requisite action such that, after giving effect to all
such issuances, transfers or repurchases, the Corporation holds mirror equity
interests of Orbitz LLC which are in the aggregate substantially equivalent to
the outstanding Preferred Stock.

     Section 4.6 APPROVALS REQUIRED FOR SECURITIES ISSUANCES.


          (a) In addition to any other vote required by the Amended and Restated
Bylaws of the Corporation (the "BYLAWS") or by law or any approval required by
Sections 4.6(b) and 4.6(c) hereof, the approval of three-fourths of the entire
Board of Directors (without regard to vacancies) shall be required for the
Corporation to issue any Securities.

          (b) So long as any series of Class B Common Stock has its Voting Power
determined in accordance with Section 5.1(c) hereof, the Corporation shall not,
without a Unanimous Qualified Class B Approval and the approval of three-fourths
of the entire Board of Directors (without regard to vacancies), issue any
Securities other than Qualified Securities.

          (c) Without a Unanimous Class B Approval, the Corporation shall not
issue any Securities (other than Common Stock which entitles the holder thereof
to no more than one




vote per share on any matter presented to the stockholders of the Corporation)
(i) to Hotwire or Priceline, or (ii) to any Person which, directly or through
its Affiliates, possesses in the aggregate a majority of the Voting Power of or
equity interests in Hotwire or Priceline; PROVIDED, however, the requirements of
this Section 4.6(c) shall no longer apply upon and perpetually after the earlier
of such time as (x) Omicron Reservations Management, Inc. and its Affiliates
hold no shares of Class B Common Stock whose Voting Power is determined in
accordance with Section 5.1(c), or (y) any holder of Class B Common Stock and
its Affiliates (other than Omicron Reservations Management, Inc. and any of its
Affiliates) hold no Securities of Hotwire.

     For purposes of this Certificate: (x) "QUALIFIED SECURITIES" shall mean (i)
Common Stock which entitles the holder thereof to no more than one vote per
share on any matter presented to the stockholders, (ii) Qualified Preferred
Stock which entitles the holder thereof to no more than one vote per share on
any matter presented to the stockholders, (iii) Qualified Preferred Stock which
is convertible into or exchangeable for Common Stock which entitles the holder
thereof to no more than one vote per share (on an as-converted or as-exchanged
basis) on any matter presented to the stockholders, (iv) a debt instrument or
debt instruments which is convertible into or exchangeable for Common Stock or
Qualified Preferred Stock described in (i) through (iii) above or (v) an option,
warrant or other right to acquire a Security described in (i) through (iv)
above, and (y) "QUALIFIED PREFERRED STOCK" shall mean any class or series of
Preferred Stock provided such class or series votes together with the Common
Stock as a single class on all matters submitted for approval to the holders of
such class or series of Preferred Stock other than (i) a class or series vote on
any proposed amendment that would alter or change the powers, preferences or
special rights of such class or series so as to affect them adversely, (ii) any
vote pertaining to an approval afforded such class or series in respect of the
issuance of any class or series of Preferred Stock with rights pari passu or
senior to such class or series of Preferred Stock, or (iii) any other matters
expressly required by law.

                                    ARTICLE V

                      COMMON STOCK VOTING RIGHTS AND POWERS


     Section 5.1 COMMON STOCK VOTING RIGHTS. In addition to those voting rights
afforded pursuant to Article VII hereof, the holders of shares of Common Stock
shall have the following voting rights:

          (a) Except as otherwise provided in this Certificate or the Bylaws or
by applicable law, the holders of shares of Common Stock shall vote together as
one class (or if any holders of shares of Preferred Stock are entitled to vote
together with the holders of Common Stock, as one class with such holders of
shares of Preferred Stock) on all matters submitted to a vote of stockholders of
the Corporation.

          (b) (i) As to each record holder of Class A Common Stock that does
not, and whose Qualified Affiliates do not, hold Membership Units as of the
record date, such record holder shall be entitled, with respect to each share of
Class A Common Stock held by such holder as of the applicable record date, to
one vote per share in person or by proxy on all matters




submitted to a vote of the holders of Class A Common Stock, whether voting
separately as a class or otherwise.

          (ii) As to each record holder of Class A Common Stock which, or any
Qualified Affiliate of which, holds Membership Units as of the record date, such
record holder shall be entitled, with respect to each share of Class A Common
Stock held by such holder as of the applicable record date, to the following
number of votes per share in person or by proxy on all matters submitted to a
vote of the holders of Class A Common Stock, whether voting separately as a
class or otherwise: (A) the sum of (x) the number of shares of Class A Common
Stock held of record by such holder as of such record date and (y) if such
holder owns no Class B Common Stock, the number of shares of Class A Common
Stock the holder would be entitled to receive if all Membership Units held of
record by such holder and its Qualified Affiliates (but without duplication as
to any other holder) were exchanged for shares of Class A Common Stock as of
such record date, divided by (B) the number of shares of Class A Common Stock
held of record by such holder as of such record date. If more than one holder of
Class B Common Stock is entitled to credit as to Voting Power for Membership
Units owned by the same Qualified Affiliate, such Membership Units shall, unless
prior to the record date all such holders have provided joint instructions to
the Secretary of the Corporation as to how such power shall be allocated for
purposes of this Section, be allocated for purposes of this Section to the
holder of Class B Common Stock with As Converted Ownership of the fewest number
of shares of Class B Common Stock as of the record date. For the avoidance of
doubt, if a holder holds shares of Class A Common Stock and shares of Class B
Common Stock, such holder's voting rights with respect to its shares of Class A
Common Stock shall be determined pursuant to this Section 5.1(b) and such
holder's voting rights with respect to his or her shares of Class B Common Stock
shall be determined pursuant to Section 5.1(c) hereof.

     For purposes solely of Sections 5.1(b)(ii) and 5.1(c) of this Certificate,
"OF RECORD" shall mean (i) the name or names in which shares are registered
on the books of the Corporation and (ii) the beneficial owner of Common Stock
which is the customer of a broker or dealer who is named (and/or whose
intermediary is named) as the record owner of such shares.

          (c) (i) Subject to Sections 5.1(c)(ii), 5.1(d) and 5.1(e) hereof, each
holder of Class B Common Stock shall be entitled, with respect to each share of
Class B Common Stock held by such holder as of the applicable record date, to
the following number of votes per share in person or by proxy on all matters
submitted to a vote of stockholders of the Corporation on which they are
entitled to vote: (A) ten (10) multiplied by the sum of (x) the number of shares
of Class B Common Stock held of record by such holder on such record date and
(y) the number of shares of Class B Common Stock the holder would be entitled to
receive if all Membership Units held of record by such holder and its Qualified
Affiliates (but without duplication as to any other holder) were exchanged for
shares of Class B Common Stock as of such record date, divided by (B) the number
of shares of Class B Common Stock held of record by such holder on such record
date. If more than one holder of Class B Common Stock is entitled to credit as
to Voting Power for Membership Units owned by the same Qualified Affiliate, such
Membership Units shall, unless prior to the record date all such holders have
provided joint instructions to the Secretary of the Corporation as to how such
power shall be allocated for purposes of this Section, be allocated



for purposes of this Section to the holder of Class B Common Stock with As
Converted Ownership of the fewest number of shares of Class B Common Stock as
of the record date.

          (ii) Notwithstanding anything set forth in Section 5.1(c)(i)
hereof, each holder of Class B Common Stock shall be entitled, with respect
to each share of Class B Common Stock held by such holder as of the
applicable record date, to the following number of votes per share in person
or by proxy on all matters submitted to a vote of the holders of Class B
Common Stock voting separately as a class or voting separately as a series
within such class: (A) the sum of (x) the number of shares of Class B Common
Stock held of record by such holder on such record date and (y) the number of
shares of Class B Common Stock the holder would be entitled to receive if all
Membership Units held of record by such holder and its Qualified Affiliates
(but without duplication as to any other holder) were exchanged for shares of
Class B Common Stock as of such record date, divided by (B) the number of
shares of Class B Common Stock held of record by such holder on such record
date. If more than one holder of Class B Common Stock is entitled to credit
as to Voting Power for Membership Units owned by the same Qualified
Affiliate, such Membership Units shall, unless prior to the record date all
such holders have provided joint instructions to the Secretary of the
Corporation as to how such power shall be allocated for purposes of this
Section, be allocated for purposes of this Section to the holder of Class B
Common Stock with As Converted Ownership of the fewest number of shares of
Class B Common Stock as of the record date.

          (d) Notwithstanding anything set forth in Section 5.1(c) hereof, upon
and perpetually after the earlier of such time (such time being the "TRIGGER
DATE") as (i) the holders of Class B Common Stock, together with their
Affiliates, cease to have aggregate As Converted Ownership equal to or exceeding
fifteen percent (15%) of the then As Converted Capitalization or (ii) either (x)
by the application of Section 5.1(e) hereof, fewer than two (2) series of Class
B Common Stock have Voting Power determined in accordance with Section 5.1(c)
hereof or (y) there are not at least two (2) Persons who are not Affiliates who
separately possess a majority of the Voting Power of shares of two (2) or more
separate series of Class B Common Stock which have their Voting Power determined
in accordance with Section 5.1(c) of this Certificate (each event in clauses (i)
and (ii), a "TRIGGERING EVENT"), then all holders of Class B Common Stock shall
be entitled, with respect to each share of Class B Common Stock held of record
by such holders on the applicable record date, to a number of votes per share
equal to (A) the sum of (x) the number of shares of Class B Common Stock held of
record by such holder on such record date and (y) the number of shares of Class
B Common Stock the holder would be entitled to receive if all Membership Units
held of record by such holder and its Qualified Affiliates (but without
duplication as to any other holder) were exchanged for shares of Class B Common
Stock as of such record date, divided by (B) the number of shares of Class B
Common Stock held of record by such holder on such record date. If more than one
holder of Class B Common Stock is entitled to credit as to Voting Power for
Membership Units owned by the same Qualified Affiliate, such Membership Units
shall, unless prior to the record date all such holders have provided joint
instructions to the Secretary of the Corporation as to how such power shall be
allocated for purposes of this Section, be allocated for purposes of this
Section to the holder of Class B Common Stock entitled to credit as to Voting
Power with As Converted Ownership of the fewest number of shares of Class B
Common Stock as of the record date.





          (e) Notwithstanding anything set forth in Section 5.1(c) hereof, upon
and perpetually after such time as any holder of Class B Common Stock (together
with its Affiliates) has an As Converted Ownership of less than 7,264,079 shares
(as adjusted to give effect to any stock split, stock dividend,
reclassification, recapitalization or similar event), in the aggregate, of (i)
Class B Common Stock and (ii) Class A Common Stock received pursuant to Section
6.1(a) or Section 6.3 hereof (an "INDIVIDUAL TRIGGERING EVENT"), such holder of
Class B Common Stock shall be entitled, with respect to each share of Class B
Common Stock held of record by such holder on the applicable record date, to a
number of votes per share equal to (A) the sum of (x) the number of shares of
Class B Common Stock held of record by such holder on such record date and (y)
the number of shares of Class B Common Stock the holder would be entitled to
receive if all Membership Units held of record by such holder and its Qualified
Affiliates (but without duplication as to any other holder) were exchanged for
shares of Class B Common Stock as of such record date divided by (B) the number
of shares of Class B Common Stock held of record by such holder on such record
date. If more than one holder of Class B Common Stock is entitled to credit as
to Voting Power for Membership Units owned by the same Qualified Affiliate, such
Membership Units shall, unless prior to the record date all such holders have
provided joint instructions to the Secretary of the Corporation as to how such
power shall be allocated for purposes of this Section, be allocated for purposes
of this Section to the holder of Class B Common Stock entitled to credit as to
Voting Power with As Converted Ownership of the fewest number of shares of Class
B Common Stock as of the record date.

          (f) The Class C Common Stock shall not have a vote on any matter,
except as expressly required by law.

          (g) Notwithstanding anything in this Certificate to the contrary, no
vote of the holders of Class A Common Stock, and only a Reinforced Qualified
Class B Approval shall be required to approve a merger of the Operating Company
(and optionally any one or more of its Subsidiaries) into and with the
Corporation, and to amend this Certificate as provided in Section 251 of the
General Corporation Law; provided that (i) the Corporation is the surviving
entity in the merger, (ii) the agreement and plan of merger does not in any
respect amend this Certificate, (iii) each share of stock of the Corporation
outstanding immediately prior to the effective date of such merger is to be an
identical outstanding or treasury share of the Corporation after the effective
date of such merger and (iv) if any interests in the Operating Company or any
such Subsidiary are to be converted in such merger into shares of the
Corporation they shall be exchanged only for the class or series and number of
shares of the Corporation such interests would be entitled to receive upon their
exchange for shares of the Corporation pursuant to Article VI of this
Certificate had they been so exchanged immediately prior to the effective date
of such merger.

     Section 5.2 DIVIDENDS AND DISTRIBUTIONS.


          (a) Subject to the preferences applicable to any series of Preferred
Stock, if any, outstanding at any time, the holders of shares of Common Stock
shall be entitled to receive such dividends and other distributions in cash,
property or shares of stock of the Corporation as may be declared thereon by the
Board of Directors from time to time out of assets or funds of the Corporation
legally available therefor; provided, that, subject to the provisions of this
Section




5.2, the Corporation shall not pay dividends or make distributions to any
holders of any class of Common Stock unless simultaneously with such dividend or
distribution, as the case may be, the Corporation makes the same dividend or
distribution with respect to each outstanding share of Common Stock, regardless
of class.

          (b) In the case of dividends or other distributions on Common Stock
payable in Class A Common Stock, Class B Common Stock or Class C Common Stock
including, without limitation, distributions pursuant to stock splits or
divisions of Class A Common Stock, Class B Common Stock or Class C Common Stock,
only shares of Class A Common Stock shall be distributed with respect to Class A
Common Stock, only shares of Series B-AA Common Stock shall be distributed with
respect to Series B-AA Common Stock, only shares of Series B-CO Common Stock
shall be distributed with respect to Series B-CO Common Stock, only shares of
Series B-DL Common Stock shall be distributed with respect to Series B-DL Common
Stock, only shares of Series B-NW Common Stock shall be distributed with respect
to Series B-NW Common Stock, only shares of Series B-UA Common Stock shall be
distributed with respect to Series B-UA Common Stock, and only shares of Class C
Common Stock shall be distributed with respect to Class C Common Stock. In the
case of any such dividend or distribution payable in shares of Class A Common
Stock, Class B Common Stock or Class C Common Stock, (A) the number of shares of
each class and series of Common Stock payable per share of such class or series
of Common Stock shall be equal in number and (B) the Corporation shall not make
any such dividend or distribution unless the number of outstanding Membership
Units, and any option, warrant, exchange right, convertible right or similar
rights in respect of Membership Units, shall be correspondingly adjusted as
provided in Section 5.7 hereof.

          (c) The Corporation shall not, except as permitted by Section 5.2(b),
pay any dividends or other distributions consisting of other Voting Securities
of the Corporation, Voting Securities of Orbitz LLC or Voting Securities of any
Subsidiary of either of them or pay any dividend or other distribution
consisting of Securities convertible into, or exchangeable for, other Voting
Securities of the Corporation, Voting Securities of Orbitz LLC or Voting
Securities of any Subsidiary of either of them.

     Section 5.3 STOCK SPLITS. The Corporation shall not in any manner subdivide
(by any stock split, stock dividend, reclassification, recapitalization or
similar event) or combine (by reverse stock split, reclassification,
recapitalization or similar event) the outstanding shares of one class or series
of Common Stock unless (a) the outstanding shares of all classes of Common Stock
shall be proportionately subdivided or combined and (b) the number of
outstanding Membership Units, and any option, warrant, exchange right,
convertible right or similar rights in respect of Membership Units, shall be
correspondingly adjusted as provided in Section 5.7 hereof.

     Section 5.4 LIQUIDATION RIGHTS. In the event of any dissolution,
liquidation or winding-up of the affairs of the Corporation, whether voluntary
or involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation and after making provision for the holders of any
series of Preferred Stock entitled thereto, the remaining assets and funds of
the Corporation, if any, shall be divided among and paid ratably to the holders
of all classes of Common Stock in proportion to the number of shares held by
them.




     Section 5.5 OPTIONS, RIGHTS OR WARRANTS. Subject to the other express
restrictions contained in this Certificate, including, without limitation,
Section 4.6 hereof, the Corporation shall have the power to create and issue,
whether or not in connection with the issue and sale of any shares of stock or
other Securities of the Corporation, options, exchange rights, warrants,
convertible rights, and similar rights permitting the holders thereof to
purchase from the Corporation any shares of its capital stock of any class or
classes at the time authorized, such options, exchange rights, warrants,
convertible rights and similar rights to have such terms and conditions and to
be evidenced by or in such instrument or instruments, as shall be approved by
the Board of Directors.

     Section 5.6 MERGERS, CONSOLIDATION, ETC. In the event that the Corporation
shall enter into any consolidation, merger, combination or other transaction (in
each case other than incident to an exchange of Membership Units, Common Stock
and/or other Securities for Common Stock pursuant to the terms of this
Certificate) in which shares of Common Stock are exchanged for or converted into
other stock or Securities, cash and/or any other property, then, and in such
event, the shares of each class of Common Stock shall be entitled to be
exchanged (subject to proration upon equitable terms in the event of a merger or
consolidation upon prorated terms) for or converted into either (a) the same
kind and amount of stock, Securities, cash and/or any other property, as the
case may be, into which or for which each share of any other class of Common
Stock is exchanged or converted; provided, however, that if shares of Common
Stock are exchanged for or converted into shares of capital stock, such shares
received upon such exchange or conversion may differ in a manner similar to the
manner in which such classes or series of Common Stock differ under this
Certificate, or (b) if holders of any class or series of Common Stock are to
receive different kinds (other than as contemplated by the preceding clause (a))
or amounts of stock, securities, cash and/or any other property, an amount of
stock, securities, cash and/or property per share having a value, as determined
by an independent investment banking firm of national reputation selected by the
Board of Directors, substantially equivalent to the value per share into which
or for which each share of any other class or series of Common Stock is
exchanged or converted; provided, however, the foregoing clause (b) shall not
permit differential consideration of any nature amongst the different series of
Class B Common Stock. To the fullest extent permitted by law, any construction,
calculation or interpretation made by the Board of Directors in determining the
application of the provisions of this Section 5.6(b) in good faith shall be
conclusive and binding on the Corporation and its stockholders.

     Section 5.7 ADJUSTMENTS WITH RESPECT TO LLC UNITS.

          (a) The Corporation shall undertake all actions, including, without
limitation, a reclassification, dividend, division or recapitalization, with
respect to the shares of capital stock of the Corporation or the Membership
Units (the Corporation doing so in its capacity as Manager of Orbitz LLC), to
maintain at all times a one-to-one ratio between the number of Membership Units
owned by the Corporation and the number of outstanding shares of Common Stock,
disregarding for such purpose Membership Units related to preferred or other
Securities of the Corporation which are not convertible into or exercisable or
exchangeable for Common Stock.




          (b) Notwithstanding any term to the contrary herein, in the event of
the failure of the Corporation or Orbitz LLC to comply with the terms of Section
5.7(a) and corresponding terms thereof in this Certificate, the exchange rights
for Membership Units pursuant to Section 6.3 hereof shall be adjusted
accordingly if there is: (i) any subdivision (by any unit split, unit
distribution, reclassification, recapitalization or similar event) or
combination (by reverse unit split, reclassification, recapitalization or
similar event) of the Membership Units that is not accompanied by an identical
subdivision or combination of the Common Stock; or (ii) any subdivision (by any
stock split, stock dividend, reclassification, recapitalization or similar
event) or combination (by reverse stock split, reclassification,
recapitalization or similar event) of the Common Stock that is not accompanied
by an identical subdivision or combination of the Membership Units.

     Section 5.8 NOTICE. The Corporation shall give written notice thereof to
all holders of Membership Units (based upon the ledger of ownership of Orbitz
LLC) at least twenty (20) days prior to (i) the date on which the Corporation
closes its books or sets a record date for determining rights to receive any
dividend or distribution (including in liquidation) and (ii) if no such record
date is set, the date of such dividend or distribution (including in
liquidation).

                                   ARTICLE VI

          CONVERSION OF CLASS B COMMON STOCK AND CLASS C COMMON STOCK;
               EXCHANGE OF MEMBERSHIP UNITS; TRANSFER OF CLASS B
              COMMON STOCK; CLASS A LLC UNITS AND CLASS B LLC UNITS


     Section 6.1 CONVERSION OF CLASS B COMMON STOCK.


          (a) VOLUNTARY CONVERSION. Each holder of Class B Common Stock shall be
entitled to convert, at any time and from time to time, any or all of the shares
of such holder's Class B Common Stock on a one-for-one basis, into the same
number of fully paid and non-assessable shares of Class A Common Stock.

          (b) VOLUNTARY CONVERSION PROCEDURES. At the time of a voluntary
conversion pursuant to Section 6.1(a) hereof, the record holder of shares of
Class B Common Stock shall deliver at any time during normal business hours to
the principal office of the Corporation or at the office of the Corporation's
transfer agent (the "TRANSFER AGENT") for shares of the Class A Common Stock (i)
the certificate or certificates representing the shares of Class B Common Stock
to be converted, duly endorsed in blank or accompanied by proper instruments of
transfer, in form satisfactory to the Corporation and to the Transfer Agent duly
executed by such holder or such holder's authorized attorney and (ii) written
notice to the Corporation stating that the record holder elects to convert such
share or shares and stating the name or names (with addresses) and denominations
in which the certificate or certificates representing the shares of Class A
Common Stock issuable upon the conversion are to be issued and including
instructions for the delivery thereof. All conversions under Section 6.1(a)
hereof may be subject to such additional conditions mutually agreed upon between
the Corporation and the holder of Class B Common Stock electing to convert such
shares of Class B Common Stock. Conversion shall be deemed to have been effected
at the time when delivery is made to the principal office of the Corporation or




the office of the Transfer Agent of such written notice and the certificate or
certificates representing the shares of Class B Common Stock to be converted,
and as of such time, each Person named in such written notice as the Person to
whom a certificate representing shares of Class A Common Stock is to be issued
shall be deemed to be the holder of record of the number of shares of Class A
Common Stock to be evidenced by that certificate. Upon such delivery, the
Corporation or the Transfer Agent shall promptly issue and deliver a certificate
or certificates representing the number of shares of Class A Common Stock to
which such Person is entitled by reason of such conversion, and shall cause such
shares of Class A Common Stock to be registered in the name of such Person.

          (c) UNCONVERTED SHARES. In the event of the conversion of less than
all the shares of Class B Common Stock evidenced by a certificate surrendered to
the Corporation in accordance with the procedures of Section 6.1(b), the
Corporation shall execute and deliver to, or upon the written order of, the
holder of such unconverted shares, without charge to such holder, a new
certificate evidencing the number of shares of the Series B Common Stock not
converted.

          (d) AUTOMATIC CONVERSION.


               (i) In the event of any Transfer of any share of Class B
     Common Stock to any Person, other than pursuant to a Qualified Transfer,
     such share of Class B Common Stock shall automatically, without any
     further action, convert into one (1) fully paid and non-assessable share
     of Class A Common Stock.

               (ii) In the event of a Triggering Default, each share of Class B
     Common Stock held by the Breaching Party shall each automatically, without
     any further action, convert into one (1) fully paid and non-assessable
     share of Class A Common Stock and the right of such Breaching Party to
     acquire shares of Class B Common Stock, whether pursuant to Section 6.3
     hereof or otherwise, shall forever be terminated.

          (e) AUTOMATIC CONVERSION PROCEDURES. In the event of any automatic
conversion pursuant to the terms of Section 6.1(d) hereof, the conversion shall
be deemed to have been effected at the time the event triggering the automatic
conversion occurred (the "CLASS B AUTOMATIC CONVERSION TIME"). At the Class B
Automatic Conversion Time, the certificate or certificates that represented
immediately prior thereto the shares of Class B Common Stock that were so
converted (the "CONVERTED CLASS B COMMON STOCK") shall, automatically and
without further action, represent the same number of fully paid and
non-assessable shares of Class A Common Stock. Holders of Converted Class B
Common Stock shall deliver their certificates, duly endorsed in blank or
accompanied by proper instruments of transfer, in form satisfactory to the
Corporation and to the Transfer Agent duly executed by such holder or such
holder's authorized attorney to the principal office of the Corporation or the
office of the Transfer Agent, together with a written notice stating the name or
names (with addresses) and denominations in which the certificate or
certificates representing such shares of Class A Common Stock are to be issued
and including instructions for delivery thereof. Upon such delivery, the
Corporation or its Transfer Agent shall promptly issue and deliver at such
stated address to such holder of shares of Class A Common Stock a certificate or
certificates representing the number of shares of Class A Common Stock to which
such holder is entitled by reason of such conversion, and shall cause



such shares of Class A Common Stock to be registered in the name of such holder.
The Person entitled to receive the shares of Class A Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder of such
shares of Class A Common Stock at and as of the Class B Automatic Conversion
Time, and the rights of such Person as a holder of shares of Class B Common
Stock that have been converted shall cease and terminate at and as of the Class
B Automatic Conversion Time, in each case without regard to any failure by such
holder to deliver the certificates or the notice required by this Section.

          (f) RETIRED CLASS B COMMON STOCK. Shares of Class B Common Stock that
are converted into shares of Class A Common Stock as provided in this Section
6.1 shall be retired and shall have the status of authorized but unissued shares
of Class B Common Stock. Such shares of Class B Common Stock may only be
reissued in accordance with the terms of this Certificate, including, without
limitation, Sections 4.6 and 5.5 hereof. Upon the conversion or redemption of
all outstanding shares of a series of Class B Common Stock, such series of Class
B Common Stock shall be retired and shall have the status of authorized but
unissued shares of Class B Common Stock. Such series of Class B Common Stock may
not be reissued.

     Section 6.2 CONVERSION OF CLASS C COMMON STOCK.

          (a) AUTOMATIC CONVERSION. Each share of Class C Common Stock shall
automatically without any further action, convert into one (1) share of fully
paid and non-assessable share of Class A Common Stock upon the earlier of (i)
consummation by the Corporation of a Qualified IPO, or (ii) one day prior to the
consummation of a Section 351 Transaction by any holder of shares of any series
of Class B Common Stock.

          (b) AUTOMATIC CONVERSION PROCEDURES. In the event of any automatic
conversion pursuant to the terms of Section 6.2(a) hereof, the conversion shall
be deemed to have been effected one day prior to the time the event triggering
the automatic conversion occurred (the "CLASS C AUTOMATIC CONVERSION TIME"). At
the Class C Automatic Conversion Time, the certificate or certificates that
represented immediately prior thereto the shares of Class C Common Stock that
were so converted (the "CONVERTED CLASS C COMMON STOCK") shall, automatically
and without further action, represent the same number of fully paid and
non-assessable shares of Class A Common Stock. Holders of Converted Class C
Common Stock shall deliver their certificates, duly endorsed in blank or
accompanied by proper instruments of transfer, in form satisfactory to the
Corporation and to the Transfer Agent duly executed by such holder or such
holder's authorized attorney to the principal office of the Corporation or the
office of the Transfer Agent, together with a written notice stating the name or
names (with addresses) and denominations in which the certificate or
certificates representing such shares of Class A Common Stock are to be issued
and including instructions for delivery thereof. Upon such delivery, the
Corporation or the Transfer Agent shall promptly issue and deliver at such
stated address to such holder of shares of Class A Common Stock a certificate or
certificates representing the number of shares of Class A Common Stock to which
such holder is entitled by reason of such conversion, and shall cause such
shares of Class A Common Stock to be registered in the name of such holder. The
Person entitled to receive the shares of Class A Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such shares
of Class A Common Stock at and as of the Class C Automatic Conversion




Time, and the rights of such Person as a holder of shares of Class C Common
Stock that have been converted shall cease and terminate at and as of the Class
C Automatic Conversion Time, in each case without regard to any failure by such
holder to deliver the certificates or the notice required by this Section.

          (c) RETIRED CLASS C COMMON STOCK. Shares of Class C Common Stock that
are converted into shares of Class A Common Stock as provided in this Section
6.2 shall be retired and shall have the status of authorized but unissued shares
of Class C Common Stock. Such shares of Class C Common Stock may only be
reissued in accordance with the terms of this Certificate, including, without
limitation, Sections 4.6 and 5.5 hereof.

     Section 6.3 EXCHANGE OF CLASS A LLC UNITS AND CLASS B LLC UNITS.

          (a) Each Membership Unit (other than Class C LLC Units) shall be
exchangeable for Common Stock. If terms for such exchange are not otherwise
established in this Certificate, each such Membership Unit shall be entitled to
be exchanged, at any time and from time to time, on a one-for-one basis, for a
fully paid and non-assessable share of Class A Common Stock.

          (b) Each holder of a Membership Unit which at the time of such
exchange is, or which has a Qualified Affiliate which is, a holder of any Class
B Common Stock shall be entitled to exchange, at any time and from time to time,
any or all of such holder's Membership Units, on a one-for-one basis, into the
same number of fully paid and non-assessable shares of, at such holder's
election, Class A Common Stock or Class B Common Stock; provided, that in the
event of an exchange for Class B Common Stock, the holder shall receive shares
of the same series of Class B Common Stock held by such holder as of the
Restatement Date (e.g., a holder of Series B-AA Common Stock on the Restatement
Date upon exchange of such holder's Class A LLC Units or Class B LLC Units shall
receive an equal number of shares of Series B-AA Common Stock for such units) or
if such series has been reclassified as a whole into another class or series of
Securities, then the holder shall receive that reclassified series or class of
Securities upon such exchange.

          (c) At the time of an exchange pursuant to Section 6.3(a) or (b)
hereof, the holder of the subject Membership Units shall deliver to the
principal office of the Corporation or the Transfer Agent for shares of Common
Stock (i) proper instruments of transfer, in form satisfactory to the
Corporation and to the Transfer Agent duly executed by such holder or such
holder's authorized attorney and (ii) written notice to the Corporation stating
that the holder elects to exchange such unit or units and stating the name or
names (with addresses) and denominations in which the shares of Common Stock are
to be issuable upon the exchange. The exchange shall be deemed to have been
effected at the time when delivery is made to the principal office of the
Corporation or the office of the Transfer Agent of such written notice and the
duly executed instruments of transfer, and as of such time, each Person named in
such written notice as the Person to whom the shares of Common Stock are to be
issued shall be deemed to be the holder of record of the number of shares of
Common Stock. Upon such delivery, the Corporation or the Transfer Agent shall
promptly cause such shares of Common Stock to be registered in the name of such
Person.




          (d) The Corporation shall not be obligated to exchange any Membership
Units pursuant to this Section 6.3 until the Board of Directors has received
evidence reasonably satisfactory to it that any and all required registrations
or filings have been made with all applicable governmental agencies or bodies or
other third parties and all requisite governmental approvals shall have been
obtained.

          (e) If the Corporation shall acquire the Membership Units (other than
Class C LLC Units) pursuant to a Section 351 Transaction or a Section 368
Reorganization, such acquisition shall be treated as an exchange of Membership
Units pursuant to the terms of this Section 6.3.

     Section 6.4 RECLASSIFICATION OR CONVERSION.


          (a) Subject to Section 4.5 hereof, in the event of a reclassification,
conversion, or other similar transaction as a result of which the shares of
Class A Common Stock are reclassified or converted into another security, then a
holder of a series of Class B Common Stock, Class C Common Stock or Membership
Units shall be entitled to receive upon conversion of Class B Common Stock or
Class C Common Stock or exchange of Membership Units the amount of such security
that such holder would have received if such conversion or exchange had occurred
immediately prior to the record date of such reclassification, conversion or
other similar transaction.

          (b) No adjustments in respect of dividends (other than dividends paid
in stock or securities of the Corporation) shall be made upon the conversion or
exchange of any share of any series of Class B Common Stock, Class C Common
Stock or Membership Unit; provided, however, that if a share of any series of
Class B Common Stock, Class C Common Stock or Membership Unit shall be converted
or exchanged subsequent to the record date for the payment of a dividend or
other distribution on shares of any series of Class B Common Stock, Class C
Common Stock or Membership Unit but prior to such payment, then the registered
holder of such share at the close of business on such record date shall be
entitled to receive the dividend or other distribution payable on such share or
Membership Unit on such date notwithstanding the conversion or exchange thereof
or the default in payment of the dividend or distribution due on such date.

     Section 6.5 RESERVATION.


          (a) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Class A Common Stock, solely for the
purpose of issuance upon conversion or exchange of the outstanding shares of any
series of Class B Common Stock, Class C Common Stock or Membership Units, such
number of shares of Class A Common Stock that shall be issuable upon the
conversion of all such outstanding shares of any series of Class B Common Stock
and Class C Common Stock and the exchange of all such outstanding Membership
Units pursuant to Section 6.3 hereof; provided that nothing contained herein
shall be construed to preclude the Corporation from satisfying its obligations
in respect of the conversion or exchange of the outstanding shares of any series
of Class B Common Stock, Class




C Common Stock or Membership Units by delivery of purchased shares of Class A
Common Stock which are held in the treasury of the Corporation. If any shares of
Class A Common Stock require registration with or approval of any governmental
authority under any federal or state law before such shares of Class A Common
Stock may be issued upon conversion or exchange, the Corporation shall cause
such shares to be duly registered or approved, as the case may be. The
Corporation shall cause such shares of Class A Common Stock to be delivered upon
conversion or exchange to be listed on each national securities exchange or
quotation system on which the outstanding Class A Common Stock is listed or
quoted at the time of such delivery. All shares of Class A Common Stock that
shall be issued upon conversion or exchange of the shares of any series of Class
B Common Stock, Class C Common Stock or Membership Units, will, upon issue, be
validly issued, fully paid and non-assessable.

          (b) The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of each series of Class B Common Stock,
solely for the purpose of issuance upon exchange of outstanding Membership Units
pursuant to the terms of Section 6.3 hereof, such number of shares of such
series of Class B Common Stock that shall be issuable upon the exchange of all
such outstanding Membership Units; provided that nothing contained herein shall
be construed to preclude the Corporation from satisfying its obligations in
respect of the exchange of the outstanding Membership Units by delivery of
purchased shares of Class B Common Stock which are held in the treasury of the
Corporation. If any shares of Class B Common Stock require registration with or
approval of any governmental authority under any federal or state law before
such shares of such series of Class B Common Stock may be issued upon exchange,
the Corporation will cause such shares to be duly registered or approved, as the
case may be. All shares of any series of Class B Common Stock that shall be
issued upon exchange of Membership Units, will, upon issue, be validly issued,
fully paid and non-assessable.

     Section 6.6 TAXES. The issuance of a certificate or certificates
representing shares of (i) Class A Common Stock issued upon conversion or
exchange of shares of Class B Common Stock, Class C Common Stock or Membership
Units and (ii) Class B Common Stock issued upon exchange of Membership Units,
shall under both clauses (i) and (ii) be made without charge to the holders of
such shares or Membership Units for any stamp or other similar tax in respect of
such issuance; provided, however, that if any such certificate is to be issued
in a name other than that of the record holder of the share or shares of Class B
Common Stock or Class C Common Stock converted or the Membership Units
exchanged, then the Person or Persons requesting the issuance thereof shall pay
to the Corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid or is not required to be paid.

     Section 6.7 DEFECTS WITH CONVERSION. With respect to any conversion
pursuant to Section 6.1(a) or Section 6.2(a) hereof or exchange pursuant to
Section 6.3 hereof, in the event that there is any defect with compliance by the
holder of shares of Class B Common Stock, Class C Common Stock or Membership
Units, as applicable, of the procedures set forth in Sections 6.1(b) Section
6.2(b) or Section 6.3(c) hereof, as applicable, the Corporation shall not, until
such defect is remedied, be obligated to convert such shares of Class B Common
Stock or Class C





Common Stock or exchange any such Membership Units and shall give notice to such
holder of the defect as soon as reasonably practicable.

                                   ARTICLE VII

                               BOARD OF DIRECTORS


     Section 7.1 NUMBER OF DIRECTORS AND COMPOSITION OF BOARD.


          (a) The Board of Directors of the Corporation (the "BOARD OF
DIRECTORS" or the "BOARD") shall initially consist of eleven (11) directors and
may be increased or decreased from time to time in accordance with the
provisions of Section 7.1(b) hereof; provided that the number of directors shall
not be less than three (3) nor more than seventeen (17). Subject to Sections 7.2
and 7.3 hereof, (i) the holders of Series B-AA Common Stock, voting separately
as a series, shall be entitled to elect two (2) directors (each a "SERIES B-AA
DIRECTOR"); (ii) the holders of Series B-CO Common Stock, voting separately as a
series, shall be entitled to elect two (2) directors (each "SERIES B-CO
DIRECTOR"); (iii) the holders of Series B-DL Common Stock, voting separately as
a series, shall be entitled to elect two (2) directors (each a "SERIES B-DL
DIRECTOR"); (iv) the holders of Series B-NW Common Stock, voting separately as a
series, shall be entitled to elect two (2) directors (each a "SERIES B-NW
DIRECTOR"); and (v) the holders of Series B-UA Common Stock, voting separately
as a series, shall be entitled to elect two (2) directors (each a "SERIES B-UA
DIRECTOR" and, together with the Series B-AA Director, Series B-CO Director,
Series B-DL Director and the Series B-NW Director, the "CLASS B DIRECTORS" ). In
addition, subject to Sections 7.2 and 7.3 hereof, the holders of Series B Common
Stock, voting together as a single class, shall elect one (1) director (the
"MANAGEMENT DIRECTOR"). Subject to Sections 7.2 and 7.3 hereof, notwithstanding
any other provision of this Certificate, including without limitation Section
5.1(a) hereof, holders (i) of each series of Series B Common Stock shall have
the exclusive right to vote for the election of and the removal without cause of
the Class B Directors associated with such series as described in this Section
7.1 and (ii) of Series B Common Stock shall have the exclusive right to vote for
the election of and the removal without cause of the Management Director as
described in this Section 7.1, and no other class or series of capital stock of
the Corporation shall be entitled to vote for or remove without cause such Class
B Directors or the Management Director.

          (b) So long as shares of two (2) or more series of Class B Common
Stock have Voting Power determined in accordance with Section 5.1(c) hereof and
there are at least two (2) Persons who are not Affiliates who separately possess
shares of two (2) or more separate series of Class B Common Stock which have
their Voting Power determined in accordance with Section 5.1(c) of this
Certificate, the Board of Directors may be increased or decreased only pursuant
to a resolution adopted by the affirmative vote of a majority of the directors
then in office and the affirmative vote of two-thirds of the Class B Directors
then in office. Upon and perpetually following such time as (x) shares of fewer
than two (2) series of Class B Common Stock have Voting Power determined in
accordance with Section 5.1(c) hereof or (y) there are not at least two (2)
Persons who are not Affiliates who separately possess shares of two (2) or more
separate series of Class B Common Stock which have their Voting Power determined
in accordance with Section 5.1(c) of this Certificate, the Board of Directors
may be increased or



decreased pursuant to a resolution adopted by the affirmative vote of
two-thirds of the directors then in office.

     Section 7.2 LIMITATIONS ON THE RIGHT OF HOLDERS OF SERIES B COMMON
STOCK TO ELECT DIRECTORS; REDUCTION IN NUMBER OF CLASS B DIRECTORS PRIOR TO A
QUALIFIED IPO. Prior to consummation by the Corporation of a Qualified IPO, the
right of the holders of each series of Series B Common Stock to elect the Class
B Directors as provided for in Section 7.1 hereto shall be subject to the
following provisions:

          (a) Notwithstanding anything set forth in Section 7.1(a) hereof, in
the event that, at any time prior to a Qualified IPO, a holder of any series of
Class B Common Stock, together with its Qualified Affiliates, no longer holds
Class B LLC Units and shares of Class B Common Stock aggregating in number to an
amount equal to or exceeding the number of Class B LLC Units originally
purchased by such holder pursuant to such holder's Initial Capital Contribution
(as adjusted to give effect to any adjustment in Membership Units under Section
5.3 hereof) (a "DIRECTOR THRESHOLD EVENT"), if the number of directorships on
the Board of Directors held by such holder is greater than one (1), then the
number of directorships on the Board of Directors held by such holder shall be
reduced to one (1). The directorships on the Board of Directors to be terminated
to reflect such reduction shall be selected by such holder of Series B Common
Stock within ten (10) days following the occurrence of the Director Threshold
Event. In the absence of such selection within such ten-day period, the
directorship(s) held by the director whose surname begins with the earlier
letter(s) in the alphabet shall be deemed terminated. Upon the termination of a
directorship on the Board of Directors pursuant to this Section 7.2(a), the
Board of Directors shall be deemed reduced in size (and no vacancies shall be
created) by such termination.

          (b) Notwithstanding anything set forth in Section 7.1(a) hereof, in
the event that, at any time prior to a Qualified IPO, a holder of any series of
Class B Common Stock, together with its Qualified Affiliates, no longer holds
Class B LLC Units and shares of Class B Common Stock aggregating in number to an
amount equal to or exceeding six and six-tenths percent (6.6%) of the aggregate
number of Class B LLC Units issued to American Airlines, Inc., Continental
Airlines, Inc., Delta Air Lines, Inc., Northwest Airlines, Inc. and United Air
Lines, Inc. in exchange for their Initial Capital Contributions (taking into
account adjustments for recapitalizations, distributions of additional
membership interests or shares to such holders, splits of the number of
membership interests, shares and the like) (a "PRE-QUALIFIED IPO INDIVIDUAL
CLASS B DIRECTOR TRIGGERING EVENT"), then the directorships on the Board of
Directors held by such holder shall immediately be terminated. Upon the
termination of directorships on the Board of Directors pursuant to this Section
7.2(b), the Board of Directors shall be deemed reduced in size (and no vacancies
shall be created) by such termination.

     Section 7.3 LIMITATIONS ON THE RIGHT OF HOLDERS OF SERIES B COMMON STOCK TO
ELECT DIRECTORS; REDUCTION IN NUMBER OF CLASS B DIRECTORS UPON CONSUMMATION OF
AND FOLLOWING A QUALIFIED IPO. The right of the holders of Class B Common Stock
to elect the Class B Directors as provided for in Section 7.1 hereto shall be
subject to the following provisions:







          (a) Notwithstanding anything set forth in Section 7.1(a) hereof, upon
the consummation by the Corporation of a Qualified IPO, (i) if the number of
directorships on the Board of Directors held by Series B-AA Directors is greater
than one (1), then the number of directorships on the Board of Directors held by
Series B-AA Directors shall be reduced to one (1); (ii) if the number of
directorships on the Board of Directors held by Series B-CO Directors is greater
than one (1), then the number of directorships on the Board of Directors held by
Series B-CO Directors shall be reduced to one (1); (iii) if the number of
directorships on the Board of Directors held by Series B-DL Directors is greater
than one (1), then the number of directorships on the Board of Directors held by
Series B-DL Directors shall be reduced to one (1); (iv) if the number of
directorships on the Board of Directors held by Series B-NW Directors is greater
than one (1), then the number of directorships on the Board of Directors held by
Series B-NW Directors shall be reduced to one (1); and (v) if the number of
directorships on the Board of Directors held by Series B-UA Directors is greater
than one (1), then the number of directorships on the Board of Directors held by
Series B-UA Directors shall be reduced to one (1). The directorships on the
Board of Directors to be terminated to reflect such reduction shall be selected
by the Series B-AA Directors, Series B-CO Directors, Series B-DL Directors,
Series B-NW Directors and Series B-UA Directors, as applicable, within thirty
(30) days after filing a registration statement on Form S-1 with the Securities
and Exchange Commission. In the absence of such selection within such thirty-day
period, the directorship(s) held by the director whose surname begins with the
earlier letter(s) in the alphabet shall be deemed terminated.

          (b) Upon the consummation of a Qualified IPO, the number of authorized
directors designated as Class A Directors (the "CLASS A DIRECTORS") shall be
three (3). All newly created positions effected by this Section 7.3(b) shall be
filled as provided in Section 7.3(j).

          (c) Notwithstanding anything set forth in Section 7.1(a) hereof, in
the event that, at any time following consummation of a Qualified IPO, (i) the
holders of the Class B Common Stock, together with their Affiliates, cease to
have aggregate As Converted Ownership equal to or exceeding fifteen percent
(15%) of the then As Converted Capitalization or (ii) either (x) by the
application of Section 5.1(e) hereof, fewer than two (2) series of Class B
Common Stock have their Voting Power determined in accordance with Section
5.1(c) hereof or (y) there are not at least two (2) Persons who are not
Affiliates who separately possess shares of two (2) or more separate series of
Class B Common Stock which have their Voting Power determined in accordance with
Section 5.1(c) of this Certificate (each event in clauses (i) and (ii), a "CLASS
B DIRECTORS TRIGGERING EVENT"), then subject to Sections 7.3(g) - (i) hereof,
the right of holders of each series of Class B Common Stock to elect with
respect to specified director positions pursuant to Section 7.1 shall forever be
cancelled and (A) such positions shall be immediately terminated and (B) the
number of Class A Director positions shall be automatically increased by an
amount equal to the number of director positions so terminated. All newly
created positions effected by this Section 7.3(c) shall be filled as provided in
Section 7.3(j).

          (d) Notwithstanding anything set forth in Section 7.1(a) hereof, upon
and perpetually after such time as any holder of Class B Common Stock, together
with its Affiliates, has an As Converted Ownership of less than 7,264,079 shares
(as adjusted to give effect to any stock split, stock dividend,
reclassification, recapitalization or similar event), in the aggregate, of (i)
Class B Common Stock and (ii) Class A Common Stock received pursuant to Section
6.1(a)




or Section 6.3 hereof (an "INDIVIDUAL CLASS B DIRECTOR TRIGGERING EVENT"), the
right of such series of Class B Common Stock to elect with respect to specified
director positions pursuant to Section 7.1 shall forever be cancelled and (x)
such positions shall be immediately terminated and (y) the number of Class A
Director positions shall be automatically increased by an amount equal to the
number of director positions so terminated. All newly created positions effected
by this Section 7.3(d) shall be filled as provided in Section 7.3(j).

          (e) Notwithstanding anything set forth in Section 7.1(a) hereof, at
such time as (i) the Voting Power of any series of Class B Common Stock is
possessed by two (2) or more holders (or their Affiliates) of Class B Common
Stock who are not Affiliates and (ii) the Person who held shares of such series
of Class B Common Stock on the Restatement Date, together with its Affiliates,
no longer holds a majority of the outstanding shares of such series, then upon
and perpetually after such time as fewer than 7,264,079 shares of such series
are issued and outstanding (based on As Converted Capitalization and as adjusted
to give effect to any stock split, stock dividend, reclassification,
recapitalization or similar event), the right of such series of Class B Common
Stock to elect with respect to specified director positions pursuant to Section
7.1 shall forever be cancelled and (x) such positions shall be immediately
terminated and (y) following the consummation of a Qualified IPO, the number of
Class A Director positions shall be automatically increased by an amount equal
to the number of director positions so terminated. All newly created positions
effected by this Section 7.3(e) shall be filled as provided in Section 7.3(j).

          (f) Notwithstanding anything set forth in Section 7.1(a) hereof, if
the majority of the Voting Power of each of two (2) or more separate series of
Class B Common Stock is possessed by any Person and its Affiliates and Voting
Power for any shares of one or more of such series was acquired after the
Restatement Date in a transaction not subject to Section 5.1 of the Stockholders
Agreement, then upon and perpetually after such time as such Person, together
with its Affiliates, has an As Converted Ownership of less than 14,528,158
shares (as adjusted to give effect to any stock split, stock dividend,
reclassification, recapitalization or similar event), in the aggregate, of (i)
Class B Common Stock and (ii) Class A Common Stock received pursuant to Section
6.1(a) or Section 6.3 hereof, the right to elect specified director positions
pursuant to Section 7.1 shall forever be cancelled for each series of Class B
Common Stock subject to this Section 7.3(f), other than for the series of Class
B Common Stock which, based on As Converted Capitalization, has the largest
number of shares of such series outstanding on such date, and (x) such position
or positions, as applicable, shall be immediately terminated and (y) following
the consummation of a Qualified IPO, the number of Class A Director positions
shall be automatically increased by an amount equal to the number of director
positions so terminated. All newly created positions effected by this Section
7.3(f) shall be filled as provided in Section 7.3(j).

          (g) Notwithstanding anything set forth in Sections 7.3(c) - (f) hereof
and subject to Sections 7.3(h) and (i) hereof, so long as the holders of any
series of Class B Common Stock, together with their Affiliates, have an As
Converted Ownership equal to or exceeding five percent (5%) of the As Converted
Capitalization, then the holders of shares of such series shall be entitled to
elect directors pursuant to Section 7.1(a) hereof. Upon and perpetually after
such time that (i) an Individual Class B Triggering Event has occurred with
respect to such series of




Class B Common Stock or a Class B Triggering Event has occurred and (ii) the
holders of such series of Class B Common Stock, together with their Affiliates,
cease to have an As Converted Ownership equal to or exceeding five percent (5%)
of the As Converted Capitalization, then the right of such series to elect with
respect to specified director positions pursuant to Section 7.1 shall forever be
cancelled and (x) such position shall be immediately terminated and (y)
following the consummation of a Qualified IPO, the number of Class A Director
positions shall be automatically increased by an amount equal to the number of
director positions so terminated. All newly created positions effected by this
Section 7.3(g) shall be filled as provided in Section 7.3(j).

          (h) Notwithstanding anything set forth in Sections 7.3(c) - (f) hereof
and subject to Section 7.3(i) hereof, at such time as (i) the Voting Power of
any series of Class B Common Stock is possessed by two (2) or more holders (or
their Affiliates) of Class B Common Stock who are not Affiliates and (ii) the
Person who held shares of either of such series of Class B Common Stock on the
Restatement Date no longer holds, together with its Affiliates, a majority of
the Voting Power of such series, then upon and perpetually after such time as
the outstanding shares of such series (based for such purpose on As Converted
Ownership) represents less than five percent (5%) of the As Converted
Capitalization, the right of such series to elect specified director positions
pursuant to Section 7.1 shall forever be cancelled and (x) such position shall
be immediately terminated and (y) following the consummation of a Qualified IPO,
the number of Class A Director positions shall be automatically increased by an
amount equal to the number of director positions so terminated. All newly
created positions effected by this Section 7.3(h) shall be filled as provided in
Section 7.3(j).

          (i) Notwithstanding anything set forth in Sections 7.3(c) - (h)
hereof, if a majority of the Voting Power of each of two (2) or more separate
series of Class B Common Stock is possessed by any Person and its Affiliates and
Voting Power for any shares of one or more of such series was acquired after the
Restatement Date in a transaction not subject to Section 5.1 of the Stockholders
Agreement, then upon and perpetually after such time as such Person ceases to
have an As Converted Ownership equal to or exceeding ten percent (10%) of the As
Converted Capitalization, the right to elect specified director positions
pursuant to Section 7.1 shall forever be cancelled for each series of Class B
Common Stock subject to this Section 7.3(i), other than for the series of Class
B Common Stock which, based on As Converted Capitalization, has the largest
number of shares of such series outstanding on such date, and (x) such position
or positions, as applicable, shall be immediately terminated and (y) following
the consummation of a Qualified IPO, the number of Class A Director positions
shall be automatically increased by an amount equal to the number of director
positions so terminated. All newly created positions effected by this Section
7.3(i) shall be filled as provided in Section 7.3(j).

          (j) Any Class A Director position created pursuant to this Section 7.3
shall be filled by the Class A Nominating Committee, as provided in the Bylaws.
The stockholders of the Corporation shall have no right to fill such vacancies
or newly-created positions.

     Section 7.4 CLASS A DIRECTORS. There shall initially be no Class A
Directors and no class or series of Common Stock shall be entitled to vote as to
the election of any directors,




except as expressly provided in this Certificate. Except as provided in Section
7.3(j), the holders of all classes of Common Stock, voting together as one class
(or if any holders of shares of Preferred Stock are entitled to vote thereon
together with the holders of Common Stock, as one class with such holders of
shares of Preferred Stock) shall be entitled to elect all such Class A
Directors.

     Section 7.5 CLASSIFICATION OF THE CLASS A DIRECTORS. Upon the consummation
by the Corporation of a Qualified IPO, the Class A Directors shall be divided
into three classes, designated Class I, Class II and Class III. Such positions
shall be staggered amongst the Class I, II and III classes so as to maintain the
number of directors in each class being as nearly equal as possible. Class I
shall be initially elected for a term expiring at the first annual meeting of
stockholders following consummation of the Qualified IPO, Class II shall be
initially elected for a term expiring at the second annual meeting of
stockholders following consummation of the Qualified IPO, and Class III shall be
initially elected for a term expiring at the third annual meeting of
stockholders following consummation of the Qualified IPO. Members of each class
shall hold office until their successors are elected and qualified. At each
succeeding annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected
for a term expiring at the annual meeting of stockholders held in the third year
following the year of their election. In case of any increase or decrease, from
time to time, in the number of directors, other than those who may be elected by
the holders of any outstanding series of Preferred Stock or any other series or
class of stock as set forth in this Certificate, the number of directors in each
class shall be apportioned as nearly equal as possible.

     Section 7.6 REMOVAL.

          (a) CLASS B DIRECTORS. Except as provided in Section 7.3,

              (i)   The approval of the holders of a majority of the outstanding
     Series B-AA Common Stock shall be required to remove without cause (and
     with or without prior notice) any Series B-AA Director, and to elect
     successors therefor.

              (ii)  The approval of the holders of a majority of the outstanding
     Series B-CO Common Stock shall be required to remove without cause (and
     with or without prior notice) any Series B-CO Director, and to elect
     successors therefor.

              (iii) The approval of the holders of a majority of the outstanding
     Series B-DL Common Stock shall be required to remove without cause (and
     with or without prior notice) any Series B-DL Director, and to elect
     successors therefor.

              (iv)  The approval of the holders of a majority of the outstanding
     Series B-NW Common Stock shall be required to remove without cause (and
     with or without prior notice) any Series B-NW Director, and to elect
     successors therefor.





              (v)  The approval of the holders of a majority of the outstanding
     Series B-UA Common Stock shall be required to remove without cause (and
     with or without prior notice) any Series B-UA Director, and to elect
     successors therefor.

          (b) CLASS A DIRECTORS. Any Class A Director may be removed from office
only with cause by the affirmative vote of the holders of a majority of the
Voting Power of the holders of the then outstanding Common Stock, voting
together as a single class (or if any holders of shares of Preferred Stock are
entitled to vote together with the holders of Common Stock, as a single class
with such holders of shares of Preferred Stock).

     Section 7.7 MANAGEMENT DIRECTOR. So long as the holders of Series B Common
Stock have the right to elect the Management Director pursuant to Section 7.1(a)
hereof, the approval of the holders of a majority of the outstanding Series B
Common Stock, voting together as a single class, shall be required to remove
without cause (and with or without prior notice) the Management Director, and to
elect a successor therefor.

     Section 7.8 VACANCIES. Should a vacancy occur or be created for any Class A
Director other than in circumstances subject to Sections 7.3(c) - (i), the Class
A Director position shall be filled by the Class A Nominating Committee, as
provided in the Bylaws. The stockholders of the Corporation shall have no right
to fill such vacancies.

     Section 7.9 REMOVAL. Notwithstanding any of the foregoing provisions of
this Article VII, each director shall serve until his successor is elected and
qualified or until his death, retirement, resignation or removal.

     Section 7.10 WRITTEN BALLOT. The directors of the Corporation need not be
elected by written ballot unless the Bylaws so provide.


                                  ARTICLE VIII

                              CORPORATE GOVERNANCE

     The following provisions are inserted for the management of the business
and the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders.

     Section 8.1 MANAGEMENT OF CORPORATION. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. In addition to the powers and authority expressly conferred upon
them by statute or by this Certificate or the Bylaws, the directors are
hereby empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation.

     Section 8.2 REQUIRED APPROVALS.

          (a) REINFORCED QUALIFIED CLASS B APPROVAL. Notwithstanding anything
contained in this Certificate to the contrary, including, without limitation,
Section 9.1 hereof, at all times during which any series of Class B Common Stock
has its Voting Power determined in





accordance with Section 5.1(c) hereof, the Corporation shall not, without a
Reinforced Qualified Class B Approval, (X) enter into any transaction or series
of related transactions involving (i) any merger, acquisition, consolidation,
reorganization, issuance of Securities or similar transaction(s) as a result of
which either (A) the holders of Common Stock immediately prior to such
transaction would own Voting Securities possessing Voting Power of the successor
or surviving entity immediately thereafter representing less than a majority of
the Voting Power of such successor or surviving entity or (B) any powers,
preferences or special rights of the holders of Class B Common Stock would be
adversely affected, PROVIDED that if, in the case of (A) or (B) of this clause
(i), the holders of any series of Class B Common Stock shall be treated
disproportionately and adversely in comparison to any other series of Class B
Common Stock in any such transaction then the approval of the holders of a
majority of the shares of such series of Class B Common Stock shall also be
obtained; (ii) a sale of all or substantially all of the assets or business of
the Corporation, or any contract for the lease or license of all or
substantially all of the assets or business of the Corporation; or (iii) or the
taking by the Corporation of an action described in clauses (1), (3) - (6) and
(8) of the definition of Bankruptcy Event or (Y) appoint or consent to any
manager of Orbitz LLC other than the Corporation. Notwithstanding anything
contained in this Section 8.2(a) or this Certificate to the contrary, at all
times during which any series of Class B Common Stock has its Voting Power
determined in accordance with Section 5.1(c) hereof, the Corporation shall not,
without a Unanimous Qualified Class B Approval, enter into any transaction or
series of related transactions described in subparagraph (i) above involving the
Corporation and any Person Controlled by or under common Control with the
Corporation if such transaction would have an effect described in clauses (A) or
(B) above.

          (b) UNANIMOUS CLASS B APPROVAL. In addition to any requirements of law
and any other provision of this Certificate or the Bylaws (and notwithstanding
the fact that a lesser percentage may be specified by law or this Certificate or
the Bylaws), at all times during which shares of any series of Class B Common
Stock are issued and outstanding, a Unanimous Class B Approval shall be required
(i) for the Corporation to redeem or repurchase any outstanding class or series
of Common Stock or Preferred Stock and to redeem or repurchase any Membership
Units (the Corporation doing so in its capacity as Manager of Orbitz LLC), in
each case, from any holder of either Class B Common Stock or Class A Common
Stock unless all shares of such class or series of Common Stock, Preferred Stock
or Membership Units are then so entitled to be redeemed or repurchased
(including by pro rated redemption or repurchase), (ii) to take actions
described in Sections 9.2 and 14.2 (b) hereof, (iii) to reclassify any class or
series of Common Stock or Preferred Stock into any series of Class B Common
Stock, or (iv) for the Corporation to have the power to enter into any
transaction or a series of related transactions involving (x) any merger,
acquisition, consolidation, reorganization or similar transaction or (y) a sale
of all or substantially all of the assets or business of the Corporation to, or
any contract for the lease or license of all or substantially all of the assets
of the business of the Corporation with, (A) a Person who (or whose Affiliates)
displays airline fares and other information provided by airlines on a web site
in other than an unbiased manner or (B) Hotwire or Priceline; PROVIDED, however,
the requirements of this Section 8.2(b)(y)(iv)(B) shall no longer apply upon and
perpetually after the earlier of such time as (x) Omicron Reservations
Management, Inc. and its Affiliates hold no shares of Class B Common Stock whose
Voting Power is determined in accordance with Section 5.1(c), or (y) any holder
of Class B Common Stock and its Affiliates (other than Omicron Reservations
Management, Inc. and any of its Affiliates) hold no Securities of Hotwire.





     Section 8.3 STOCKHOLDER ACTION. Except as otherwise provided for in a
certificate of designation for any class or series of Preferred Stock, upon and
after the Trigger Date, any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

     Section 8.4 SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation may be called only by the Chairperson of the Board or the Chief
Executive Officer, by the Board of Directors acting pursuant to a resolution
adopted by a majority of the members of the Board of Directors or by the holders
of a majority of the Voting Power of the shares of Class B Common Stock.

                                   ARTICLE IX

                                     BYLAWS

     Section 9.1 AMENDMENTS. Subject to Section 9.2 hereof, the Board of
Directors shall have the power to adopt, alter, amend or repeal the Bylaws. The
stockholders of the Corporation may adopt, amend or repeal the Bylaws but only
by the affirmative vote of holders of at least a majority of the combined Voting
Power of the then-outstanding shares of capital stock of all classes and series
of the Corporation entitled to vote generally on matters requiring the approval
of stockholders, voting together as a single class, and subject to such
additional approvals provided for in Section 9.2 hereof

     Section 9.2 REQUIRED APPROVALS. In addition to any requirements of law and
any other provisions of the Bylaws and this Certificate (and notwithstanding the
fact that a lesser percentage may be specified by law, the Bylaws or this
Certificate), at all times during which shares of any series of Class B Common
Stock are issued and outstanding, a Unanimous Class B Approval shall be required
(i) to alter, amend, repeal, waive or adopt any provision of the Bylaws which
would have the effect of expanding the authority of the Corporation, Orbitz LLC
or any Subsidiary of either of them to market and sell travel products and
services other than in an unbiased manner and Non-Opaque Manner or modify the
limitations in the last sentence of Section 2.1 of the Bylaws and (ii) to alter,
amend, waive or repeal, or adopt any provision of the Bylaws which adversely
affects the rights established under Section 3.3, Section 3.14(c), Section 4.8,
Section 4.13, Section 11(b) or Article V of the Bylaws.

                                    ARTICLE X

                       LIMITATION OF DIRECTORS' LIABILITY

     The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law, as the same may be
amended and supplemented. Any amendment or repeal of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any right or protection of a director of the Corporation
existing with respect to any act or omission occurring prior to the time of such
repeal or modification.





                                   ARTICLE XI

                                 INDEMNIFICATION

     Section 11.1 RIGHT TO INDEMNIFICATION. The Corporation shall indemnify and
hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "COVERED PERSON") who was or
is made or is threatened to be made a party or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "PROCEEDING"), by reason of the fact that he, or a Person for
whom he is the legal representative, is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust,
enterprise or nonprofit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses (including
attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the
preceding sentence, except as otherwise provided in Section 11.3, the
Corporation shall be required to indemnify a Covered Person in connection with a
Proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such Proceeding (or part thereof) by the Covered Person was
authorized by the Board of Directors of the Corporation.

     Section 11.2 PREPAYMENT OF EXPENSES. The Corporation shall pay the expenses
(including attorneys' fees) reasonably incurred by a Covered Person in defending
any proceeding in advance of its final disposition, PROVIDED, HOWEVER, that, to
the extent required by law, such payment of expenses in advance of the final
disposition of the Proceeding shall be made only upon receipt of an undertaking
by the Covered Person to repay all amounts advanced if it should be ultimately
determined that the Covered Person is not entitled to be indemnified under this
Article XI or otherwise.

     Section 11.3 CLAIMS. If a claim for indemnification or advancement of
expenses under this Article XI is not paid in full within thirty (30) days after
a written claim therefor by the Covered Person has been received by the
Corporation, the Covered Person may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall
have the burden of proving that the Covered Person is not entitled to the
requested indemnification or advancement of expenses under applicable law.

     Section 11.4 NONEXCLUSIVITY OF RIGHTS. The rights conferred on any Covered
Person by this Article XI shall not be exclusive of any other rights which such
Covered Person may have or hereafter acquire under any statute, provision of
this Certificate, the Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

     Section 11.5 OTHER SOURCES. The Corporation's obligation, if any, to
indemnify or to advance expenses to any Covered Person who was or is serving at
its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, enterprise or nonprofit entity shall be
reduced by any amount such Covered Person may collect as indemnification or
advancement of expenses from such other corporation, partnership, joint venture,
trust, enterprise or nonprofit entity.





     Section 11.6 AMENDMENT OR REPEAL. Any repeal or modification of the
foregoing provision of this Article XI shall not adversely affect any right or
protection hereunder of any Covered Person in respect of any act or omission
occurring prior to the time of such repeal or modification.

                                   ARTICLE XII

                   SECTION 203 OF THE GENERAL CORPORATION LAW

     The Corporation shall not be governed by Section 203 of the General
Corporation Law ("SECTION 203"), and the restrictions contained in Section 203
shall not apply to the Corporation.

                                  ARTICLE XIII

                CERTAIN FIDUCIARY DUTIES OF CERTAIN STOCKHOLDERS

     SECTION 13.1. FREEDOM OF ACTION; CORPORATE OPPORTUNITIES.

          (a) Without limiting subsection (c) of this Section 13.1, each holder
of Class B Common Stock as of the Restatement Date (whether or not such holders
own shares of Class B Common Stock thereafter) and each other holder of Class B
Common Stock and its respective Affiliates and Related Parties (other than a
Related Party that is employed by, or seconded to, the Corporation)
(collectively, the "PERMITTED PERSONS") may have any other business interests
and may engage in any other business or trade, profession or employment
whatsoever, on its own account, or in partnership with, or as an employee,
officer, director or stockholder of any other Person, and no Permitted Person
shall be required to devote its or his entire time to the business of the
Corporation. Without limiting the generality of the foregoing, each Permitted
Person may (i) engage in the same or similar activities or lines of business as
the Corporation or Orbitz LLC or develop or market any products or services that
compete, directly or indirectly, with those of the Corporation or Orbitz LLC;
(ii) do business with any client or customer of the Corporation or Orbitz LLC;
and (iii) hold Beneficial Ownership of Securities of, or develop a business
relationship with, any Person engaged in the same or similar activities or lines
of business as, or otherwise in competition with, the Corporation or Orbitz LLC
(collectively, the interests, activities and relationships described in this
clause (a) are referred to as "PERMITTED ACTIVITIES").

          (b) Without limiting subsection (c) of this Section 13.1, neither the
Corporation nor any holder of Class B Common Stock as of the Restatement Date
(whether or not such holders own shares of Class B Common Stock thereafter) nor
any other holder of Class B Common Stock nor any Affiliate thereof by virtue of
this Certificate shall have any rights in or to any Permitted Activity or the
income or profits derived therefrom, regardless of whether or not such Permitted
Activity was presented to a Permitted Person as a direct or indirect result of
its or his connection with the Corporation. Without limiting subsection (c) of
this Section 13.1, no Permitted Person shall have any obligation to present any
Permitted Activity to the Corporation, even if the Permitted Activity is one
that the Corporation might reasonably be deemed to have pursued or had the
ability or desire to pursue if granted the opportunity to do so and no Permitted
Person shall be liable to the Corporation or any holder of Class B Common Stock
(or any Affiliate or Related Party thereof) for breach of any fiduciary or other
duty by reason of the fact that a Permitted Person pursues or acquires such
business opportunity, directs such business





opportunity to another Person or fails to present such business opportunity, or
information regarding such business opportunity, to the Corporation.

          (c) Without limiting the foregoing clauses (a) and (b) of this Section
13.1, in the event that a director or officer of the Corporation who is also a
director, officer or employee of a Permitted Person acquires knowledge of a
Permitted Activity which may be a corporate opportunity for both the Corporation
and such Permitted Person or its Affiliates, such director or officer shall have
fully satisfied and fulfilled his fiduciary duty with respect to such corporate
opportunity, and the Corporation hereby renounces its interest in such business
opportunity and waives any claim that such business opportunity constituted a
corporate opportunity that should have been presented to the Corporation or any
of its Affiliates, if such director or officer acts in a manner consistent with
the following policy: a corporate opportunity offered to any person who is an
officer or director of the Corporation, and who is also an officer, director or
employee of a Permitted Person, shall belong to such Permitted Person, unless
such opportunity was expressly and solely offered to such person in his or her
capacity as a director or officer of the Corporation.

                                   ARTICLE XIV

                                   AMENDMENTS

     Section 14.1 AMENDMENTS. The Corporation reserves the right to adopt,
repeal, alter, waive or amend any provision of this Certificate, in the manner
now or hereafter prescribed by the laws of the State of Delaware and this
Certificate, and all rights, preferences and privileges conferred on
stockholders, directors, officers, employees, agents and other persons in this
Certificate, if any, are granted subject to this reservation.

     Section 14.2 REQUIRED APPROVALS. In addition to any requirements of law and
any other provisions of this Certificate (and notwithstanding the fact that a
lesser percentage may be specified by law or this Certificate), (a) at all times
during which shares of any series of Class B Common Stock have their Voting
Power determined in accordance with Section 5.1(c) hereof, a Unanimous Qualified
Class B Approval shall be required to alter, amend, waive, repeal or adopt any
provision of this Certificate which is inconsistent with any provision of
Sections 4.6, 5.1, Articles VI, 7.1(b), VIII, 9.2, 13.1 or 14.2 hereof, (b) at
all times during which shares of any series of Class B Common Stock are issued
and outstanding, a Unanimous Class B Approval shall be required to alter, amend,
waive, repeal or adopt any provision of this Certificate which permits the
Corporation, Orbitz LLC or any Subsidiary of either of them, as applicable, to
take any action that is inconsistent with the provisions of Sections 8.2(b) or
9.2 hereof and (c) the approval of holders of each adversely affected series of
Class B Common Stock shall be required (which approval shall be obtained by the
holders of a majority of the shares of each such series) to alter, amend, repeal
or waive the requirements or to adopt any provision of this Certificate which
adversely affects the powers, preferences or special rights of such series,
including without limitation, any adverse effect on the rights of any series of
Class B Common Stock to elect or otherwise act with respect to specified
director positions pursuant to Section 7.1(a) hereof.





                                   ARTICLE XV

                                   DEFINITIONS

     For purposes of this Certificate, the following terms have the meanings set
forth below:

     "AFFILIATE" shall mean, in respect of any specified Person, a Person that
directly or indirectly, through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, the Person specified; PROVIDED,
however, that notwithstanding the foregoing, no holder of Class B Common Stock
shall be deemed to be an Affiliate of any other holder of Class B Common Stock
due solely to being a party to the Stockholders Agreement.

     "AMENDED CHARTER ASSOCIATE AGREEMENTS" shall mean the Amended and Restated
Charter Associate Agreements dated as of May 9, 2000, by and between the
Corporation and each Initial Member, as amended from time to time.

     "AS CONVERTED CAPITALIZATION" means the aggregate number of shares of all
classes or series of Common Stock of the Corporation then outstanding as of such
date, assuming for purposes of such calculation, all Membership Units
outstanding had, immediately prior to such calculation, been exchanged for
Common Stock in accordance with Section 6.3 hereof, after taking into account
any adjustments to the number of such shares and Membership Units under Sections
5.3 and 5.7 hereof.

     "AS CONVERTED OWNERSHIP" means the aggregate number of shares of any class
or series of Common Stock then held by a Person, assuming that for purposes of
such calculation, all Membership Units held by such Person and its Affiliates
(but without duplication as to any other holder) had, immediately prior to such
calculation, been exchanged for Common Stock pursuant to Section 6.3 hereof,
after taking into account any adjustments to the number of such shares and
Membership Units under Sections 5.3 and 5.7 hereof.

     "BANKRUPTCY EVENT" means, with respect to any Person, the occurrence or
existence of any of the following events or conditions: such Person (1) is
dissolved; (2) becomes insolvent or is unable or admits in writing its inability
generally to pay its debts as they become due; (3) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (4)
institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors' rights, or a petition is presented
for its winding up or liquidation and, in the case of any such proceeding or
petition instituted or presented against it, such proceeding or petition (A)
results in a judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding up or liquidation, or (B) is
not dismissed, discharged, stayed or restrained in each case within sixty (60)
days of the institution or presentation thereof; (5) has a resolution passed for
its winding up or liquidation; (6) seeks or becomes subject to the appointment
of an administrator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets (regardless of how brief such
appointment may be, or whether any obligations are promptly assumed by another
entity or whether any other event described in this clause (6) has occurred and
is continuing); (7) experiences any event which, under the applicable laws of
any jurisdiction, has an analogous effect to any of the events specified in





clauses (1) through (6) above; or (8) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the foregoing
acts.

     "BENEFICIAL OWNERSHIP" shall mean, in respect of any Securities, those
Securities that a Person or any of its Affiliates is deemed to "beneficially
own" within the meaning of Rule 13d-3 under the Exchange Act.

     "BOARD" shall have the meaning set forth in Section 7.1(a) hereof.

     "BOARD OF DIRECTORS" shall have the meaning set forth in Section 7.1(a)
hereof.

     "BREACHING PARTY" shall have the meaning set forth in the definition of
"Triggering Default".

     "BYLAWS" shall have the meaning set forth in Section 4.6(a) hereof.

     "CERTIFICATE" shall have the meaning set forth in Section 4.2 hereof.

     "CHARTER ASSOCIATE AGREEMENTS" shall mean the Amended Charter Associate
Agreements and the Charter Associate Agreements entered into by and between the
Corporation and each holder of Class B Common Stock (or an Affiliate of such
holder), as amended from time to time.

     "CLASS A COMMON STOCK" shall have the meaning set forth in Section 4.2(a)
hereof.

     "CLASS A DIRECTORS" shall have the meaning set forth in Section 7.3(b)
hereof.

     "CLASS A LLC UNITS" shall mean the Class A membership interests in Orbitz
LLC.

     "CLASS B AUTOMATIC CONVERSION TIME" shall have the meaning set forth in
Section 6.1(e) hereto.

     "CLASS B COMMON STOCK" shall have the meaning set forth in Section 4.2(a)
hereof.

     "CLASS B DIRECTORS" shall have the meaning set forth in Section 7.1(a)
hereof.

     "CLASS B DIRECTORS TRIGGERING EVENT" shall have the meaning set forth in
Section 7.3(c) hereof.

     "CLASS B LLC UNITS" shall mean the Class B membership interests in Orbitz
LLC.

     "CLASS C AUTOMATIC CONVERSION TIME" shall have the meaning set forth in
Section 6.2(b) hereof.

     "CLASS C COMMON STOCK" shall have the meaning set forth in Section 4.2(a)
hereof.

     "CLASS C LLC UNITS" shall mean the Class C membership interests in Orbitz
LLC.





     "CODE" shall mean the Internal Revenue Code of 1986, as amended, including
effective date and transition rules (whether codified or not). Any reference
herein to a specified provision of the Code shall be deemed to include a
reference to any successor provision thereof.

     "COMMON STOCK" shall have the meaning set forth in Section 4.1 hereof.

     "CONTROL" shall mean, with respect to a particular Person, the possession,
directly or indirectly, of the power, whether or not exercised, to direct or
cause the direction of management or policies of such Person (whether through
ownership of Voting Securities, partnership interests or other ownership
interests, by contract or otherwise).

     "CONVERTED CLASS B COMMON STOCK" shall have the meaning set forth in
Section 6.1(e) hereof.

     "CONVERTED CLASS C COMMON STOCK" shall have the meaning set forth in
Section 6.2(b) hereof.

     "COVERED PERSON" shall have the meaning set forth in Section 11.1 hereof.

     "DIRECTOR THRESHOLD EVENT" shall have the meaning set forth in Section
7.2(a) hereof.

     "GLOBAL DISTRIBUTION SYSTEM" shall mean a "system" within the meaning of 14
C.F.R. Section 255.3.

     "HOTWIRE" shall mean (i) Cimo, Inc., a Delaware corporation, d/b/a Hotwire,
which owns and operates an Internet travel web site known as Hotwire.com, and
any of its Subsidiaries, and (ii) any corporate or non-corporate successor of
the Person described in clause (i) whether by virtue of a merger, acquisition,
consolidation, reorganization, sale or other business combination or other type
of transaction or series of related transactions.

     "INDIVIDUAL CLASS B DIRECTOR TRIGGERING EVENT" shall have the meaning set
forth in Section 7.3(d).

     "INDIVIDUAL TRIGGERING EVENT" shall have the meaning set forth in Section
5.1(e) hereof.

     "INITIAL CAPITAL CONTRIBUTION" shall mean, with respect to any holder of
Class B Common Stock, the contribution to the capital of Orbitz LLC made by such
holder of Class B Common Stock pursuant to Section 4.1 of the LLC Agreement.

     "INITIAL MEMBERS" shall mean Continental Airlines, Inc., Delta Air Lines,
Inc., Northwest Airlines, Inc. and United Air Lines, Inc.

     "INSTITUTIONAL INVESTOR" shall mean a bank, investment company, insurance
company, as those terms are used in Rule 13(d)-1(b) of the Exchange Act, or
similar financial institution that does not acquire Voting Securities for the
purpose of or having the effect of changing the control





of the Corporation or in connection with or as a participant in any transaction
having such purpose or effect.

     "LLC AGREEMENT" means that certain Sixth Amended and Restated Limited
Liability Company Agreement of Orbitz LLC dated as of the Restatement Date, by
and among the Corporation and the other signatories thereto, as hereafter
amended from time to time.

     "MAJORITY OF DISINTERESTED DIRECTORS" shall mean a number of directors
constituting not less than fifty and one-tenth percent (50.1%) of the number of
directors on the Board of Directors, as such number of directors may be adjusted
from time to time pursuant to Section 7.1(b) hereof, without taking into account
any vacancies thereon, and excluding from such calculation of the Board of
Directors, directors who are Related Parties of the Person (or any Affiliate of
such Person) that is a party to the particular agreement or type of transaction
being considered by the Board (other than solely as a result of such Person's or
its Affiliates' ownership of Securities of the Corporation or of Orbitz LLC).

     "MANAGEMENT DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.

     "MEMBER" shall have the meaning set forth in the LLC Agreement.

     "MEMBERSHIP UNITS" shall mean the Class A LLC Units, the Class B LLC Units
and the Class C LLC Units.

     "NON-OPAQUE MANNER" shall mean the provision to a Person via the Internet
of information concerning airline, hotel, rental car and other travel products
or services where the Person is able to see the identity of the airline or other
travel provider, schedules, availability, fares and price offerings of the
airlines, hotels, rental car companies and other travel products or services in
an unbiased manner prior to the purchase of such products or services.

     "OPAQUE MANNER" shall mean the provision to a Person via the Internet of
information, reservations, booking and ticketing services concerning airlines
and other travel products or services where the person is unable to identify the
specific airline or other travel supplier offering the travel product or service
prior to the purchase of such product or service.

     "ORBITZ LLC" shall mean "Orbitz, LLC," a Delaware limited liability
company.

     "PERMITTED ACTIVITIES" shall have the meaning set forth in Section 13.1(a)
hereof.

     "PERMITTED PERSONS" shall have the meaning set forth in Section 13.1(a)
hereof.

     "PERSON" shall mean any individual, entity, firm, corporation, partnership,
association, limited liability company, joint-stock company, trust, or
unincorporated organization.

     "PLEDGE" shall mean to pledge, mortgage, grant a security interest in,
hypothecate or otherwise encumber assets of Securities (including, without
limitation, all or a portion of





Membership Units, Class A Common Stock, any series of Class B Common Stock,
Class C Common Stock and Preferred Stock).

     "PREFERRED STOCK" shall have the meaning set forth in Section 4.1 hereof.

     "PRE-QUALIFIED IPO INDIVIDUAL CLASS B DIRECTOR TRIGGERING EVENT" shall have
the meaning set forth in Section 7.2(b) hereof.

     "PRICELINE" shall mean (i) Priceline.com Inc., a Delaware corporation which
owns and operates an Internet travel web site known as Priceline.com, and any of
its Subsidiaries, and (ii) any corporate or non-corporate successor of the
Person described in clause (i) whether by virtue of a merger, acquisition,
consolidation, reorganization, sale or other business combination or other type
of transaction or series of related transactions.

     "PROCEEDING" shall have the meaning set forth in Section 11.1 hereof.

     "QUALIFIED AFFILIATE" shall mean an Affiliate of such Person as to which
such Person or its Affiliates is, directly or indirectly, the beneficial owner
of not less than a majority of the economic interest in such Affiliate's fully
diluted equity capitalization.

     "QUALIFIED IPO" shall mean the initial BONA FIDE, firm commitment
underwritten public offering of the Common Stock pursuant to a registration
statement declared effective under the Securities Act, provided that such
offering results in a public offering price of not less than $5.00 per share and
results in gross proceeds to the Corporation of not less than $50,000,000.

     "QUALIFIED PREFERRED STOCK" shall have the meaning set forth in Section
4.6(a) hereof.

     "QUALIFIED SECURITIES" shall have the meaning set forth in Section 4.6(a)
hereof.

     "QUALIFIED TRANSFER" shall mean with respect to shares of Class B Common
Stock: (i) a Transfer (x) approved by a Majority of Disinterested Directors, (y)
to any Qualified Affiliate of the proposed transferor of Class B Common Stock
(so long as such holder of Class B Common Stock Transfers all but not less than
all of its outstanding shares of Class B Common Stock to such Qualified
Affiliate), or (z) subject to Section 5 of the Stockholders Agreement, by a
holder of Class B Common Stock to another holder of Class B Common Stock and
(ii) a bona fide pledge or hypothecation of Common Stock to an Institutional
Investor or a securities firm of national repute, provided the instrument
establishing such pledge or hypothecation provides that if the pledgee seeks to
foreclose upon the pledge or hypothecation or otherwise exercise Voting Power as
to such shares, the pledgee shall give the Corporation prior notice thereof.
Upon receipt of such notice by the Corporation (or the Corporation otherwise
becoming aware of such action), a Transfer of such Common Stock that is not a
Qualified Transfer shall be deemed to have occurred for purposes of this
Certificate including, without limitation, Section 6.1(d) hereof, as of the
earlier of (i) the date of such foreclosure or (ii) the exercise of Voting Power
as to such shares.





     "REINFORCED QUALIFIED CLASS B APPROVAL" shall mean the approval of
two-thirds of the series of Class B Common Stock that then have shares
outstanding whose Voting Power is determined in accordance with Section 5.1(c).
An approval of each such series shall be obtained by the holders of a majority
of the shares of such series (for example, if there are five outstanding series
of Class B Common Stock whose Voting Power is determined in accordance with
Section 5.1(c), the approval of the holders of a majority of the shares of four
series must be obtained to constitute a Reinforced Qualified Class B Approval).

     "RELATED PARTY" shall mean, with respect to any Person who is not an
individual, (i) a director, officer, employee of such Person, including with
respect to a director, any individual who is elected a director by such holder
of Class B Common Stock, or (ii) a partner, member or stockholder of such
Person, which partner, member or stockholder holds at least ten percent (10%) of
the Securities of such Person.

     "RESTATEMENT DATE" shall mean April 10, 2002.

     "SECTION 203" shall have the meaning set forth in Article XII hereof.

     "SECTION 351 TRANSACTION" shall mean a tax-free contribution of Class A LLC
Units and/or Class B LLC Units in Orbitz LLC to the Corporation in exchange for
Securities of the Corporation pursuant to Section 351 of the Code, and which
complies with the provisions of Section 9 of the Stockholders Agreement.

     "SECTION 368 REORGANIZATION" shall mean a transaction which is intended by
the parties to qualify as a "reorganization" within the meaning of Section 368
of the Code and which complies with the provisions of Section 8 of the
Stockholders Agreement.

     "SECURITIES" shall mean, with respect to: (a) any corporation, any of the
equity securities of such corporation and any obligations to purchase or
options, rights or warrants to acquire such equity securities, but excluding
debt instruments which are not convertible into or exchangeable for equity
securities; and (b) any partnership, limited liability company, association,
joint-stock company, trust, fund or any organized group or person whether
incorporated or not, any ownership interest or right or obligation to acquire
such ownership interest, whether or not evidenced by a written instrument, but
excluding debt instruments which are not convertible into or exchangeable for
such ownership instruments.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "SERIES B-AA COMMON STOCK" shall have the meaning set forth in Section
4.2(b) hereof.

     "SERIES B-AA DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.

     "SERIES B-CO COMMON STOCK" shall have the meaning set forth in Section
4.2(b) hereof.

     "SERIES B-CO DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.





     "SERIES B COMMON STOCK" shall have the meaning set forth in Section 4.2(b)
hereof.

     "SERIES B-DL COMMON STOCK" shall have the meaning set forth in Section 4.2
hereof.

     "SERIES B-DL DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.

     "SERIES B-NW COMMON STOCK" shall have the meaning set forth in Section
4.2(b) hereof.

     "SERIES B-NW DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.

     "SERIES B-UA COMMON STOCK" shall have the meaning set forth in Section
4.2(b) hereof.

     "SERIES B-UA DIRECTOR" shall have the meaning set forth in Section 7.1(a)
hereof.

     "STOCKHOLDERS AGREEMENT" shall mean that certain Amended and Restated
Stockholders Agreement dated as of the Restatement Date by and among the
Corporation, Orbitz LLC and the other signatories thereto, as amended from time
to time.

     "SUBSIDIARY" of any Person shall mean any Person of which a majority of the
Voting Securities are owned, directly or indirectly, by such Person.

     "TRANSFER" shall mean, with respect to assets or Securities (including,
without limitation, the Class A Common Stock, any series of Class B Common
Stock, Class C Common Stock, Preferred Stock, Class A LLC Units, Class B LLC
Units and Class C LLC Units), to issue, sell, assign, transfer, lease, Pledge or
dispose of, including by merger, consolidation, liquidation, dissolution,
dividend, distribution or otherwise, (i) such assets or Securities or (ii)
interests in any Person that holds the subject assets or Securities such that
such Person is no longer a Qualified Affiliate of the transferor, in each case,
whether made directly or indirectly, voluntarily or involuntarily, absolutely or
conditionally, or by operation of law or otherwise.

     "TRANSFER AGENT" shall have the meaning set forth in Section 6.1(b) hereof.

     "TRIGGER DATE" shall have the meaning set forth in Section 5.1(d) hereof.

     "TRIGGERING DEFAULT" shall mean the intentional and systematic breach by a
holder of Class B Common Stock or any of its Affiliates (a "BREACHING PARTY") of
any obligation under Sections 2.1(a) or 2.1(b) of the Charter Associate
Agreement, if such breach is not cured within forty-five (45) days following
written notice by the Board of Directors to such holder at its address specified
in the Corporation's stock ledger, identifying such breach, and following such
45th day (but in no event more than thirty (30) days after such 45th day), the
Board of Directors determines that such breach has not been cured. For purposes
of this definition, "cured" shall mean the discontinuation by the breaching
party of the actions or practice resulting in the noticed breach of its
obligations under Sections 2.1(a) and 2.1(b) of the Charter Associate Agreement
within forty-five (45) days of notice thereof, and shall not require remedy of
the historic breach.

     "TRIGGERING EVENT" shall have the meaning set forth in Section 5.1(d)
hereof.





     "UNANIMOUS CLASS B APPROVAL" shall mean the approval of the holders of each
series of Class B Common Stock that then has shares outstanding. An approval of
each such series shall be obtained by the holders of eighty-five percent (85%)
of the shares of such series.

     "UNANIMOUS QUALIFIED CLASS B APPROVAL" shall mean the approval of the
holders of each series of Class B Common Stock that then has shares outstanding
whose Voting Power is determined in accordance with Section 5.1(c) hereof. An
approval of each such series shall be obtained by the holders of a majority of
the shares of such series.

     "VOTING POWER" shall mean the power to direct, directly or indirectly (by
contract, arrangement or understanding), the vote of a Security.

     "VOTING SECURITIES" shall mean, with respect to a Person, all Securities of
such Person then outstanding and normally entitled to vote in the election of
directors or members of a similar governing body (irrespective of whether or not
at the time stock of any other class or classes shall have or might have Voting
Power by reason of the happening of any contingency).

                                   ARTICLE XVI

                                  INCORPORATOR


     The name and mailing address of the Sole Incorporator is as follows:




              NAME                             ADDRESS
              ----                             -------
                                            
              Deborah M. Reusch                P.O. Box 636
                                               Wilimington, DE 19899