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Official Contest Rules

NO PURCHASE NECESSARY TO ENTER, PLAY OR WIN. PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING. THIS IS A CONTEST OF SKILL. VOID IN ALASKA AND HAWAII.

1. TIMING AND ELIGIBILITY:

The Orbitz “Fill the Plane” Contest (the “Contest”) begins at 12:01 a.m. Central Time (“CT”) on July 30, 2008 and ends when the first 301-passenger team is validated as the Grand Prize winning Plane or 11:59 p.m. CT on August 20, 2008, whichever comes first (the “Promotion Period”).

Contest is restricted to individuals 21 years of age or older at time of entry who are legal residents of the 48 contiguous United States (includes the District of Columbia; does not include Alaska and Hawaii) and have a valid email address. Void in Alaska and Hawaii, and where prohibited by law. Employees and the children, siblings, parents, spouses, and legal wards of employees of Orbitz, LLC (“Orbitz” or “Sponsor”), GMR Marketing LLC (“GMR”), 15 Letters Inc, MediaHub, Brodeur Partners, Mullen Communications, Inc., Zocalo Group, Luxor® Hotel Las Vegas, The Westin Aruba Resort, Loews Royal Pacific Resort at Universal Orlando® Resort, and their respective parent companies, affiliates, subsidiaries, sales representatives, distributors, retailers and promotional and other vendor agencies involved in this Promotion (“Employees”) are not eligible. Individuals who reside in the same household with any Employees, whether related or not, are not eligible. Promotion is subject to all federal, state, and local laws and regulations. LIMIT ONE (1) REGISTRATION/ENTRY PER PERSON/VALID E-MAIL ADDRESS. CONTESTANTS MAY REGISTER AND BOARD ONLY ONE VIRTUAL PLANE AT ANY GIVEN TIME DURING THE PROMOTION.

2. HOW TO REGISTER:

To participate, you must first be a registered member of Orbitz.com. Enrollment is free and there are no further involuntary obligations. Registration details can be found at www.orbitz.com. Once enrolled as an Orbitz.com member, there are two (2) ways to participate in the Contest, either as a “Pilot” (originator of a virtual plane and its leader) or as an invited “Passenger” (participating passenger of a virtual plane). Participation as either a Pilot or Passenger will require that you set up a password during the initial registration process. You will need to enter your e-mail and password each time you log-on to the promotional site. To register as a Pilot, visit www.Orbitz.com/FillThePlane at any time during the Promotion Period. In the initial set-up, you will be required to provide your full legal name (no nicknames), street address (no P.O. boxes accepted), city/state/zip, day and evening phone, e-mail address and birth date, as well as create your Contest password that will allow you access to the site throughout the Promotion Period. A profile will be created from your registration information that will display your first name, the initial of your last name, and the city and state in which you are located, and will appear on the Plane seat map. If required fields are not filled out or information is inconsistent with the rules of the contest (for example, under 21 years of age), an error message will appear. Once you are registered as a Pilot, you will be able to create and customize your virtual Plane (“Plane”), including naming it, and selecting the exterior style. Upon completion, you will be able to begin inviting other Passengers to join your Plane (see “How to Play” section below). Pilots will be able to check the status of their Plane, including percentage full, names of Passengers and destination vote results. To register as a Passenger, you must first be invited by a Pilot or Passenger during the Promotion Period. Once you are invited, you will be required to register by providing your full legal name (no nicknames), street address (no P.O. boxes accepted), city/state/zip, day and evening phone, e-mail address and birth date, as well as create a password. A profile will be created from your registration information that will display your first name, the initial of your last name, and the city and state in which you are located, and will appear in the Plane seat map. ONLY THOSE INDIVIDUALS WHO ARE INVITED BY A PILOT OR PASSENGER TO JOIN AN EXISTING PLANE WILL BE ABLE TO CONTINUE. Once you have joined a Plane as a participating Passenger, you will be able to invite other friends and family members to join you as Passengers.

Use of any automated entry software is prohibited. Orbitz, GMR, 15 Letters Inc, MediaHub, Brodeur Partners, Mullen Communications, Inc., Zocalo Group, Luxor® Hotel Las Vegas, The Westin Aruba Resort, Loews Royal Pacific Resort at Universal Orlando® Resort, and their respective parent companies, affiliates, subsidiaries, service agencies, independent contractors, and the officers, directors, employees, agents, and representatives of the above organizations (the “Released Parties”) assume no responsibility for incorrect or inaccurate entry information, human error or technical malfunctions, lost/delayed data transmission, omission, interruption, deletion, defect, line failures of any computer equipment or software, or any combination thereof, or for lost, late, misdirected, or incomplete entries.

3. HOW TO PLAY/CONTEST STRUCTURE:

The objective of the Contest is to be the first team to collectively fill a virtual Plane with 301 Passengers (including Pilot) with a travel destination that is agreed upon by at least 80% of the contestants. The Contest is viral in nature and is a race against other contestants’ Planes. While playing, both Pilot and Passengers will be required to indicate which of the following destinations they would like to travel to as a group: Las Vegas, NV; Orlando, FL or Aruba. The first Plane to be fully occupied (301 passengers, including Pilot) with a minimum of 80% consensus on a destination (i.e. at least 241 individuals choosing same destination) will be declared the potential winning Plane (see “Winner Notification and Verification Process” section below). The Grand Prize, awarded to each eligible contestant who is a member of the potential winning Plane, is a trip to the chosen destination (see “Grand Prize and Approximate Retail Value” section below).

Upon successful completion of the registration process outlined above, both Pilot and Passengers may begin inviting additional Passengers by sending an e-mail invitation to friends and family to join their Plane. The e-mail invitation can only be sent through the Fill the Plane site. The invitation link can be found on the site. EACH PILOT AND PASSENGER IS ALLOWED A MAXIMUM OF TWO (2) INVITATIONS TO FRIENDS/FAMILY PER DAY; PARTICIPANTS MAY PLAY DAILY. Pilots and Passengers will be able to track the progress of their Plane by viewing the seating diagram of their Plane (but not other Planes) throughout the Promotion Period. Passengers may switch from one Pilot’s Plane to another through invitations from Pilots or Passengers of other Planes. Passengers may start their own Plane as Pilot, but once registered as a Pilot, they cannot return to Passenger status. Pilots cannot switch to another Plane or to Passenger status once they have registered as a Pilot. Pilots and Passengers will be identified as such throughout the Promotion Period.

4. ADDITIONAL TERMS:

PASSPORT FOR TRAVEL: If the travel destination selected by the Pilot and Passengers is Aruba, participant will need a valid U.S. Passport to travel. The Passport must already be in the possession of the potential winners as of August 15, 2008, and valid for travel through the applicable travel dates. The travel dates and Passport requirements should be considered if selecting the Aruba destination as the prize. FIRST-CLASS SEAT UPGRADES: In order to motivate friends and family to join their Plane, registered Pilots will have the opportunity to offer up to 20 First Class seats on their Plane. Pilots will receive further instruction and prompts on the promotional web site on how to offer this incentive. The invitation for First Class upgrade will be at the discretion of the Pilot. If the Pilot’s Plane wins, those who received the First Class upgrade will win a seat upgrade to First Class on the prize trip (subject to availability and restrictions). MESSAGE BOARDS: The Pilot and Passengers of a registered Plane will have an opportunity to post messages for viewing by other Passengers throughout the Promotion Period. The message board will be accessible within the promotional site, and is available for viewing only to those individuals who are registered with a specific Plane. The message boards are designed for participants to motivate others to agree to a destination, encourage others to act quickly to fill a Plane and offer other tips and contest-related messaging. Orbitz and its affiliates are not responsible for offensive language and all messages should be consistent with the spirit of the promotion and Orbitz’ reputation in the marketplace. Pilots may remove messages at their sole discretion. PROFILE PHOTO FOR SEAT MAP: The Pilot and Passengers of a registered Plane will have an opportunity to upload a photo for viewing in the seat map by other Passengers on their Plane throughout the Promotion Period. The seat map is available for viewing only to those individuals who are registered with a specific Plane. Orbitz and its affiliates are not responsible for offensive images and all photography should be consistent with the spirit of the promotion and Orbitz’ reputation in the marketplace.

5. GRAND PRIZES AND APPROXIMATE RETAIL VALUE:

Up to 301 Grand Prizes (one Pilot and 300 Passengers) will be awarded in the Contest, pending verification of each potential winner. Each prize is for one (1) person only; entrants who hope to travel together must register for the same Plane. Grand Prize is a trip for a verified participant on the winning Plane to the destination agreed-upon by at least 80% of participants on the winning Plane (Pilot and Passengers). Available destinations are Las Vegas, NV; Orlando, FL and Aruba. Hotels in each location include The Luxor Las Vegas, Loews Royal Pacific Resort at Universal Orlando® Resort and The Westin Aruba Resort in Palm Beach, Aruba, respectively. Whatever the destination, all winners will travel from an airport in or near their hometown (airport selected at the discretion of the Sponsor) on or about the same departure and arrival dates to the agreed-upon destination. The Pilot’s Grand Prize trip package includes round-trip, first-class airfare from a major airport near the winner’s hometown selected at the sole discretion of the Sponsor; 3-nights hotel accommodations at a premier hotel/resort property selected by the Sponsor (hotel suite; does not include meals, room service, tips or other incidentals), ground transfers from destination airport to the hotel and a $250 Visa card to cover incidentals and meals. Total approximate retail value (“ARV”) for the Pilot Grand Prize is $4,000. The winning Passenger’s Grand Prize trip package includes round-trip, coach class airfare from a major airport near the winner’s hometown selected at the sole discretion of the Sponsor; 3-nights hotel accommodations at a premier hotel/resort property selected by the Sponsor (single or double occupancy room, winners may be required to room with others at the discretion of the Sponsor, based on room availability) does not include meals, room service, tips or other incidentals) and ground transfers from destination airport to the hotel and a $250 Visa card to cover incidentals and meals. ARV for the Passenger Grand Prize trip package is $1,850. Passengers identified/invited by the Pilot and confirmed by the Sponsor as one of the 20 First Class Passengers on the winning Plane will receive a first-class upgrade on their flights. All other arrangements will be the same as the Passenger Grand Prize trip package. ARV: $2,500. Actual value of each prize will vary based on the point of origination and airport fluctuation. If the actual prize value is less than stated, the difference will not be awarded in cash, and no such claims will be honored. Travel route, hotel accommodations and all elements of the prize will be arranged by the Sponsor in its sole discretion. All winners are solely responsible for meals, souvenirs, taxes, gratuities, other ground transportation and other expenses not expressly specified herein. Travel dates are tentatively scheduled as follows: Orlando (November 14-17, 2008); Las Vegas (December 14-17, 2008) and Aruba (September 19 – 22, 2008), and are subject to change. Winners will be advised of potential changes to the trip itinerary, including flight and hotel changes, in advance of the trip. If the prize winner is unable to complete trip on dates determined by Sponsor, the winner will forfeit his/her prize in its entirety. Sponsor will comply with all tax-reporting obligations. All potential winners, including Pilots, Passengers and First Class Passengers, will be responsible for all federal, state, local or other tax obligations related to their prize (see “Tax Reporting” section below). Prize consists only of items listed as part of the prize, and may not be used or redeemed in conjunction with any other promotion or offer. Prize is not transferable, except in Sponsor’s sole discretion. Certain conditions and restrictions may apply. Sponsor reserves the right to substitute a prize of equal or greater value.

6. WINNER NOTIFICATION AND VERIFICATION PROCESS:

When a Plane reaches 301-person occupancy and at least an 80% agreement by passengers on the travel destination, the members of that Plane will be identified as the potential winning Plane, subject to verification. If there is no winning Plane by 11:59 p.m. CT on August 20, 2008, the Plane with the highest number of passengers on that date will be identified and confirmed as the winning Plane. If there is a tie for the lead on August 20, 2008 (for example, multiple Planes have 225 Passengers), the Plane with the highest percentage for an agreed-upon travel destination will be declared the potential winner. Once a Plane is designated as a potential winner, each member of the Plane (“Pilot” and “Passengers”) will be contacted via phone to screen and confirm his/her eligibility, including name/address, age, employer, willingness to accept tax liability, and any other information that will affect his/her winning status. Each individual that is contacted by phone will have 72 hours (business days only) to respond from the first day of contact (including voicemail) (“Response Period”). Failure to meet that deadline may result in forfeiture of the prize for the entire Plane. If at least 241 Plane members are confirmed eligible through their responses during the Response Period, the Plane will be declared the official winner. If fewer than 241 members are confirmed during the Response Period (whether because ineligible or through failure to respond in a timely fashion), the Plane will be ruled ineligible and promotion will continue until another Plane is validated as the winner or the deadline expires, whichever occurs first. All existing teams of Planes will be allowed to continue to play during the winner verification process, until a winning Plane is validated. A message advising participants that the Sponsor has entered into a validation mode will be displayed on the promotional web site, to alert all logged-in participants that a Plane has been filled and is being verified. Once a Plane is declared as the winner (approximately four days from the start of the verification process), the promotion will officially end and the winner will be announced on the site.

7. WINNER DOCUMENTS:

After the winning Plane has been declared, each Pilot and Passenger of the potential winning Plane will be required to execute an Affidavit of Eligibility, mutually-agreeable Release of Liability, Publicity Release and necessary tax forms in order to claim their prize. Documents will be forwarded to potential winners approximately three (3) business days from the date the winning Plane was validated. Potential winners must sign and return all documents within seven (7) business days, or the individual winner’s prize (not the entire plane) will be forfeited in its entirety. Sponsor will provide a FedEx number to facilitate the return of all documents within the allotted time.

1. Publicity Release: Except where prohibited, acceptance of prize by winner constitutes winner’s consent that his/her name, likeness, voice, and/or biographical data may be used for advertising and promotional purposes without limitation and without additional notice, compensation, or consent.

8. TAX REPORTING AND LIABILITY:

Sponsor will comply with all tax-reporting obligations. NOTE THAT EACH MEMBER OF A WINNING PLANE, INCLUDING BOTH PILOT AND EACH PASSENGER, IS CONSIDERED A WINNER, AND WILL BE INDIVIDUALLY RESPONSIBLE FOR ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE PRIZE. A valid Social Security number will be required from winner when redeeming a prize. A 1099 tax form will be issued to all winners along with the other required documents referenced above.

9. ELECTRONIC REGISTRATION:

This Contest is intended for viewing in the United States only and shall be construed and evaluated only according to U.S. law. Do not enter this Contest if you are not a resident of the United States. If for any reason the electronic portion of the program is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures or any other cause beyond the control of Sponsor which corrupt or affect the administration, security, fairness, integrity, or proper conduct of the Contest, Sponsor reserves the right at its sole discretion to disqualify any individual who tampers with the entry process and to cancel, terminate, modify, or suspend the Contest. Each entry must be manually key-stroked and manually entered by the individual participant. Repetitive automated electronic submission of entries is specifically prohibited, and any such entries will be disqualified. Multiple accounts set up for multiple entries will be disqualified. Entries made on the Contest web site will be deemed made by the authorized account holder or user of the email address submitted at the time of entry. In the event of a dispute, the potential winner may be required to provide proof that he or she is the authorized account holder or user of the identified email account, and Sponsor’s decision will be final. “Authorized account holder or user” is defined as the natural person who is assigned to an email address by an Internet access provider or has permission of the assignee to use the account. The Released Parties assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, entries, including any error that may result in an erroneous appearance of qualification of prize. The Released Parties are not responsible for any problem or technical malfunction of any telephone network or lines, computer online systems, servers or provider, computer equipment, software, failure of any email or entry to be received by Sponsor due to technical problem or traffic, congestion on the internet or at any Web site, or any combination thereof, including any injury or damage to participant’s or any other person’s computer related to or resulting from participation or downloading any materials in this Contest. WARNING: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGE FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

10. BY ENTERING,

entrant agrees to accept and abide by the rules of this Contest. All decisions by Sponsor or GMR regarding this Contest are final. By participating, entrant acknowledges and agrees that he/she has read, consented to and complied with, and will be bound by, these Official Rules. By participating in the Contest, entrant agrees to hold harmless the Released Parties from any injury, loss, or damage to person, including death or property, due in-whole or in-part, directly or indirectly, to the acceptance or use/misuse of a prize, participation in any Contest-related activity or participation in the Contest. The Released Parties are not responsible for any typographical, electronic, or other errors in the offering of this Contest, administration of the Contest, or announcement of prizes, including such errors as may erroneously result in notification that a prize has been won. Entrants further agree that in the event of any third party claims, damages, losses, or injuries or death arising from or relating to this Contest, and/or entrants’ use of any prize, entrants will indemnify each of the Released Parties from any and all such claims, including the attorneys’ fees related thereto.

In no event will more prizes be awarded than the number of prizes listed in these Official Rules. If erroneous prize notifications result in claims from more entrants than there are prizes available, Sponsor reserves the right to award the available prizes in a random drawing from among all claimants. In the event Sponsor is prevented from continuing with this Contest, or the integrity and/or feasibility of the Contest is undermined by any event, including but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, or any federal, state, or local government law, order or regulation, order of any court or jurisdiction, or by other cause not reasonably within the Sponsor’s control (each a “Force Majeure” event or occurrence), Sponsor shall have the right, in its discretion, to abbreviate, modify, suspend, cancel, or terminate the Contest without further obligation. If Sponsor, in its sole discretion, elects to abbreviate the Contest as a result of a Force Majeure event or any other event that compromises the intended play of the Contest, Sponsor reserves the right, but not the obligation, to award the prize from among all valid and eligible entries received up to the time of such Force Majeure event. All entries are the property of Sponsor and are not returnable.

11. CONDITIONS OF PARTICIPATION:

As a condition of participation, entrants agree that: (i) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waive all rights to claim, punitive, incidental, consequential, or any other damages, other than for actual out of pocket expenses, if any, (ii) all causes of action arising out of or connected with this Contest, or any compensation or credit to be provided, shall be resolved individually, without resort to any form of class action; and (iii) any and all claims, judgments, and award shall be limited to actual out of pocket costs incurred, if any, and in no event shall entrant be entitled to receive attorneys’ fees or other legal costs. This Contest shall be governed by Illinois substantive and procedural law, without giving effect to any choice of law or conflicts of laws rules or provisions (whether of the State of Illinois or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the State of Illinois. By participating in this Contest, entrant irrevocably consents that Illinois courts shall have personal jurisdiction over any dispute or litigation arising from or relating to this Contest, and that venue shall only be in the federal or state courts of Illinois. All federal, state, and local laws and regulations apply.

12. DATA COLLECTION:

Information submitted hereunder will be treated in accordance with these Official Rules and Sponsor’s Privacy Policy (as may be amended from time to time); provided, that in the event of any conflict between these Official Rules and such Privacy Policy, the terms and conditions of these Official Rules shall prevail.

13. WINNER LIST:

For the names of the winning Plane members, send a self-addressed, stamped envelope postmarked by October 31, 2008 to Orbitz “Fill the Plane” Contest Winners List, 5000 South Towne Drive, New Berlin, WI 53151.

SPONSOR: Orbitz, LLC, 500 West Madison Street, Suite 1000, Chicago, IL 60661.PROMOTION ADMINISTRATORS: GMR Marketing LLC, 5000 South Towne Drive, New Berlin, WI 53151 and 15 Letters Inc, 855 West Blackhawk, Suite 304, Chicago, IL 60642. .

© 2008 Orbitz, LLC, 500 West Madison Street, Suite 1000, Chicago, IL 60661. All rights reserved.