<Page>

                                                             EXHIBIT 10.37(b)


                               AMENDMENT NO. 1 TO
                               EXCHANGE AGREEMENT

     This AMENDMENT NO. 1 TO EXCHANGE AGREEMENT (this "AMENDMENT"), is made and
entered into as of December 12, 2003, by and among Orbitz, Inc., a Delaware
corporation (the "CORPORATION"), Orbitz, LLC, a Delaware limited liability
company (the "OPERATING COMPANY"), American Airlines, Inc., a Delaware
corporation ("AMERICAN"), Continental Airlines, Inc., a Delaware corporation
("CONTINENTAL"), Omicron Reservations Management, Inc., a Delaware corporation
("DELTA"), Northwest Airlines, Inc., a Minnesota corporation ("NORTHWEST"), and
UAL Loyalty Services, Inc., a Delaware corporation ("UAL LOYALTY SERVICES"; and,
together with American, Continental, Delta and Northwest, the "AIRLINES").

     WHEREAS, the Corporation, the Operating Company and the Airlines are
parties to that certain Exchange Agreement, dated as of November 25, 2003 (the
"EXCHANGE AGREEMENT"); and

     WHEREAS, pursuant to Section 12(d) of the Exchange Agreement, the
Corporation, the Operating Company and the Airlines desire to amend the Exchange
Agreement as provided in this Amendment.

     NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:

1.   AMENDMENTS TO THE EXCHANGE AGREEMENT.

     1.1  The sixth "Whereas" clause in the Exchange Agreement is hereby amended
          to read in its entirety as follows:

          WHEREAS, in connection with the Public Offering, the Airlines desire
          to exchange (the "SERIES A PREFERRED EXCHANGE") certain of their Class
          A LLC Units, on a one-for-one basis, for Four Hundred Thirty Four
          Thousand Seven Hundred Eighty Two (434,782) shares of Non-Voting
          Convertible Preferred Stock;

     1.2  Section 1(b) of the Exchange Agreement is hereby amended to read in
          its entirety as follows:

          (b) SERIES A PREFERRED EXCHANGE. Subject to the satisfaction of the
          conditions set forth in this Agreement, at the Closing, the
          Corporation and each Airline agree to exchange Class A LLC Units, on a
          one-for-one basis, for the number of shares of Non-Voting Convertible
          Preferred Stock equal to the whole number of shares rounded to the
          nearest number of such

                                      -1-

<Page>



          Airline's Pro Rata Allotment (as such term is defined in Section 6(d)
          of the Corporation's Amended and Restated Stockholders Agreement,
          dated as of April 10, 2002, as amended (the "STOCKHOLDERS AGREEMENT")
          by and among the Corporation, the Operating Company and the Airlines)
          of Four Hundred Thirty Four Thousand Seven Hundred Eighty Two
          (434,782) shares of Non-Voting Convertible Preferred Stock.

2.   DEFINITIONS. Any capitalized terms used but not defined in this Amendment
shall have the meaning ascribed to such terms in the Exchange Agreement.

3.   LIMITED AMENDMENT. This Amendment is limited by its terms and does not and
shall not serve to amend or waive any provision of the Exchange Agreement except
as expressly provided for in this Amendment. The Exchange Agreement, as amended
by this Amendment, is hereby ratified and confirmed and shall continue in full
force and effect.

4.   COUNTERPARTS. This Amendment may be executed in one or more counterparts
(including by means of facsimile signature pages), each of which shall be
considered an original instrument, but all of which shall be considered one and
the same agreement, and shall become binding when one or more counterparts have
been signed by each of the parties hereto and delivered to each of the parties
hereto.

              [the remainder of this page intentionally left blank]



                                      -2-

<Page>


    IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1 to
Exchange Agreement as of the date first written above.

ORBITZ, INC.                             ORBITZ, LLC

By: /s/ JEFFREY G. KATZ                  By: /s/ JEFFREY G. KATZ
   ----------------------------             ---------------------------
   Name:  Jeffrey G. Katz                    Name:  Jeffrey G. Katz
   Title: President and                      Title: President and
          Chief Executive Officer                   Chief Executive Officer

                                          AMERICAN AIRLINES, INC.


                                          By: /s/ BEVERLY K. GOULET
                                             --------------------------
                                             Name:  Beverly K. Goulet
                                             Title: Vice President--
                                                    Corporate Development and
                                                    Treasurer


                                          CONTINENTAL AIRLINES, INC.

                                          By: /s/ JEFFERY A. SMISEK
                                             --------------------------
                                             Name:  Jeffery A. Smisek
                                             Title: Executive Vice President


                                          OMICRON RESERVATIONS
                                          MANAGEMENT, INC.


                                          By: /s/ VINCENT CAMINITI
                                             --------------------------
                                             Name:  Vincent Caminiti
                                             Title: President


                                          NORTHWEST AIRLINES, INC.

                                          By: /s/ J. TIMOTHY GRIFFIN
                                             --------------------------
                                             Name:  J. Timothy Griffin
                                             Title: Executive Vice
                                                    President Marketing and
                                                    Distribution


                                          UAL LOYALTY SERVICES, INC.


                                          By: /s/ DOUGLAS A. HACKER
                                             --------------------------
                                             Name:  Douglas A. Hacker
                                             Title: President


                                      -3-