Edition: Execution Copy 

DATED 11TH DECEMBER 2012 

(1) VIRGIN ATLANTIC AIRWAYS LIMITED 

-and -

(2) DELTA AIR LINES, INC. 

CODE SHARING AGREEMENT 
CONTENTS 

1. DEFINITIONS 

2. CODE SHARING AND ANCILLARY CO-OPERATION 

3. INVENTORY CONTROL AND PRICING 

4. MARKETING AND PRODUCT DISPLAY 

5. TRAFFIC DOCUMENT ISSUANCE 

6. SETILEMENT AND PRORATION ON CODE SHARED FLIGHTS 

7. PASSENGER RESERVATIONS 

8. DELAY, CANCELLATION AND DENIED BOARDING 

9. BAGGAGE 

10. AIRPORTS 

11. TRAINING 

12. SECURITY AND EMERGENCY PLANNING 

13. MAINTENANCE AND OPERATIONS 

14. FREE AND REDUCED RATE TRANSPORTATION 

15. TRADEMARKS 

16. CONDITIONS TO EFFECTIVENESS 

17. GOVERNMENTAL APPROVALS 

18. DURATION 

19. TERMINATION 

20. INDEMNIFICATION 

21. EXCLUSION OF CONSEQUENTIAL DAMAGE 

22. INSURANCE 

23. TAXES 

24. FORCE MAJEURE 

25. CONFIDENTIALITY 

26. DATA PROTECTION 
27. MISCELLANEOUS 

28. ASSIGNMENT 

29. AMENDMENTS/WAIVER 

30. SEVERABI LlTY 

31. DESIGNATED REPRESENTATIVE OF THE PARTIES 

32. NOTICES 

33. OPERATIONAL SAFETY; OVERFLIGHTS OF RESTRICTED AIRSPACE; PROHIBITED AIRPORTS 

34. FAMILY ASSISTANCE 

35. RELATIONSHIP OF THE PARTIES 

36. THIRD PARTIES 

37. ENTIRE AGREEMENT 

38. FURTHER ASSURANCE 

39. GOVERNING LAW 

40. INADEQUACY OF DAMAGES 

SCHEDULE 1- CODE-SHARED ROUTES 

SCHEDULE 2 - INVENTORY ACCESS; PRICING; PAYMENT 

SCHEDULE 3 - RESTRICTED AIRSPACE 
Edition: Execution Copy 

THIS AGREEMENT is made the 11th day of December, 2012. 

BETWEEN 

(1) DELTA AIR LINES, INC. a corporation incorporated under the laws of Delaware and whose 

registered office is at 1030 Delta Boulevard, Atlanta, Georgia, 30354, USA ("DL") 

(2) VIRGIN ATLANTIC AIRWAYS LIMITED a company incorporated under the laws of England 

(Company Number 1600117) and whose registered office is at The Office, Manor Royal, 

Crawley RH10 gNU, England ("VS") 

WHEREAS 

Contemporaneously with the execution of this Agreement, DL and VS are entering into a Joint 

Venture Agreement (the "JVA") with respect to commercial cooperation on routes between the 

United Kingdom and North America. 

VS and DL agree to establish a code share arrangement, pursuant to which DL is to be permitted to 

use the VS flight designator code on certain DL operated flights in conjunction with DL's flight 

designator code and VS is to be permitted to place DL's flight designator code on certain VS operated 

flights in conjunction with VS' flight designator code. 

1. DEFINITIONS 

1.1 The following terms will have the following meanings:-

"Airline Guides" 

"Applicable Law" 

/I Assessment" 

11 Busi ness Day" 

means the printed and electronic data versions 

of the "Official Airline Guide" and the "ABC 

World Airlines Guide" and their respective 

successors or other printed or electronic data 

airline industry guides as may be agreed. 

means all applicable laws of any jurisdiction 

(including any amendments as may be made 

from time to time) including securities laws, tax 

laws, tariff and trade laws, ordinances, 

judgments, decrees, injunctions, writs, and 

orders or like actions of any Competent 

Authority and the rules, regulations, orders, 

interpretations, licenses and permits of any 

Competent Authority. 

shall have the meaning specified in Clause 23.7 

of this Agreement. 

means any day other than a Saturday, Sunday 

or other day on which banking institutions in 

London, England or Atlanta, Georgia are 

required by law, custom, or by applicable rule 

or regulation of a Competent Authority, to be 

closed. 
"Claim" shall have the meaning set forth in Clause 20.1 

of this Agreement. 

"Code" or "Codes" means the two or three character airline 

designator code allocated to each Party by lATA 

(currently "DL" for DL and "VS" for VS) which, 

when prefixed to particular letters or numbers 

constitutes a reference used to identify a 

particular flight (known generally as a flight 

number). 

"Code Share" & "Code Sharing" means placing by the Marketing Carrier of its 

Code on the services of the Operating Carrier. 

"Code Shared Flight(s)" means those flights of either Party on any Code 

Shared Route(s). 

"Code Shared Routes" means those routes between city pairs as set 

out in Schedule 1. 

"Code Shared Passenger" means a passenger travelling on a Code Shared 

Flight using a Marketing Carrier Ticket. 

"Competent Authority" means any supranational, national, local or 

municipal government body, agency, court, 

department, official or public or statutory 

person having jurisdiction over this Agreement 

or either of the Parties. 

"Conditions of Carriage" means those terms, conditions, tariffs and rules 

of carriage of a Party that govern the transport 

of passengers and their baggage travelling on 

tickets showing such Party's Code in the carrier 

box of the passenger flight coupon or e-ticket. 

"Confidential Information" shall have the meaning given in the JVA. 

"CRS" means a computerised reservations system 

owned or operated by any entity, including a 

Party, that contains information about 

commercial airline schedules, passenger fares, 

passenger tariff rules, and flight availability that 

is made available to travel agents, and other 

non-airline entities to facilitate their ability to 

make reservations and issue tickets. 

"Delta Connection Carrier" means Chautauqua Airlines, Inc., Compass 

Airlines, Inc., ExpressJet Airlines, Inc., GoJet 

Airlines, Inc., Pinnacle Airlines, Inc., SkyWest 
"Designated Party" 

"Effective Date" 

"Force Majeurell 

"Governmental Approvals" 

"lATA" 

"lATA Scheduling Season" 

"Implementing Agreement" 

Airlines, Inc., and Shuttle America Corporation. 

means the Party whose Code and flight number 

appear on the coupon or e-ticket held by the 

relevant passenger for the Code Shared Flight. 

means such date on which the conditions to 

implementation set forth in Section 16 are 

satisfied or waived. 

shall have the meaning given to such term in 

the JVA. 

means all orders, permits, licenses, 

registrations, waivers, authorisations, 

exemptions, confirmations and approvals of 

any Competent Authority which are necessary 

or are reasonably considered by either Party to 

be material and appropriate to be obtained in 

connection with this Agreement and the 

transactions contemplated hereby. 

means the International Air Transportation 

Association. 

means either of the Northern Hemisphere 

Summer and Winter seasons where Summer 

begins on the date of DST introduction in EC 

countries and Winter starts on the last Sunday 

in October. 

shall have the meaning given to such term in 

the JVA. 

"Implementing Agreement shall have the meaning given to such term in 

Commencement Date" the JVA. 

"JVA Implementation Date" 

"Lounge Agreement" 

"Marketing Carrier" 

shall have the meaning given in the Recitals. 

shall have the meaning given to the term 

Implementation Date in the JVA. 

shall have the meaning given to such term in 

the JVA. 

means the carrier (whether DL or VS) whose 

Code is shown in the carrier code box of a 

passenger's flight coupon for a particular flight, 

but which is not the Operating Carrier. 
"Marketing Carrier Review" 

"Marketing Carrier Ticket" 

"Material Default" 

"Operating Carrier" 

"Other Party" 

"Payerll and "Payee" 

"Party" and "Parties!! 

"Procedures Manual" 

"Reservations Systems" 

shall have the meaning given to it in Clause 

13.1. 

means any ticket for a Code Shared Flight, 

including those issued by a third party, showing 

the Marketing Carrier's Code in the carrier box 

of the passenger's flight coupon. 

includes copyright, logos, trademarks, trade 

names, service marks, symbols and corporate 

identifiers of a Party. 

means a Party's failure to perform or observe 

any provision of this Agreement which, 

individually or collectively with any other such 

failure by such Party under the terms of this 

Agreement, materially and adversely affects 

the collective benefits to the Other Party under 

this Agreement, the JVA and the other 

agreements contemplated by the JVA 

considered as a whole over the remaining term 

of this Agreement. 

means the carrier (whether DL or VS) having 

operational control of the aircraft on a 

Codeshare Flight. 

means DL or VS as the case may be. 

shall have the meaning set forth in Clause 23.5 

of this Agreement. 

shall have the meaning specified at the 

beginning of this Agreement. 

means the manual agreed by the Parties 

marked "DL/VS Code Sharing Procedures 

Manual", as amended from time to time by 

mutual agreement ofthe Parties. 

means the internal computerised airline 

passenger reservations system used by the 

personnel of an airline or any other authorised 

non-airline or handling personnel that contains 

information about flight schedules, fares, 

passenger tariff rules, conditions of carriage, 

and flight availability of that airline and other 

airlines, and provides the ability to make 

reservations and issue tickets. 
"Special Prorate Agreement" 

HTaxesll 

"Ticketing Carrier" 

means the special prorate agreement entered 

into on or about the date hereof by VS and the 

DL, or any successor agreement thereto. 

shall have the meaning set forth in Clause 23.2 

of this Agreement. 

means a Party or a third party, as the case may 

be, whose traffic documents are used to issue a 

ticket. 

1.2 Industry terms used, but not defined, in this Agreement shall have the meaning or 

meanings, where applicable, consistent with the "lATA Interline Traffic Agreement -

Passenger" set forth in lATA Resolution 780 - Attachment A (the "lATA Interline Traffic 

Agreement") and other lATA publications. International industry procedures and 

agreements relating to the interlining of passengers and baggage, including those in the 

lATA Interline Traffic Agreement, shall apply except where inconsistent or in conflict with 

the terms of this Agreement (in which case the terms of this Agreement shall govern) or as 

otherwise specified herein. 

2. CODE SHARING AND ANCILLARY CO-OPERATION 

2.1 Subject to clause 2.2: 

2.1.1 from and after the Effective Date, each Party shall Code Share on the Code Shared 

Flights operated by the Other Party specified in Schedule 1, Paragraph 2. In addition the 

Parties may mutually agree in writing to Code Share on any additional route operated by 

either Party; 

2.1.2 as and when the JVA Implementation Date is effected, each Party shall Code Share 

on Code Shared Flights operated by the Other Party in the manner specified in Schedule 1, 

Paragraph 3. 

2.2 VS shall not be required to Code Share to the extent it is restricted from doing so by the 

terms of its licensing agreement with Virgin America Inc. as exist from time to time. 

2.3 The Operating Carrier shall provide the same standard of in-flight services to Code Shared 

Passengers as it provides to its own passengers travelling in the same class of service on 

Code Shared Flights. 

2.4 Subject to the Lounge Agreement (to the extent it remains in full force and effect), the 

provisions of which shall prevail over this clause 2.4, the Operating Carrier shall provide 

Code Shared Passengers with access to Operating Carrier airport lounges on the same basis 

as the Operating Carrier provides access to its own passengers travelling on Code Shared 

Flights. 

2.5 As far in advance of the Effective Date as practicable, each Party shall provide co-ordinated 

passenger reservations and booking facilities for all Code Shared Flights in accordance with 

the procedures and policies detailed in the Procedures Manual. 
2.6 In relation to feed-in between international and domestic Code Shares Flights, the Parties 

shall use commercially reasonable efforts to maximise customer convenience and service by 

coordinating their schedules in relation to such Code Shares Flights to minimise the waiting 

time of passengers who are connecting to or from such Code Shared Flights; provided that, 

except as otherwise specified in this Agreement, neither Party shall be obliged to operate a 

specific flight or schedule and each Party shall retain the absolute right to determine its final 

schedules. 

2.7 Notwithstanding clause 2.5 above, DL and VS shall use their commercially reasonable efforts 

to reduce Minimum Connecting Times between DL flights and VS flights and vice versa at all 

DL/VS connecting points to the lowest level possible operationally. 

2.8 Each party shall implement this Agreement in accordance with the procedures specified in 

Schedule 2 and the Procedures Manual (such procedures shall deal with, inter alia coordinating schedules, customer service procedures, flight display in CRSs and Reservation 

Systems, seat inventory access, and an automated interface between the Reservations 

Systems of the Parties). 

2.9 Each Party, to the extent reasonably possible, will notify the other of any change to 

schedules for Code Shared Flights in writing (including electronic or telegraphic interfaces) 

immediately after such changes being published and in accordance with the procedures set 

forth in the Procedures Manual. 

2.10 In the event of any conflict or inconsistency between this Agreement and the Procedures 

Manual, the terms of this Agreement shall govern. 

2.11 The Code Shared Flights shall be identified by each Party's Code and Flight numbers in both 

directions. Each Party shall use its own Code and Flight numbers in all publications (in 

accordance with the provisions of the Agreement) and on tickets and other traffic 

documents. 

2.12 To facilitate meeting minimum secure standards in implementing this Agreement, the 

Parties may form a joint quality monitoring group to determine minimum secure 

requirements and customer expectations for the Code Shares Flights on an ongoing basis. 

2.13 The Operating Party shall have the right in its sole discretion to cease operating flights on 

any routes and shall give the Marketing Party 30 days' prior written notice of such cessation 

(save that to the extent this provision conflicts with the JVA, the JVA shall prevail). 

3. INVENTORY CONTROL AND PRICING 

The Marketing Carrier shall have access to the Operating Carrier's inventory through 

available CRS inventory (free sell environment) used by both Parties for the purposes of 

permitting the sale of inventory on the Code Shared Flight in accordance with Schedule 2. 

4. MARKETING AND PRODUCT DISPLAY 

4.1 Each Party covenants that its respective advertising and promotions regarding Code Shared 

Flights shall be in compliance with Applicable Laws. 
4.2 The Marketing Carrier shall disclose to consumers, travel agents and others selling Code 

Shared Flights through industry-approved schedule and selling mechanisms (as defined in 

the Procedures Manual) as well as through advertising disclosures that each Code Shared 

Flight is a flight of and operated by the Operating Carrier. Such disclosure shall, where 

reasonably possible, be given: 

4.2.1 before a reservation is made and, if such disclosure 

is not reasonably possible, at the earliest 

reasonable opportunity before the passenger 

arrives at an airport of departure for a Code Shared 

Flight; 

4.2.2 at a relevant advertising point-of-sale for a Code 

Shared Flight; and 

4.2.3 during the in-flight announcements on a Code 

Shared Flight. 

4.3 Each Party shall include the Code Shared Flights in all published listings of industry schedules 

published after the commencement of this Agreement in which such Party participates. In 

respect of industry schedules published before this Agreement each Party shall, where 

reasonably practicable, effect such updates as are necessary to amend such pre published 

material, including Airline Guides, CRS's and Reservations Systems of the Parties and other 

DLs with which each Party exchanges interline reservations and traffic. Each Party will use 

commercially reasonable efforts to assure simultaneous display in various distribution 

media, including CRS's, of all Code Shared Flights and their respective schedules. 

4.4 The Marketing Carrier shall show the Code Shared Flights, to the extent permitted by 

Applicable Law, in Airline Guides, CRS's and Reservations Systems under the Marketing 

Carrier's Code. Any costs incurred for the publication of Code Shared Flights or connections 

to and from such flights in the Airline Guides, CRS's and Reservation Systems shall be borne 

by the Party whose Code is displayed on such published flight. 

4.5 All displays, passenger service enhancements and other Reservations Systems capabilities 

that each Party is obliged by this Agreement to provide for the benefit of the Other Party 

shall be provided to a standard which is no lower in value or quality than the Reservations 

System used by each Party for its own passengers. 

5. TRAFFIC DOCUMENT ISSUANCE 

5.1 Each Party will issue to its passengers, and, where applicable, its shippers, its own standard 

system-wide traffic documents (tickets, air waybills, Conditions of Carriage and related 

notices) which shall conform to all Applicable Law. The passenger traffic documents and, if 

legally required, the tariffs of the Parties shall provide that carriage is at all times subject to 

the Convention for the Unification of Certain Rules Relating to International Carriage by Air, 

signed at Warsaw, October 12, 1929, or said Convention as amended at the Hague, 

September 26, 1955, as such is amended from time to time or the Convention for the 

Unification of Certain Rules for International Carriage by Air, signed at Montreal, May 28, 

1999, as any of those instruments has been, or is, amended from time to time; and 
5.2 Upon request, each Party will provide the other with a copy of its traffic documents, 

applicable Conditions of Carriage and tariffs for services sold on the Code Shared Flights. 

5.3 The Code Shared Passenger's contract of carriage will be with the Marketing Carrier. The 

Marketing Carrier shall ensure that its conditions of contract and Conditions of Carriage 

form part of such contract. The Operating Carrier shall be entitled to conduct Code Shared 

Flights in accordance with its Conditions of Carriage and the Marketing Carrier shall ensure 

that its Conditions of Carriage incorporate, by reference, the Operating Carrier's Conditions 

of Carriage into contracts of carriage it enters with Code Shared Passengers. 

5.4 Acting reasonably, the Parties shall consider how to manage any differences between their 

respective Conditions of Carriage for Code Shared Flights to the extent permissible by law, 

recognising that such flights need to be provided in as seamless manner as reasonably 

possible. 

6. SETILEMENT AND PRORATION ON CODE SHARED FLIGHTS 

6.1 Tickets for Code Shared Flights may be issued by either Party, or third parties with whom the 

Parties from time to time have interline traffic agreements, in the same manner as for any 

other flight of the Marketing Carrier or Operating Carrier. 

6.2 Acceptance of tickets used in connection with Code Shared Flights and ticket revenue 

settlements between the Parties shall be governed by the procedures set out in the lATA 

publication entitled "lATA Multilateral Interline Traffic Agreement-Passengers", except as 

specifically set forth in Schedule 2. 

7. PASSENGER RESERVATIONS 

The conditions, actions, and translations required for an automated interface between the 

Reservations Systems of the Parties that include, among other things, passenger bookings, 

cancellations, and special service requests, will be implemented by the Parties according to 

the procedures set out in the Procedures Manual and maintained for the duration of this 

Agreement. 

8. DELAY, CANCELLATION AND DENIED BOARDING 

8.1 The Operating Carrier shall supply to the Marketing Carrier and its agent, if any, in a 

timely and prompt manner with all relevant information concerning flight delay, 

cancellation or irregularity in relation to any Code Shared Flight. 

8.2 Denied Boarding 

The Operating Carrier shall pay denied boarding compensation or otherwise 

compensate passengers, including Code Shared Passengers, for denied boarding in 

accordance with Applicable Law (including EU 261/2004) and its own denied 

boarding compensation policy. 

8.3 Delay & Cancellation 

In the event of delays, cancellations or irregularities regarding Code Shared Flights, 

Code Shared Passengers shall receive boarding priority, accommodation and other 

treatment on the same basis as the Operating Carrier provides to its own passengers 

travelling in the same class of service and journey length on Code Share Flights. 
8.4 Subject to clause 8.5 below, in case of a delay or cancellation the Code Shared 

Passenger's ticket will be endorsed to the Operating Carrier, and the Operating 

Carrier shall be responsible for all expenses incurred in connection with 

transportation of passengers and baggage to the passengers' final destination, 

irrespective of the cause of the delay or cancellation and, where applicable, any 

compensation, reimbursement and/or re-routing due to the relevant Code Share 

Passenger. 

8.5 In the event of cancellation of a Code Shared Flight, the following procedures will 

apply: 

8.5.1 If such cancellation is notified to the Marketing Carrier 72 hours or more 

before scheduled time of departure, each Party (or its nominated agent) will 

assume the responsibility for notifying the passengers who hold tickets with 

its Code and making necessary arrangements for alternative transportation. 

Any costs and expenses incurred for such alternative transportation for any 

passenger will be absorbed by the Designated Party in accordance with the 

Procedures Manual. 

8.5.2 If such cancellation and notice to the Marketing Carrier is less 72 hours 

before scheduled time of departure, the Operating Carrier (or its nominated 

agent) will, with the assistance of the Marketing Carrier where practical, 

make all necessary arrangements to transport all passengers to the 

destination of the relevant Code Shared Flight. Any costs and expenses 

incurred for such alternative transportation will be borne by the Operating 

Carrier, in accordance with the Procedures Manual. The Operating Carrier 

will notify the Marketing Carrier promptly of all alternative travel 

arrangements it makes for the Marketing Carrier's passengers. 

9. BAGGAGE 

The Parties shall adhere to the procedures set out in the Procedures Manual in relation to 

passengers' baggage on Code Shared Flights. 

10. AIRPORTS 

10.1 The Parties agree to explore co-operation arrangements for the purpose of eliminating 

customer confusion, improving the ease of connections and reducing costs at airports 

served by both Parties. 

10.2 The Parties agree that the co-ordination of customer service functions on the surface at 

airports served by both Parties will be consistent with maintaining a quality ground product 

that supports both brands and meets all relevant service specifications. In particular, the 

Parties shall: 

10.2.1 arrange clear signage at all airports served by Code 

Shared Flight of both brands inside and outside 

airport exits check in counters, arrival points and 

lounges where possible (subject to the approval of 

the relevant airport authority); 
10.2.2 except as may otherwise be agreed, the Marketing 

Carrier shall be under no obligation to provide 

uniformed presence at the airport to cover Code 

Shared Passenger handling. Passenger handling 

shall be undertaken by the Operating Carrier for all 

Code Shared passengers; and 

10.2.3 display signage at all airports served by the Code 

Shared Flights identifying each Party, and the 

services it provides, including the brand identity of 

both Parties' Marks and other marketing names, 

logos and materials developed jointly by the 

Parties. 

10.3 Each Party shall, to the extent, and as soon as, reasonably practicable, supply advance 

written notice to the Other Party of any changes in flight or ground operations affecting 

customer service in relation to any Code Shared Flight. 

11. TRAINING 

Each Party shall provide or arrange at its own cost initial and recurring training of its own 

personnel necessary to facilitate the Code Shared Flights, operations at airports served by 

Code Shared Flights, reservations and ticket offices, and other points of public contact 

involving Code Shared Flights. Such training shall include passenger service, reservations, 

sales activities, and in-flight service. 

12. SECURITY AND EMERGENCY PLANNING 

12.1 Unless otherwise agreed in writing by the Parties the Operating Carrier shall apply its own 

security procedures and emergency and accident procedures in relation to the carriage of 

passengers, baggage, mail and cargo on board Code Shared Flights, but such programs shall, 

at a minimum, comply with the standards set forth by the relevant Competent Authorities. 

Such provisions shall include applicable procedures for the physical screening of passengers, 

baggage, cargo, interviewing of passengers, and selective loading of baggage and cargo and 

mail. 

12.2 The Parties agree to cooperate on matters relating to security procedures, requirements and 

obligations at all airports served by Code Shared Flights. 

13. MAINTENANCE AND OPERATIONS 

13.1 Prior to the implementation of the Code Shared Flights and during the term of this 

Agreement, the Marketing Carrier shall have the right, at its own cost, to review and observe 

the Operating Carrier's operations of Code Shared Flights and/or to conduct a reasonable 

safety, security and/or service review of the Operating Carrier's operations, manuals and 

procedures reasonably related to the Code Shared Flights ("Marketing Carrier Review") at 

such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier's 

Reviews shall be coordinated with the Operating Carrier so as to avoid disruptions to the 

Operating Carrier's operations. Such reviews will be limited to areas that reasonably relate 

to the Operating Carrier's safety/security standards and service obligations under this 

Agreement. Notwithstanding the foregoing, the Marketing Carrier does not undertake any 
responsibility or assume any liability for any aspect of the Operating Carrier's operations nor 

shall the Operating Carrier be entitled to assert any responsibility or assumption of liability 

on the part of the Marketing Carrier for the Operating Carrier's safety, security, or operation 

of the Code Shared Flights. 

13.2 The Marketing Carrier's Reviews do not authorise the Marketing Carrier to access the 

Operating Carrier's records, documents or system relating to its pricing, inventory control or 

flight profitability. 

13.3 The Operating Carrier shall have the sole responsibility at its own cost and expense for the 

maintenance of its leased or owned aircraft, engines or other equipment used in connection 

with Code Shared Flights. 

13.4 The Operating Carrier shall keep the aircraft, engines and other equipment used in 

connection with the Code Shared Flight, airworthy in all respects and in good repair and 

condition and shall ensure that all repairs are performed by a repair facility authorised by a 

Competent Authority or the FAA or EASA (to the extent that this does not conflict with the 

requirements of the relevant Competent Authority). 

13.5 The Operating Carrier shall, in so far as it is not inconsistent with the requirements of a 

Competent Authority, implement the Operating Carrier's government approved 

maintenance plan, the requirements of the relevant manufacturers MPD and all Applicable 

Laws, maintain the aircraft, engines and other equipment used in connection with the Code 

Shared Flight in such a manner that will qualify such aircraft, engines and other equipment 

to maintain a public transport certificate of airworthiness issued by a Competent Authority. 

13.6 The Operating Carrier shall have technical and operational control of the aircraft and shall 

comply with all Applicable Laws governing such activity, including, as a minimum, those 

specified by the relevant Competent Authorities, and shall have final authority concerning 

the operation, maintenance and safety ofthe aircraft and its passengers and crew. 

13.7 The Operating Carrier shall comply with all mandatory inspections, mandatory service 

bulletins and modification requirements, airworthiness directives and similar requirements 

applicable to the aircraft, engines or other equipment used in connection with the Code 

Shared Flights issued by the relevant Competent Authority or the FAA or EASA (to the extent 

that this does not conflict with the relevant Competent Authority). 

13.8 Each Party shall provide the other, on a regular basis (or as otherwise agreed by the Parties), 

with details of any complaints received in connection with such Other Party's participation 

in any Code Shared Flights. 

14. FREE AND REDUCED RATE TRANSPORTATION 

Unless otherwise agreed by the Parties, neither Party, nor any third party, shall be 

entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry 

discount, etc.) travel on the Codeshare Flights operated by the Other Party, and the 

Operating Carrier shall not honour any Marketing Carrier Ticket for such industry 

non-revenue or discounted travel, except at the Operating Carrier's expense. 

15. TRADEMARKS 
15.1 Each Party agrees that all Marks of the Other Party shall remain the exclusive property of 

that Party. Each Party will use commercially reasonable efforts to avoid any action that 

infringes, jeopardises, undermines or reduces the value of, or in any way dilutes, the Other 

Party's ownership of its own Marks. 

15.2 Each Party agrees that all rights in a Party's Mark together with any goodwill in or attaching 

to it shall be the sole and exclusive property of that Party and the Other Party shall not 

acquire any rights or interest in such Party's Mark including any developments or variations 

thereto. 

15.3 The Party producing an advertisement, promotion, or press release in relation to this 

Agreement or any Code Shared Flight shall submit such advertisement, promotion, or press 

release to the Other Party (within a reasonable period prior to the planned publication date) 

for prior written approval, such approval not to be unreasonably withheld or delayed 

provided, however, such approval requirement shall extend only to the portion of the text 

and graphics relating to this Agreement or any Code Shared Flight. 

15.4 Each Party grants a non-exclusive, non-transferable license to use its Marks to the Other 

Party for the promotion of Code Shared Flights for the duration of this Agreement, subject 

to the following conditions: 

15.4.1 Except with respect to onboard announcements 

and other disclosures required herein, each Party 

agrees to use the Other Party's Marks only as 

approved in advance in writing by the Other Party; 

15.4.2 each Party agrees that the use of the Other Party's 

Marks shall not be derogatory nor likely to bring 

the same into disrepute; 

15.4.3 each Party acknowledges the exclusive present and 

future ownership rights and goodwill the Other 

Party has in its Marks and agrees that any and all 

rights arising as a result of the use of such Marks 

shall accrue solely to the benefit of such Other 

Party; 

15.4.4 each Party shall, in all cases, be the sole judge in 

determining the acceptability of both the quality 

and presentation of advertising and promotional 

materials using its Marks; 

15.4.5 each Party shall assist the Other Party in 

controlling and protecting such Party's Marks and 

the goodwill attached thereto by reproducing the 

appropriate trade mark or copy right notice as 

notified by such Party to the Other Party in writing; 

15.4.6 each Party agrees not to use the Other Party's 

Marks where the quality or manner and form of 

usage is not acceptable to such Other Party; 
15.4.7 DL shall promptly notify VS of any infringement or 

suspected infringement of VS's Marks, and DL shall 

not communicate with any infringer or suspected 

infringer without obtaining the prior written 

approval of VS. VS shall have the exclusive right to 

sue or take other action against infringers of VS's 

Marks, and DL shall have no claim to the proceeds 

(or any portion thereof) of any such lawsuits or 

other actions or settlements related thereto. VS 

shall have the sole right to determine whether or 

not to sue or take any action, and failure to sue 

shall not affect DL's obligations or VS's rights under 

this Agreement. DL will, upon the request of VS 

and at VS's reasonable expense, reasonably assist 

VS in the investigation of, and any legal action 

related to, any such infringement; and 

15.4.8 VS shall promptly notify DL of any infringement or 

suspected infringement of DL's Marks, and VS shall 

not communicate with any infringer or suspected 

infringer without obtaining the prior written 

approval of DL. DL shall have the exclusive right to 

sue or take other action against infringers of DL's 

Marks, and VS shall have no claim to the proceeds 

(or any portion thereof) of any such lawsuits or 

other actions or settlements related thereto. DL 

shall have the sole right to determine whether or 

not to sue or take any action, and failure to sue 

shall not affect VS's obligations or DL's rights under 

this Agreement. VS will, upon the request of DL 

and at DL's reasonable expense, reasonably assist 

DL in the investigation of, and any legal action 

related to, any such infringement. 

15.5 From time to time and within each Party's sole discretion, each Party may provide to the 

Other Party certain art work, drawings, creative or technical information and advice for the 

purpose of assisting the Other Party in the advertising and promotion of Code Shared 

Flights. All such artwork, drawings, creative or technical information and advice will be 

treated by the receiving Party as Confidential Information and proprietary information and 

will be used by the receiving Party only for those purposes specifically authorised by the 

providing Party in advance and in writing. 

16. CONDITIONS TO EFFECTIVENESS 

16.1 Within 45 days of the date hereof the Parties shall develop a mutually satisfactory plan to 

implement the Codesharing contemplated hereunder (the "Implementation Plan"). Each 

Party shall use its commercially reasonable efforts to cause the Codesharing contemplated 

hereunder to be implemented in accordance with the Implementation Plan on or before the 

Implementing Agreement Commencement Date. 
16.2 Notwithstanding the foregoing, implementation of the Codesharing contemplated 

hereunder is subject to the satisfaction or waiver of the following conditions, which each 

Party shall use its commercially reasonable efforts to satisfy as soon as reasonably 

practicable: 

17. GOVERNMENTAL APPROVALS 

16.2.1 Each Party, as applicable, shall have received any 

US Department of Transportation approvals 

required in order for the commencement of Code 

Share Flights; 

16.2.2 The Parties shall have agreed to the protocols set 

forth in the Procedures Manual; and 

16.2.3 The Parties shall have sufficiently integrated their 

information technology systems to permit such 

Codesharing. 

17.1 Each Party shall provide the other with access to any material correspondence or notices 

received from any Competent Authority with respect to the operation of Code Shared 

Flights, including those concerning operating licensing and the airworthiness of aircraft used 

for Code Shared Flights or compliance by the Operating Carrier with operational, training, 

maintenance, engineering, safety and security rules and procedures. For the avoidance of 

doubt, this Section 17.1 shall not entitle any Party to access to any financial or tax related 

records or any records containing cost, pricing or other competitive information. 

17.2 Each Party shall comply with all Applicable Laws in relation to this Agreement and the 

performance of its obligations specified herein. Each Party shall, at its expense, obtain and 

maintain any governmental authorisations, licenses, approvals, registrations and filings that 

may be required under Applicable Laws, (including Governmental Approvals) in order to 

execute or perform this Agreement. 

17.3 Each Party hereto shall do and perform such further acts and execute and deliver such 

further instruments and documents at such Party's expense as may be required by 

Applicable Laws, or as may be reasonably requested by the Other Party to carry out the 

purposes of this Agreement. 

18. DURATION 

This Agreement shall remain in force unless otherwise terminated in accordance with the 

provisions of Clause 19 or Clause 24. 

19. TERMINATION 

19.1 Either Party may terminate this Agreement:-

19.1.1 upon written notice in the event of a Material 

Default by the Other Party that has not been cured 

within ninety (90) days after receipt by such Party 

of written notice of such Material Default, which 
notice describes in reasonable detail the basis for 

such Material Default; 

19.1.2 if the Other Party fails to maintain the general 

liability insurance coverage required to be 

maintained by it pursuant to Clause 22.1; or 

19.1.3 if the JVA terminates in accordance with its terms. 

19.2 Notwithstanding any other clause in this Agreement, on termination of this Agreement each 

Party undertakes to co-operate with each other to wind down the Code Share and, as soon 

as reasonably practicable, but in any event within one hundred eighty (180) days each party 

shall:-

19.2.1 sign such notification of cessation of use of the 

Other Party's Marks as is required by such Party; 

19.2.2 procure, in relation to Code Sharing on its services, 

that the Other Party's Code is expeditiously 

removed from all reservations systems, timetables, 

displays, schedules and other publications with 

immediate effect (in relation to computerised 

publication) and with effect from the next 

published edition (in relation to printed 

publications); and 

19.2.3 use its commercially reasonable efforts to notify all 

customers who have purchased tickets any portion 

of which is unused for what were Code Shared 

Flights that the Other Party's code no longer 

applies to that flight nor does that flight have any 

association with the Other Party, to reaccommodate such customers on the Operating 

Carrier's flights at the same rate at which they 

were originally ticketed, and to ensure that no 

further tickets are issued in respect of such 

services which show the Other Party's flight 

designator code. 

19.3 The termination of this Agreement will be without prejudice to any rights which have 

already accrued to either of the Parties under this Agreement and the provisions of Clauses 

19.2, 19.4, 20, 23, 2S and 26 shall remain in full force and effect notwithstanding 

termination. 

19.4 Upon termination of this Agreement all sums owed by one Party to the other shall become 

due for payment and, notwithstanding termination of the Agreement, shall be paid in 

accordance with the terms of the Agreement. 
20. INDEMNIFICATION 

20.1 In this clause 20, "Claim" shall mean any liabilities, damages, claims or penalties, including 

costs of investigation, litigation, settlement costs and reasonable legal fees; and each 

indemnified party shall include its respective officers, employees and agents. 

20.2 The Operating Carrier shall indemnify and hold harmless the Marketing Carrier from Claims 

asserted or recovered by any third party by reason of: 

20.2.1 the death of or injury to persons or the loss of or 

damage to property or the delay of persons or 

property (excluding Operating Carrier property) 

occurring while such persons or property are under 

the control or in the custody of, or are being 

transported by, the Operating Carrier; or 

20.2.2 breach by the Operating Carrier of its own 

Conditions of Carriage (where applicable) or any 

orders or regulations binding upon the Operating 

Carrier, in relation to any ticket properly issued by 

the Marketing Carrier; or 

20.2.3 any inconsistency between the Conditions of 

Carriage of the Marketing Carrier (excluding any 

condition therein which incorporates the 

Conditions of Carriage of the Operating Carrier into 

contracts of carriage between the Marketing 

Carrier and a Code Shared Passenger) and those of 

the Operating Carrier which has the effect of 

creating, or increasing, a liability of the Marketing 

Carrier which would not otherwise exist under its 

own Conditions of Carriage and/or Applicable Law; 

or 

20.2.4 cancellation or failure to provide carriage of any 

passengers, baggage or cargo; 

20.2.5 the death of or injury to persons or the loss of or 

damage to property owned by persons not carried 

on board the aircraft operated by the Operating 

Carrier; or 

20.2.6 subject to the provisions of Section 23, claims or 

actions for Taxes payable by the Operating Carrier, 

fees, charges, penalties and fines in respect of or in 

connection with the aircraft or its operation while 

under the Operating Carrier's operational control; 

and 

20.2.7 claims or actions for damages, including but not 

limited to death and bodily injury, or loss of or 
damage to property, relating to information that 

was obtained or could have been obtained or 

actions that were taken or could have been taken 

pursuant to any Marketing Carrier Review; and 

20.2.8 "advance payments" made by the Marketing 

Carrier to Codeshare Passengers suffering death or 

significant injury; provided that, the Parties shall 

use reasonable commercial efforts to consult with 

one another regarding the amount of such 

"advance payments" and the process for making 

such "advance payments"; and further provided 

that, unless agreed otherwise in the Procedures 

Manual, the Marketing Carrier shall not make 

"advance payments" in an amount exceeding the 

minimum amount required by Applicable Law 

without the consent of the Operating Carrier. 

20.3 Notwithstanding the above clause 20.2, the Operating Carrier shall not be required to 

indemnify the Marketing Carrier for any portion of any liability arising from the Marketing 

Carrier's breach of this Agreement, gross negligence or wilful misconduct. 

20.4 The Marketing Carrier shall indemnify and hold harmless the Operating Carrier from Claims 

asserted or recovered by any third party by reason of: 

20.4.1 the death of or injury to persons or the loss of or 

damage to property or the delay of persons or 

property (excluding Operating Carrier property) 

occurring while such persons or property are under 

the control or in the custody of, or are being 

transported by, the Marketing Carrier; 

20.4.2 breach by the Marketing Carrier of its own 

Conditions of Carriage (where applicable) or any 

orders or regulations binding upon the Marketing 

Carrier, in relation to any ticket properly issued by 

the Operating Carrier; or 

20.4.3 any inconsistency between the Conditions of 

Carriage of the Operating Carrier and those of the 

Marketing Carrier which has the effect of creating, 

or increasing, a liability of the Operating Carrier 

which would not otherwise exist under its own 

Conditions of Carriage and/or Applicable Law; or 

20.4.4 infringement of a third party's intellectual property 

or similar rights by the Marketing Carrier's Marks; 

or 

20.4.5 any and all Taxes included in the ticket price to the 

extent they are paid to the Marketing Carrier but 
owed to the Operating Carrier and not remitted to 

the Operating Carrier; or 

20.4.6 the Marketing Carrier's failure to properly issue 

and complete transportation documentation in 

accordance with the provisions of the standard 

lATA ticketing requirements and procedures (as 

amended from time to time), to the extent to 

which such procedures 

Applicable Law and/or 

Competent Authority. 

do not infringe any 

requirements of a 

20.5 Notwithstanding the above Clause 20.4, the Marketing Carrier shall not be required to 

indemnify the Operating Carrier for any portion of any liability arising from the Operating 

Carrier's breach of this Agreement, gross negligence or wilful misconduct. 

20.6 Each Party shall, with regard to claims brought by its own employees, indemnify and hold 

the Other Party harmless from death or injury Claims unless the death or injury occurred 

while employee was engaged in transportation by air as a ticketed passenger aboard an 

aircraft operated by the Other Party or resulted from the indemnified Party's breach of this 

Agreement, gross negligence or wilful misconduct. 

20.7 The indemnities in clauses 20.2 and 20.4 are conditional upon the indemnified Party: 

20.7.1 promptly giving the Other Party written notice of 

the Claim and taking reasonable steps in the 

interim to protect that Party's right to defend; and 

20.7.2 permitting the Other Party to have control of the 

defence of the Claim provided that the Other Party 

gives due consideration to the indemnified Party's 

proposals in connection with such defence and/or 

settlement; and 

20.7.3 taking no action, including but not limited to the 

making of admissions, which may prejudice the 

conduct of the Claim except at the Other Party's 

instruction; and 

20.7.4 providing all reasonable assistance to the Other 

Party with the conduct of the Claim, including, 

without limitation, filing of pleadings and other 

court processes and providing all relevant 

documents reasonably requested by the Other 

Party, and otherwise consulting with the Other 

Party at its request in the conduct of such 

proceedings. 

20.8 Irrespective of any other provision contained in this Agreement to the contrary, it is agreed 

that the indemnity provisions contained in this clause 20 shall remain in effect and survive 

termination of this Agreement. 

22.1.1.5 provide that except in respect of any provision for cancellation or 

automatic termination as specified in the policy(ies) or any 

endorsement(s) thereof, cover provided may only be cancelled or 

materially altered in a manner adverse to the Additional Insured 

by the giving of not less than thirty (30) days notice (but seven (7) 

days or such lesser period as may be customarily available in 

respect of war and allied perils coverage). Notice will not, 

however, be given at normal expiry date of the policy(ies) or any 

endorsement, or in the event of policy(ies) non-renewable; 

22.1.2 hull all risks and hull war and allied perils insurances for the aircraft operated in 

connection with this Agreement, each of which insurances shall be endorsed to 

provide a waiver of insurers' rights of subrogation against the Marketing Carrier, to 

the extent set forth in Clause 20.2 of the Agreement. 

22.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance 

evidencing the coverage in Clause 22.1 within five (5) Business Days of the date of this 

Agreement and thereafter within five (5) days of the date of any subsequent renewal or 

material change in such coverage. The certificates shall indicate that such coverage shall not 

be cancelled or materially altered without thirty (30) days advance written notice to the 

Marketing Carrier and that the Marketing Carrier will be notified of expiration or non 

renewal of such coverage. The notice period in respect of war and allied perils coverage 

shall be seven (7) days or such lesser period as is or may be available in accordance with 

policy conditions. 

22.3 If the Operating Carrier fails to effect or maintain any of the insurance required under Clause 

22.1 of this Agreement, the Marketing Carrier, without prejudice to any other rights it may 

have, may, after first attempting to reach an accord with the Operating Carrier as to how to 

remedy such failure, take out any such insurance policies to cover the Operating Carrier's 

insurance obligations under this Agreement, and all reasonable premium payments made by 

the Marketing Carrier in this respect shall be reimbursed to the Marketing Carrier by the 

Operating Carrier. 

22.4 The Marketing Carrier agrees that the Operating Carrier and its insurers shall handle, 

resolve, settle or defend any and all claims with respect to damages for bodily injury or 

death sustained by a Code Shared Passenger which are covered by the Operating Carrier 

indemnity in Clause 20.2. The Operating Carrier and Marketing Carrier agree to consult and 

cooperate in good faith in the handling, resolution, settlement or defence of such claims, 

but the final claims handling authority rests with the Operating Carrier and its insurers. 

23. TAXES 

23.1 Subject to Clause 23.4, any income or franchise taxes (or taxes of a similar nature) on the 

revenues or income from the sale of air transportation hereunder, shall be the responsibility 

of and be paid by the Operating Carrier provided that the Marketing Carrier shall pay any 

such taxes on its portion of such revenue or income. For example, the Marketing Carrier 

shall be responsible for income taxes on monies paid by the Operating Carrier to the 

Marketing Carrier that constitute a Code Share commission (if any) or interline service 

charge. 
23.2 Subject to Clause 23.3 each Party shall satisfy any other valid demand made to it in respect 

of other taxes chargeable to a Party, such taxes to include sales taxes, use taxes, excise 

taxes, gross receipts taxes, security taxes, withholding taxes, import and export duties, 

transportation taxes, including all related fees, licenses or assessments, and shall pay any 

interest or penalty thereon (together with income, franchise and similar taxes referred to in 

Clause 23.1, all hereinafter COllectively referred to as the "Taxes"), imposed by any 

Competent Authority or levied upon it by operation of Applicable Law. It is understood that 

the Ticketing Carrier will collect and remit to the taxing authorities any non-interlineable 

taxes levied on sales of air transportation. 

23.3 The Marketing Carrier (in addition to any other fee or charge payable under any other part 

of this Agreement) will compensate the Operating Carrier for all airport taxes, fees or other 

charges the Operating Carrier is responsible to pay to a Competent Authority but which are 

collected by the Marketing Carrier from the passengers of the Marketing Carrier and shown 

on the ticket separately from the fare. 

23.4 All references to payments made in this Agreement are references to such payments 

exclusive of any Value Added Tax (or similar) chargeable in respect of the supply of services 

for which payment is made and any such Value Added Tax shall be added to and paid with 

those payments against the provision of a proper tax invoice therefor. 

23.5 Both Parties acknowledge that the taxation authorities of their respective countries may 

impose withholding taxes on certain of the payments that either of the parties or their 

agents ("Payer") may be obligated to pay to the Other Party ("Payee"), and that in so far as 

the Payer may be obligated to withhold taxes according to the requirements of such taxing 

authorities, the Payer shall be entitled to do so and consequently the payments to the Payee 

shall be net of such withholding taxes, provided only that the Payer takes all reasonable 

steps to reduce or eliminate any withholding consistent with Applicable Law and the Payer 

keeps the Payee informed of: 

23.5.1 any obligation of the Payer to withhold; 

23.5.2 any directives that may be given to the Payer by 

such taxation authorities; and 

23.5.3 the amounts from time to time withheld by Payer 

and paid to such taxation authorities. 

23.6 In the event the Payer is obligated to withhold taxes as provided above, the Payer shall 

provide the Payee a tax receipt as may be necessary to support a claim for a foreign tax 

credit under the laws of the country of the Payee. 

23.7 If either Party receives notice from any taxing authority with respect to any assessment or 

potential assessment or imposition of any Tax (collectively an "Assessment"), that the Other 

Party would be responsible for paying, directly or through an indemnification claim pursuant 

to Clause 20, then the indemnifying Party shall have the right to defend or contest such 

Assessment or imposition in accordance with the procedures set forth in Clause 20 and the 

indemnified Party shall have the right to participate in such defence or contest in 

accordance with such provisions. 
24. FORCE MAJEURE 

24.1 If Force Majeure delays or prevents performance by either Party of its obligations under this 

Agreement, then, upon notice of Force Majeure being given in accordance with the 

provisions of Clause 24.2 below, the duty of the affected Party to perform such obligations 

shall be immediately suspended or limited (insofar as circumstances prevent performance) 

until such circumstances shall have ceased but the payment obligations of the Parties shall 

not be affected in any manner whatsoever. 

24.2 Clause 24.1 shall not apply unless the Party seeking relief: 

24.2.1 notifies the Other Party of the relevant event and 

consequences as soon as possible after it occurs; 

24.2.2 promptly provides the Other Party with any 

information readily available which it reasonably 

requests about the event (or its causes) or 

consequences; and 

24.2.3 promptly takes any steps (except steps involving 

significant additional cost) which the Other Party 

reasonably requires in order to reduce that Other 

Party's losses or risk of losses. 

24.3 Subject to Clause 24.2, wherever the Force Majeure event results in delayed fulfilment by a 

Party of any of the provisions of this Agreement for a period exceeding 90 (ninety) days 

(such period to commence from the date when notice of Force Majeure is given), the Other 

Party shall have the right to terminate this Agreement forthwith by written notice to the 

Party seeking relief under Force Majeure provided that: 

25. CONFIDENTIALITY 

24.3.1 If the JVA is in force, the Other Party has exercised 

written notice to terminate the JVA in accordance 

with section [12.2.6J of the JVA; and 

24.3.2 If the JVA is not effective, the right of termination 

pursuant to clause 19.1.3 shall allow either Party to 

terminate at any time. 

Confidential Information exchanged hereunder, including the terms and conditions of this 

Agreement, shall be subject to the rights and obligations of the Parties with respect thereto 

as set forth in the JVA. In the event that the JVA terminates prior to this Agreement, the 

terms in the JVA relating to confidentiality shall prevail with respect to this Agreement 

notwithstanding. 

26. DATA PROTECTION 

26.1 For the purposes of this clause 26: 
26.1.1 "Personal Data" means any data, which consists of 

information relating to an identified or identifiable 

natural person (a "Data Subject") including 

Sensitive Personal Data (as defined in the UK Data 

Protection Act 1998) relating to a person's race, 

ethnic origin, political opinion, health, sex or 

criminal background; an identifiable person is one 

who can be identified, directly or indirectly, in 

particular by reference to one or more factors 

specific to his identity; 

26.1.2 "Processing" shall mean any operation or set of 

operations which is performed on Personal Data 

(whether or not by automated means) including 

collection, organisation, adaptation, alteration, 

retrieval, consultation, use, disclosure by 

transmission, dissemination or otherwise making 

available, alignment, combination, blocking, 

erasure or destruction, and "Process" and 

"Processed" shall be construed accordingly. 

26.1.3 "Technical and Organisational Security Measures" 

means any operation or set of operations which is 

performed upon Personal Data whether or not by 

automatic means such as collection, recording, 

organization, storage, adaptation or alteration, 

retrieval, consultation, use, disclosure by 

transmission, dissemination or otherwise making 

available, alignment or combination, blocking, 

erasure or destruction. 

26.2 Each Party shall and shall procure that its agents, subcontractors and employees shall 

comply with all Applicable Laws with respect to data protection and privacy in connection 

with the Processing of Personal Data concerning Code Shared Passengers. In particular, 

each Party shall: 

26.2.1 process the Personal Data only for the purposes of 

as contemplated by this Agreement and only in 

accordance with terms contained in this 

Agreement or otherwise agreed in writing with the 

Other Party from time to time; 

26.2.2 not modify, amend or alter the contents of the 

Personal Data or disclose or permit the disclosure 

of any of the Personal Data to any third party 

unless specifically authorised in writing by the 

Code Shared Passenger or required by Applicable 

Law or court order; 

26.2.3 at all times ensure that commercially reasonable 

Technical and Organisational Security Measures 
are taken against unauthorised or unlawful 

Processing of Personal Data and against accidental 

loss or destruction of, or damage to, Personal Data; 

26.2.4 comply with, and co-operate as requested by the 

Other Party to enable the Other Party to comply 

with, any exercise of rights by a Code Shared 

Passenger under Applicable Law in respect of 

Personal Data Processed by the Party under this 

Agreement; 

26.2.5 comply with any assessment, enquiry, notice or 

investigation by any Competent Authority; 

26.2.6 appoint and identify to the Other Party a named 

individual within the Party's organisation to act as 

a point of contact for any enquiries from the Other 

Party or the relevant regulatory body relating to 

Personal Data; and 

26.2.7 cease Processing the Personal Data of the Code 

Shared Passengers immediately upon the 

termination or expiry of this Agreement and as 

soon as possible thereafter at the option of the 

Other Party return or destroy the Personal Data 

and all copies of it including all information derived 

from it in any form and on any media. 

26.3 Each Party warrants that it is correctly notified and has the necessary legal authority in any 

jurisdiction where any Processing of Personal Data will take place under this Agreement in 

order to carry out the Processing on behalf of the Other Party. 

26.4 Each Party shall defend, hold harmless and indemnify the Other Party against all loss, 

liability, damages, costs (including reasonable legal costs), fees, claims and expenses which 

the Other Party may incur or suffer by reason of any breach of this clause 26 by the 

defaulting Party, its agents, subcontractors or employees. 

27. MISCELLANEOUS 

27.1 Unless otherwise specified in this Agreement, references to: 

27.1.1 "including" or "include" shall mean "including but 

not limited to", "including without limitation" or 

"include without limitation" respectively. 

27.1.2 any Applicable Laws, conventions and/or official 

lATA publications shall include any amendments 

thereto as may be made from time to time. 
27.1.3 termination of this Agreement shall mean the 

termination of this Agreement by exercise of 

termination rights. 

27.1.4 the plural include the singular and vice versa. 

27.2 All Schedules to this Agreement are incorporated herein and made a part hereof for all 

purposes. 

27.3 Headings appearing in this Agreement are included for convenience and do not define, limit 

or enlarge the scope of this Agreement or any of its provisions. 

27.4 Unless otherwise expressly stated in this Agreement, any reference to a particular statute 

shall be in respect of such statute and shall include all orders, regulations and subordinate 

legislation from time to time made thereunder or with respect thereto and to the same as 

may from time to time be modified or re-enacted (whether before or after the date of this 

Agreement) and any reference to a particular section of a statute includes any section of a 

later statute which modifies, replaces or re-enacts that section. 

27.5 This Agreement may be executed by one or both of the Parties on any number of separate 

counterparts and all of such counterparts taken together shall be deemed to constitute one 

and the same instrument. Execution may be effected by delivery of facsimiles of signature 

pages (and the Parties shall follow such delivery by prompt delivery of originals of such 

pages). 

27.6 Each Party's rights and remedies under this Agreement are cumulative and not alternative 

and are not exclusive of each other or any provided by law. 

28. ASSIGNMENT 

28.1 Except as set forth in Clause 28.4 and 28.5, neither Party may assign or otherwise transfer 

any of its rights.or obligations under this Agreement without the prior written consent of the 

Other Party. 

28.2 Each Party intends to perform the Code Shared Flights using aircraft and equipment under 

its own technical and operational control. Except as set forth in Clause 28.4 and 28.5, 

subcontracting of such services to a third party is subject to prior written consent of the 

Other Party, and neither Party is obligated to agree to place its Code on subcontracted 

flights. Neither Party is permitted to sub-contract any code shared flights to any carrier 

subject to an operating ban pursuant to EC Regulation 2111/2005. Except as set forth in 

Clause 28.4 and 28.5, the responsibility and liability of the Operating Carrier under the terms 

of this Agreement (including insurance and indemnity obligations) shall not be affected by 

such subcontracting. 

28.3 Notwithstanding clause 28.2 above, if a Party sub-contracts the performance of its 

obligations under this Agreement such Party shall ensure that the services provided by the 

sub-contractor in respect of or in relation to the Code Shared Flight shall not in any way be 

of an inferior quality or standard when compared with the services usually provided by the 

Party seeking to sub-contract its obligations. 


Code Shared Flights, that Party shall have the right immediately to (a) suspend Code Sharing 

on the Operating Carrier's flights, (b) re-acommodate its passengers on Marketing Carrieroperated flights or those of a third party carrier, and (c), if applicable, return seat inventory 

to the Operating Carrier, including inventory resulting from any re-accommodation of Code 

Share Passengers by the Marketing Carrier. 

33.2 The Operating Carrier shall not display the Marketing Carrier's Code on any Codeshare Flight 

that enters, departs or transits the airspace or airports of any area covered by an overflight 

restriction or prohibition issued by the US DOT or FAA (each of which have approved 

Codesharing between the Parties subject to compliance by both Parties with any such 

overflight restriction or prohibition), including the airspace or airports of any area listed in 

Schedule 3 and covered by an overflight restriction or prohibition issued by the US DOT or 

FAA. 

33.3 The Operating Carrier shall not have the obligation to change the itinerary of the Codeshare 

Flight concerned by such overflight restriction or prohibition. 

34. FAMILY ASSISTANCE 

34.1 The Parties and their respective insurers shall endeavour to co-operate in post 

accident claims handling to mutually ensure that the families of the accident victims 

are treated with the dignity and respect and provided the financial assistance to 

which they are legally entitled. All Parties will act in the spirit of good faith and 

reasonableness. Co-operation among the Parties shall not be unreasonably 

withheld. 

34.2 The Operating Carrier and/or its insurers shall be responsible for performing, in 

accordance with its policies and procedures, all post accident emergency response 

activities at the accident scene and all family assistance activities as required by 

Applicable Law or as required by usual custom and practice. The Operating Carrier 

shall afford Code Shared Passengers and their relatives at least the same family 

assistance services and benefits as passengers of the Operating Carrier aboard the 

aircraft. 

34.3 In the event of any accident or serious incident involving a Code Shared Flight, the 

Marketing Carrier shall, at its cost and expense, provide the Operating Carrier with 

all relevant information regarding Code Shared Passengers, as deemed necessary by 

the Operating Carrier to meet its legal and moral obligations to such passengers and 

their families. 

34.4 In the event of any accident or incident involving a Code Shared Flight that results in 

material damage to persons (including fatalities) or to property, the Operating 

Carrier, will as soon as reasonably practicable in the circumstances and subject to 

Applicable Law notify the Marketing Carrier of such incident or accident and: 

34.4.1 permit one or more representative of the 

Marketing Carrier to be present at the Operating 

Carrier's Crisis Coordination Centre; 

34.4.2 provide the representatives specified in Clause 31 

with all material information collected by the 
Operating Carrier's call centre in relation to Code 

Shared Passengers; 

34.4.3 provide the Marketing Carrier with copies of any 

material and necessary correspondence passing 

between the Operating Carrier and Code Shared 

Passengers and their relatives and representatives; 

34.4.4 and where possible in the circumstances, use 

commercially reasonable efforts to provide the 

Marketing Carrier with all material and necessary 

information available to the investigation of the 

accident. 

34.5 The Marketing Carrier will be permitted to have an observer present during any and all 

investigation(s) with respect to any such incident or accident in accordance with the rules 

and regulations of the appropriate authorities. 

34.6 Each Party shall use commercially reasonable efforts to notify the Other Party prior to 

making an announcement, disclosure and/or press release in relation to any incident. The 

Parties acknowledge that it will not always be possible to notify each other prior to making 

such disclosures. The disclosing Party will as soon as reasonably practicable, provide the 

non disclosing Party with a copy of the statement, announcement or disclosure made. At all 

times the disclosing Party agrees to act in the utmost good faith to protect the goodwill and 

name of the Other Party, and will not make (directly or indirectly) any admission of liability 

on the part of the Other Party without the prior written consent of that Other Party. 

34.7 Nothing in this Section 34 shall obligate either Party to provide any information that the 

Party determines in its reasonable discretion is subject to a legal privilege such as the 

attorney-client privilege. 

3S. RELATIONSHIP OF THE PARTIES 

35.1 The relationship between the Parties shall be that of independent contractors. 

Neither Party is intended to have, and neither of them shall represent to any other 

person that it has any power, right or authority to bind the other, or to assume, or to 

create any obligation or responsibility, express or implied, on behalf of the Other 

Party except as expressly provided in the Agreement or as otherwise permitted in 

writing. Nothing in this Agreement shall be construed to create between the 

Parties, a partnership, joint venture, employment relationship, franchise or agency. 

36. THIRD PARTIES 

36.1 A person who is not a party to this Agreement shall have no rights to enforce any 

term of this Agreement. 

37. ENTIRE AGREEMENT 

37.1 This Agreement and the JVA constitute the entire agreement between the Parties 

with respect to the matters dealt with herein and supercede all prior agreements 

and understandings between the Parties. Each of the Parties acknowledges that in 
entering into this Agreement it has not relied on any representation or warranty 

except those expressly set out in this Agreement. 

38. FURTHER ASSURANCE 

38.1 The Parties shall (and shall use their respective commercially reasonable efforts to 

procure that any necessary third parties shall) do, execute and perform all such 

further deeds, documents, assurances, acts and things as either of the Parties may 

reasonably require by notice in writing to the other to carry the provisions of this 

Agreement into full force and effect. 

39. GOVERNING LAW 

39.1 This Agreement (or formation thereof) shall in all respects (including noncontractual disputes or claims arising out of or in connection with the Agreement) be subject 

to and construed in accordance New York law and the Parties agree that in the event of any 

dispute (including any non-contractual disputes or claims) the Parties agree to submit to the 

non-exclusive jurisdiction of the federal or state courts located in the Southern District of 

New York. 

39.2 The Parties shall attempt to resolve disputes informally in accordance with the 

provisions of Section 16.8.2 of the JVA. In the event that the JVA terminates prior to this 

Agreement, the terms in the JVA relating to dispute resolution shall prevail with respect to 

this Agreement notwithstanding such termination. 

40. INADEQUACY OF DAMAGES 

Without prejudice to any other rights or remedies that a Party may have, the Parties 

acknowledge and agree that damages alone would not be an adequate remedy for any 

breach of the terms of this agreement by a Party. Accordingly, a Party shall be entitled to the 

remedies of injunction, specific performance or other equitable relief for any threatened or 

actual breach of the terms of this agreement by the other Party. 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their authorized 

representatives as of the date first above written. 

SIGNED on behalf of 

VIRGIN ATLANTIC AIRWAYS LIMITED 

By: ...................................................................................... . 

Name: 

Title: 

Date: 

SIGNED on behalf of 

DELTA AIR LINES, INC. 

By: ......... ~ .... p.~ ............ Name: ~HAI2L-~S PtlPPIf~ 

Title: VI> A ("f., (fr).f c.£.s 

Date: 

11/10015584_1 31 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their authorized 

representatives as of the date first above written. 

SIGNED on behalf of 

VIRGIN ATLANTIC AIRWAYS LIMITED 

By: ..................... v..0. .. ~.~ ..................................... . Name: 

Title: 

Date: 

SIGNED on behalf of 

DELTA AIR LINES, INC. 

By: ................................................................................... . 

Name: Charles Pappas 

Title: Vice President Alliances 

Date: 

Page 31 of 38 
SCHEDULE 1 

to the Code-Sharing Agreement 

between 

VIRGIN ATLANTIC AIRWAYS LIMITED 

and 

DELTA AIR LINES, INC. 

This schedule shall constitute an integral part of the Code Share Agreement between Delta Air Lines, 

Inc. ("DL") and Virgin Atlantic Airways ("VS") dated 11th December 2012 and as such is subject to the 

terms and conditions set forth in the Agreement. 

1. GENERAL 

1.1 The Parties, by mutual consent and in writing (which agreement may be evidenced by 

implementation of Codesharing on a Route), may add, discontinue or substitute one or more 

of the Codeshare Routes on which they will operate Code shared Flights. 

1.2 If either Party adds additional frequencies on the following Codeshare Route(s), the schedule 

set out below will be deemed to include those additional frequencies, with the result that 

the Other Party can request to Code Share on those additional frequencies. Such request 

may be accepted or declined in the Operating Carrier's sole discretion. 

2. CODESHARE ROUTES EFFECTIVE FROM THE EFFECTIVE DATE 

2.1 

LHR 

LGW 

The terms of the Agreement shall apply to the Code Shared Flights operated by DL and VS on 

the following Codeshare Routes (both ways) from the Effective Date: 

Where VS is the Operating Party: 

London Heathrow to BOS Boston, MA * 

EWR Newark, NJ * 

JFK New York, NY * 

lAD Washington, DC 

LAX Los Angeles, CA 

MIA Miami, FL 

ORD Chicago,IL 

SFO San Francisco, CA 

YVR Vancouver, Canada 

i ABZ Aberdeen, UK 

---+ 

EDI Edinburgh, UK 

MAN Manchester, UK ----

London Gatwick ! to LAS Las Vegas, NV 
MCO Orlando, Fl 

I -- ------ ---------

MAN Manchester to MCO Orlando, Fl 

I-~--- lAS las V~Ii!~~Lf'JY __ ---"'" -,,--" 

i GlA Glasgow to MCO Orlando, Fl 

2.2 Where Dl is the Operating Party: 

lHR london Heathrow 

MAN Manchester, UK 

JFK New York, NY 

to JFK New York, NY* 

BOS Boston, MA* 

ATl Atlanta, GA 

DTW Detroit, MI 

MSP Minneajl()lis, MN -- ----

to ATl Atlanta, GA ------- - - - ----- - ---

to ATl 

AUS 

BNA 

BOS 

BUF 

BWI 

CHS 

ClE 

ClT 

CMH 

CVG 

DAY 

DCA 

DEN 

DFW 

DTW 

Fll 

lAD 

IND 

JAX 

LAS 

LAX 

MBJ 

MCI 

MCO 

Atlanta, GA 

Austin, TX 

Nashville, TN 

Boston, MA 

Buffalo, NY 

Baltimore, MD 

Charleston, SC 

Cleveland, OH 

Charlotte, NC 

Columbus,OH 

Cincinnati, OH 

Dayton,OH 

Washington, DC 

Denver, CO 

Dallas Fort Worth, TX 

Detroit, MI 

Fort lauderdale, Fl 

Washington, DC 

Indianapolis, IN 

Jacksonville, Fl 

las Vegas, NV 

los Angeles, CA 

Montego Bay, Jamaica 

Kansas City, MO 

Orlando, Fl 

MEM~Memp!lis, TN 

--1 

--J I --~ 

MIA 

MKE 

MSP 

MSY 

ORD 

ORF 

PDX 

PHl 

PHX 

PIT 

RDU 

RIC 

ROC 

RSW 

SAN 

SAT 

SDF 

SEA 

SFO 

SlC 

STl 

. TPA 

YQB 

YUl 

YVR 

VYZ 

Miami, Fl 

Milwaukee, WI 

Minneapolis, MN 

New Orleans, lA 

Chicago,ll 

Norfolk, VA 

Portland, OR 

Philadelphia, PA 

Phoenix, AZ 

Pittsburgh, PA 

Raleigh Durham, NC 

Richmond, VA 

Rochester, NY 

Fort Myers, Fl 

San Diego, CA 

San Antonio, TX 

louisville, KY 

Seattle, WA 

San Francisco, CA 

Salt lake City, UT 

St louis, MO 

Tampa, Fl 

Quebec, Canada 

Montreal, Canada 

Vancouver, Canada 

Toronto, Canada 
BOS Boston, MA 

lAX los Angeles, CA 

EWR Newark, NJ 

lAD Washington, DC 

LASJ,as Vegas,I'N 

ORD Chicago,ll 

to ATl Atlanta, GA 

CMH Columbus,OH 

CVG Cincinnati, OH 

DTW Detroit, MI 

IND Indianapolis, IN 

lGA la Guardia, NY 

MCI Kansas City, MO 

to HNl 

KOA 

Honolulu, HI 

Kona, HI 

lAS las Vegas, NV 

LlH Lihue, HI 

MIA Miami, Fl 

OAK Oakland, CA 

OGG Kahului, HI "-- -- --

to ATl Atlanta, GA 

DTW Detroit, MI 

MSP Minneapolis, Mi\J 

to ATl Atlanta, GA 

CVG Cincinnati, OH 

DTW Detroit, MI 

MSP Minneapolis, MN 

Sl~~~ltlake City,_ UT 

MSP 

SlC 

Minneapolis, MN 

SaltLake City, J-lT __ _ 

SFO San Francisco, CA HNl Honolulu, HI 

SlC Salt lake City, UT ". 

'Subject to Section 6.1 of the JVA. 

MCO Orlando, Fl 

MEM Memphis, TN 

MSP Minneapolis, MN 

ORF Norfolk, VA 

RDU Raleigh Durham, NC 

SlC Salt lake City, UT 

YYZ Toronto, Canada 

PHX 

SAN 

Phoenix, AZ 

San Diego, CA 

SEA Seattle, WA 

SFO San Francisco, CA 

SlC Salt lake City, UT 

SMF Sacramento, CA 

3. CODESHARE ROUTES EFFECTIVE FROM THE JVA IMPLEMENTATION DATE 

From and after the JVA Implementation Date, the Parties shall engage in reciprocal 

Codesharing on all Joint Venture Routes (as defined in the JVA), Core Territory Beyond Routes (as 

defined in the JVA), the routes specified in clause 2 above, and other mutually agreed routes set 

forth in the Codeshare Agreement from time to time, provided that, unless otherwise agreed by the 

Parties in writing, such Codesharing shall be only for purposes of routings between points in the 

United Kingdom, on the one hand, and points in North America or other geographic regions specified 

in the Codeshare Agreement, on the other hand, and not for routings to or from points outside of 

such regions. 
Edition: Execution Copy 

SCHEDULE 2 

to the Code-Sharing Agreement 

between 

VIRGIN ATLANTIC AIRWAYS LIMITED 

and 

DELTA AIR LINES, INC. 

This schedule shall constitute an integral part of the Code Share Agreement between DL Air Lines, 

Inc. ("DL") and Virgin Atlantic Airways ("VS") dated 11th December 2012 and as such is subject to the 

terms and conditions set forth in the Agreement. 

Seat Inventory. Pricing. Traffic Documents. Commission. and Settlement Sell & Report 

1. Inventory Control and Pricing 

1.1 Mapping of Inventory Classes. The Parties shall map inventory classes of the Marketing 

Carrier to inventory classes of the Operating Carrier on the Codeshare Flights as set forth in 

that certain Special Prorate Agreement between the Parties, as amended from time to time. 

The Parties shall endeavour to map the applicable fare value of the Marketing Carrier's 

inventory classes to comparable classes of the Operating Carrier to provide nondiscriminatory access for bookings made by the Marketing Carrier for passengers yielding 

comparable net revenue values; it being understood, however, that the Operating Carrier 

will retain ultimate control over the opening, closing and other management of seat 

inventory availability on Codeshare Flights. The Parties shall from time to time review and 

modify the mapping of seat inventory to ensure that Marketing Carrier's inventory classes 

are mapped to the comparable inventory classes ofthe Operating Carrier. 

1.2 Inventory Control Coordinators. The Operating Carrier guarantees the Marketing Carrier to 

have comparable availability for each booking class on each segment through an automated 

computerized interface which both Parties agree to maintain during the term of this 

Agreement to expedite the sale of inventory on the Codeshare Flights. The Operating 

Carrier and the Marketing Carrier shall each assign individuals to serve as inventory control 

coordinators, who shall, to the extent permitted by applicable governmental laws, rules and 

regulations, exchange information necessary to assure that space on Codeshare Flights is 

made available to the Marketing Carrier as described above. 

1.3 DL Seat Inventory Restrictions. DL as the Marketing Carrier will be subject to capacity 

limitations such that, in anyone month, DL shall not sell more than fifty percent (50%) ofthe 

available seats on the Codeshare Flights flown by VS in such month. This limitation is 

measured by reviewing the total passengers boarded by DL (as the Marketing Carrier) in a 

monthly period on all VS Codeshare Flights in the applicable city pair. This limitation shall 

not apply to individual flights, flight days or time periods within a monthly measuring period. 

The inventory control coordinators shall cooperate so that procedures are in place at DL and 
at VS to ensure that seats sold by DL as the Marketing Carrier conform to this limitation. The 

Parties agree to modify this language, as necessary, to make it consistent with the 

requirements of either Party's labour contracts. 

1.4 Pricing. In all cases, the Parties will independently set fares for city-pairs served by 

Codeshare Flights. 

2. Traffic Documents and Settlement 

2.1. General Procedures. Financial transactions resulting from this Agreement shall be settled 

through the lATA Clearing House unless otherwise agreed, as long as both Parties are 

members of the same. The acceptance of passenger traffic documents used in connection 

with the "sell & report" Codeshare Flights, and settlement between the Parties for 

documents honoured by the Parties, shall be governed by the same procedures as those set 

forth in the lATA Interline Traffic Agreement, lATA Revenue Accounting Manual and ACH 

Manual except as described below. All tickets (including Marketing Carrier Tickets) used and 

honoured on "sell & report" Codeshare Flights shall be uplifted and retained by the 

Operating Carrier, which shall be responsible for processing and billing of such documents. 

2.2. Should one or both Parties cease to be a member of the lATA Clearing House, settlement 

shall be determined by the accountants of the Parties concerned in accordance with the 

Interline Traffic Agreement concluded between the Parties. 

2.3 Procedures for Marketing Carrier Validated Tickets. The following billing procedures shall 

apply to Marketing Carrier Validated Tickets: 

(a) The Operating Carrier shall bill uplifted coupons to the Marketing Carrier 

using the lATA Clearing House settlement process. Marketing Carrier 

Validated Tickets will be treated for billing purposes as if they showed the 

Code of the Operating Carrier in the carrier code box of the flight coupon. 

(b) The Marketing Carrier shall receive, as a "Base Commission" for all 

Marketing Carrier Validated Tickets on the Codeshare Flights, the then 

current standard industry Interline Service Charge as determined by 

reference to lATA Resolution 780 (currently 9%), as amended from time to 

time, or any successor resolutions thereto unless the Special Prorate 

Agreement between the Parties, as amended from time to time, specifies a 

different amount. 

(c) Special Prorate Agreement. With respect to Codeshare Flights with one or 

more flight segments flown by each Party (e.g., trunks and beyond gateway 

flights), the Parties shall prorate revenues derived there from as set forth in 

that certain Special Prorate Agreement between the Parties, in force and as 

amended from time to time. 

2.4 Procedures for Marketing Carrier Tickets Issued by Third Parties 

The following procedures shall apply where Marketing Carrier Tickets are validated on third 

party carriers for Codeshare Flights: 
(a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using 

the lATA Clearing House process. Marketing Carrier Tickets validated on 

third party carriers will be treated for billing purposes as if they showed the 

Code of the Operating Carrier in the carrier code box of the flight coupon. 

(b) In the case of Marketing Carrier Tickets issued by third parties, should the 

Operating Carrier not have an interline traffic agreement with the Ticketing 

Carrier, the Operating Carrier shall bill that coupon to the Marketing Carrier 

as an exceptional item (i.e., via correspondence) and not include that 

coupon in the normal monthly interline invoice to the Marketing Carrier. 

The value of coupons billed to the Marketing Carrier as exceptional items 

under this Section shall be equal to the value such coupons would have had 

if issued by the Marketing Carrier. 

(c) Solely to support interline billing to third parties, the Marketing Carrier 

hereby waives endorsement requirements for the Operating Carrier with 

respect to all Marketing Carrier Tickets validated on third party carriers. The 

Marketing Carrier shall supply the Operating Carrier with written 

confirmation in a form reasonably satisfactory to the Operating Carrier 

confirming its waiver of endorsement requirements for Marketing Carrier 

Ticket coupons validated on third party carriers for travel on the Codeshare 

Flights. 

(d) In the event that the Operating Carrier is unable to obtain satisfactory 

settlement of interline accounts with any third party that validated 

Marketing Carrier Tickets, the Marketing Carrier shall assist the Operating 

Carrier in settling such accounts. However, in no event shall the Marketing 

Carrier be required to reimburse the Operating Carrier for any losses 

incurred due to unsatisfactory interline account settlements with third 

parties. 

2.5 Taxes. With respect to all Codeshare Flights, the Operating Carrier shall bill the Ticketing 

Carrier for the applicable portion of taxes that are subject to interline billing, through the 

lATA Clearing House. 
Edition: Execution Copy 

SCHEDULE 3 

to the Code-Sharing Agreement 

between 

VIRGIN ATLANTIC AIRWAYS LIMITED 

and 

DELTA AIR LINES, INC. 

This schedule shall constitute an integral part of the Code Share Agreement between DL Air Lines, 

Inc. ("DL") and Virgin Atlantic Airways ("VS") dated 11th December 2012 and as such is subject to the 

terms and conditions set forth in the Agreement. 

Afghanistan 

Ethiopia 

Iraq 

North Korea 

Restricted Airspace 

• Note: The entire country is not necessarily covered by an overflight restriction or 

prohibition. The specific government restriction must be reviewed in order to determine the 

airspace or airports covered.