### Edition:ExecutionCopy



### DATED 11TH

### DECEMBER2012

(1)

### VIRGIN ATLANTICAIRWAYS LIMITED 

### -and

- (2) DELTAAIR LINES, INC.

CODE SHARINGAGREEMENTCONTENTS 1. DEFINITIONS 2. CODE SHARING AND ANCILLARY CO-OPERATION 3. INVENTORYCONTROLAND PRICING 4. MARKETING AND PRODUCT DISPLAY 5. TRAFFIC DOCUMENT ISSUANCE 6. SETILEMENTAND PRORATION ON CODE SHARED FLIGHTS 

### 7. PASSENGER RESERVATIONS 

### 8. DELAY, CANCELLATION AND DENIED BOARDING 

### 9. BAGGAGE 

### 10. AIRPORTS 

### 11. TRAINING 

### 12. SECURITYAND EMERGENCY PLANNING 

### 13. MAINTENANCE AND OPERATIONS 

### 14. FREE AND REDUCED RATE TRANSPORTATION 

### 15. TRADEMARKS 

### 16. CONDITIONSTO EFFECTIVENESS 

### 17. GOVERNMENTALAPPROVALS 

### 18. DURATION 

### 19. TERMINATION 

### 20. INDEMNIFICATION 

### 21. EXCLUSION OF CONSEQUENTIAL DAMAGE 

### 22. INSURANCE 

### 23. TAXES 

### 24. FORCE MAJEURE 

### 25. CONFIDENTIALITY 

### 26. DATA PROTECTION27. MISCELLANEOUS 28. ASSIGNMENT 29. AMENDMENTS/WAIVER 30. SEVERABILlTY 31. DESIGNATED REPRESENTATIVE OFTHE PARTIES 32. NOTICES 33. OPERATIONALSAFETY; OVERFLIGHTS OF RESTRICTED AIRSPACE; PROHIBITEDAIRPORTS 34. FAMILYASSISTANCE 35. RELATIONSHIP OFTHE PARTIES 36. THIRD PARTIES 37. ENTIRE AGREEMENT 38. FURTHER ASSURANCE 39. GOVERNING LAW 40. INADEQUACYOF DAMAGES

SCHEDULE 1- CODE-SHARED ROUTES SCHEDULE 2 - INVENTORYACCESS; PRICING; PAYMENT SCHEDULE 3 - RESTRICTED AIRSPACE

### Edition: ExecutionCopy

THIS AGREEMENT is made the 11thdayofDecember, 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 NorthAmerica. 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 designatorcode and VS isto be permittedto place DL's flight designatorcode on certain VS operated flights in conjunctionwithVS' flightdesignatorcode. 1. DEFINITIONS 1.1 The followingtermswill have thefollowing meanings:- "AirlineGuides"

"Applicable Law"

/IAssessment"

11Business 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 industryguidesas may be agreed.

means all applicable laws of any jurisdiction (including any amendments as may be made fromtimetotime) includingsecurities 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 CompetentAuthority. shall have the meaning specified in Clause 23.7 ofthis 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 ofthisAgreement. "Code" or"Codes" means the two or three character airline designatorcode 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 theservices ofthe Operating Carrier. "Code Shared Flight(s)" means those flights ofeither 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 passengertravelling on a Code Shared Flight using aMarketingCarrierTicket. "CompetentAuthority" means any supranational, national, local or municipal government body, agency, court, department, official or public or statutory person havingjurisdiction over this Agreement oreitherofthe Parties. "ConditionsofCarriage" means those terms, conditions, tariffs and rules ofcarriage ofa Partythatgovern the transport of passengers and their baggage travelling on tickets showing such Party's Code in the carrier boxofthe passengerflight coupon ore-ticket. "Confidential Information" shall have the meaninggiven in theJVA. "CRS" means a computerised reservations system owned or operated by any entity, including a Party, that contains information about commercial airline schedules, passenger fares, passengertariffrules, and flight availabilitythat 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"

"lATASchedulingSeason"

"ImplementingAgreement" Airlines, Inc., and ShuttleAmerica Corporation.

meansthe Party whose Code and flight number appear on the coupon or e-ticket held by the relevant passengerforthe Code Shared Flight.

means such date on which the conditions to implementation set forth in Section 16 are satisfied orwaived. shall have the meaning given to such term in theJVA.

means all orders, permits, licenses, registrations, waivers, authorisations, exemptions, confirmations and approvals of any Competent Authority which are necessary orare 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 theJVA. "Implementing Agreement shall have the meaning given to such term in Commencement Date" theJVA.

"JVA Implementation Date" "Lounge Agreement" "MarketingCarrier" shall have the meaninggiven in the Recitals. shall have the meaning given to the term Implementation Date in theJVA. shall have the meaning given to such term in theJVA.

means the carrier (whether DL or VS) whose Code is shown in the carrier code box of a passenger's flight coupon fora particularflight, butwhich is notthe OperatingCarrier."MarketingCarrier Review" "MarketingCarrierTicket"

"Material Default"

"OperatingCarrier"

"OtherParty" "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, includingthose issued by athird party, showing the Marketing Carrier's Code in the carrier box ofthe passenger'sflight coupon. includes copyright, logos, trademarks, trade names, service marks, symbols and corporate identifiersofa 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 benefitstothe Other Party under this Agreement, the JVA and the other agreements contemplated by the JVA considered as awhole overthe remaining term ofthis Agreement.

means the carrier (whether DL or VS) having operational control of the aircraft on a Codeshare Flight.

means DL orVS asthe case may be. shall have the meaning set forth in Clause 23.5 ofthisAgreement. shall have the meaning specified at the beginning ofthisAgreement.

means the manual agreed by the Parties marked "DL/VS Code Sharing Procedures Manual", as amended from time to time by mutual agreementofthe Parties.

means the internal computerised airline passenger reservations system used by the personnel ofan airline orany 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"

HTaxes ll

"TicketingCarrier" means the special prorate agreement entered into on orabout the date hereof by VS and the DL, orany successoragreementthereto. shall have the meaning set forth in Clause 23.2 ofthis Agreement.

means a Party orathird party, as the case may be, whosetrafficdocumentsare 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 ofthis Agreement (in which case the terms ofthis Agreement shall govern) oras otherwisespecified herein. 2. CODE SHARING ANDANCILLARY CO-OPERATION 2.1 Subjectto clause 2.2: 2.1.1 from and afterthe 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 theJVA Implementation Date is effected, each Party shall Code Share on Code Shared Flights operated by the Other Party in the mannerspecified 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 termsofits licensing agreementwithVirgin America Inc. as existfromtimetotime. 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 ofthe 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 effortsto maximise customer convenience and service by coordinatingtheirschedules in relation tosuch Code Shares Flights to minimise the waiting time ofpassengers who are connecting to orfrom such Code Shared Flights; provided that, except as otherwise specified in thisAgreement, neither Party shall be obliged to operate a specificflightorschedule and each Party shall retain the absolute righttodetermine its final schedules. 2.7 Notwithstandingclause 2.5 above, DLand VS shall use theircommercially reasonable efforts to reduce Minimum Connecting Times between DL flights and VS flights and vice versa at all DL/VS connecting pointstothe 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 ofthe 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 ortelegraphic 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,theterms ofthisAgreementshall 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 expectationsfortheCode 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' priorwritten notice ofsuch cessation (save thattothe extentthis provision conflictswiththeJVA, theJVA shall prevail). 3. INVENTORYCONTROLAND 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 permittingthesale ofinventoryon 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, ifsuch disclosure is not reasonably possible, at the earliest reasonable opportunity before the passenger arrives at an airportofdepartureforaCode 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 Partyshall includethe Code Shared Flights in all published listings ofindustryschedules published afterthe commencement ofthis 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 ofthe 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, ofall 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 forthe publication ofCode Shared Flights orconnections to and from such flights in the Airline Guides, CRS's and Reservation Systems shall be borne bythe Partywhose Code isdisplayed 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 forthe benefit ofthe Other Party shall be provided to a standard which is no lower in value or qualitythan the Reservations System used byeach Partyfor 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 passengertraffic documents and, if legally required, the tariffs ofthe Parties shall provide that carriage is at all times subjectto the Convention forthe Unification ofCertain 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 ofCertain Rules for International Carriage by Air, signed at Montreal, May 28, 1999,as anyofthose instruments has been, oris, amended fromtimetotime; and5.2 Upon request, each Party will provide the other with a copy of its traffic documents, applicable ConditionsofCarriage and tariffsforservices 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 ofsuch contract. The Operating Carrier shall be entitled to conduct Code Shared Flights in accordance with its Conditions ofCarriage and the Marketing Carrier shall ensure that its Conditions ofCarriage incorporate, by reference, the Operating Carrier's Conditions ofCarriage intocontracts ofcarriage itenterswithCode Shared Passengers. 5.4 Acting reasonably, the Parties shall consider howto manage any differences between their respective Conditions ofCarriage 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. SETILEMENTAND PRORATION ON CODE SHARED FLIGHTS 6.1 Tickets forCode Shared Flights may be issued byeither Party, orthird partieswith whomthe Parties from time to time have interlinetraffic agreements, in the same manner as for any otherflightofthe MarketingCarrierorOperating 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 specificallysetforth in Schedule 2. 7. PASSENGER RESERVATIONS The conditions, actions, and translations required for an automated interface between the Reservations Systems ofthe 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 ofthis Agreement. 8. DELAY, CANCELLATION AND DENIED BOARDING 8.1 The Operating Carrier shall supply tothe Marketing Carrier and its agent, ifany, in a timely and prompt manner with all relevant information concerning flight delay, cancellation orirregularity in relation toanyCode 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 ofdelays, cancellations or irregularities regarding Code Shared Flights, Code Shared Passengers shall receive boarding priority, accommodation and other treatmenton the same basis asthe Operating Carrier providesto itsown passengers travelling in thesame class ofservice andjourney 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 ofcancellation ofaCode 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 ofdeparture, each Party (or its nominated agent) will assume the responsibility for notifyingthe passengers who hold tickets with its Code and making necessary arrangements foralternative transportation. Any costs and expenses incurred for such alternative transportation for any passengerwill 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 ofdeparture, 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 makesforthe MarketingCarrier'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 aqualityground product that supports both brands and meets all relevant service specifications. In particular, the Partiesshall: 10.2.1 arrange clearsignage 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 relevantairportauthority);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 bythe Operating Carrierforall 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 customerservice in relation toany 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-flightservice. 12. SECURITYAND 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, butsuch programs shall, at a minimum, comply with the standards set forth by the relevant Competent Authorities. Such provisions shall include applicable procedures forthe physical screening ofpassengers, baggage, cargo, interviewing of passengers, and selective loading ofbaggage and cargo and mail. 12.2 The Partiesagree tocooperate on matters relatingto security procedures, requirements and obligations atall airportsserved by Code Shared Flights. 13. MAINTENANCEAND OPERATIONS 13.1 Prior to the implementation of the Code Shared Flights and during the term of this Agreement, the MarketingCarriershall havethe right, at itsown 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. Notwithstandingthe foregoing, the Marketing Carrier does not undertake anyresponsibility orassume any liabilityforany aspect ofthe Operating Carrier's operations nor shall the Operating Carrier be entitled to assert any responsibility orassumption of liability on the partofthe Marketing Carrierforthe Operating Carrier's safety, security, oroperation ofthe Code Shared Flights. 13.2 The Marketing Carrier's Reviews do not authorise the Marketing Carrier to access the Operating Carrier's records, documentsorsystem 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 forthe maintenance ofits leased orowned aircraft, engines orotherequipment 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 orthe FAA or EASA (to the extent thatthis does not conflict with the requirements ofthe relevant CompetentAuthority). 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 ofthe relevant manufacturers MPD and all Applicable Laws, maintain the aircraft, engines and otherequipment used in connection withthe Code Shared Flight in such a mannerthat will qualify such aircraft, engines and other equipment to maintain apublictransportcertificate ofairworthiness issued byaCompetentAuthority. 13.6 The Operating Carrier shall have technical and operational control ofthe 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 safetyoftheaircraftand 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 bythe relevant CompetentAuthorityorthe FAA or EASA (tothe extent thatthis does notconflictwith the relevantCompetentAuthority). 13.8 Each Party shall providethe other, on a regular basis (oras otherwise agreed by the Parties), with details ofany 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 toticket industry non-revenue ordiscounted (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 ordiscounted travel, except atthe Operating Carrier's expense. 15. TRADEMARKS15.1 Each Party agrees that all Marks ofthe 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 ofitsown Marks. 15.2 Each Party agrees that all rights in a Party's Marktogetherwith anygoodwill in orattaching 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 orvariations 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 priortothe 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 ofthe text and graphics relatingtothisAgreement orany Code Shared Flight. 15.4 Each Party grants a non-exclusive, non-transferable license to use its Marks to the Other Party forthe promotion ofCode Shared Flights for the duration ofthis Agreement, subject tothefollowing 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 writingbythe Other Party; 15.4.2 each Party agrees thatthe use ofthe Other Party's Marks shall not be derogatory nor likely to bring thesame intodisrepute; 15.4.3 each Partyacknowledgesthe 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 ofthe 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 Partytothe 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 notacceptabletosuch Other Party;15.4.7 DL shall promptly notifyVS ofany infringement or suspected infringement ofVS's Marks, and DL shall not communicate with any infringer or suspected infringer without obtaining the prior written approval ofVS. VS shall have the exclusive right to sue or take other action against infringers ofVS'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 notaffect DL's obligations orVS'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 relatedto,anysuch infringement; and 15.4.8 VS shall promptly notify DL ofany 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 ofDL. 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 notaffectVS'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 relatedto, anysuch 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 ortechnical information and advice forthe 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. CONDITIONSTO EFFECTIVENESS 16.1 Within 45 days ofthe date hereofthe 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 hereunderto be implemented in accordance withthe Implementation Plan on orbefore the ImplementingAgreement Commencement Date.16.2 Notwithstanding the foregoing, implementation of the Codesharing contemplated hereunder is subject to the satisfaction or waiver ofthe following conditions, which each Party shall use its commercially reasonable efforts to satisfy as soon as reasonably practicable:

17. GOVERNMENTALAPPROVALS 16.2.1 Each Party, as applicable, shall have received any US Department of Transportation approvals required in order forthe 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, includingthose concerning operating licensing and the airworthiness ofaircraft 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 ortax related recordsorany records containingcost, pricing orothercompetitive 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 thisAgreement. 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 ofthisAgreement. 

### 18. DURATION This Agreement shall remain in force unless otherwise terminated in accordance with the provisionsofClause 19 orClause 24. 19. TERMINATION 19.1 Either Party mayterminatethisAgreement:- 19.1.1 upon written notice in the event of a Material Default by the Other Partythat has not been cured within ninety (90) days after receipt by such Party of written notice of such Material Default, whichnotice 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 itpursuanttoClause 22.1; or 19.1.3 iftheJVAterminates in accordance with itsterms. 19.2 Notwithstanding any otherclause in thisAgreement, on termination ofthisAgreement each Party undertakesto co-operate with each othertowind down the Code Share and, as soon as reasonably practicable, but in any eventwithin 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 bysuch Party; 19.2.2 procure, in relation to Code Sharing on itsservices, 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 effortsto notifyall 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 designatorcode. 19.3 The termination of this Agreement will be without prejudice to any rights which have already accrued to either ofthe Parties underthis Agreement and the provisions ofClauses 19.2, 19.4, 20, 23, 2S and 26 shall remain in full force and effect notwithstanding termination. 19.4 Upon termination ofthisAgreement all sums owed by one Partyto the other shall become due for payment and, notwithstanding termination of the Agreement, shall be paid in accordance with theterms oftheAgreement.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 partyshall include its respective officers, employees and agents. 20.2 The Operating Carrier shall indemnify and hold harmless the Marketing Carrierfrom Claims asserted or recovered by anythird party by reason of: 20.2.1 the death ofor injury to persons or the loss of or damage to property or the delay of persons or property (excluding Operating Carrier property) occurringwhile such persons orpropertyare under the control or in the custody of, or are being transported by, theOperating 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 MarketingCarrier; or 20.2.3 any inconsistency between the Conditions of Carriage of the Marketing Carrier (excluding any condition therein which incorporates the Conditions ofCarriage ofthe Operating Carrier into contracts of carriage between the Marketing Carrier and aCode Shared Passenger) and those of the Operating Carrier which has the effect of creating, or increasing, a liability ofthe Marketing Carrier which would not otherwise exist under its own Conditions ofCarriage and/orApplicable Law; or 20.2.4 cancellation or failure to provide carriage of any passengers, baggage orcargo; 20.2.5 the death ofor injury to persons or the loss ofor 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 forTaxes payable by the Operating Carrier, fees, charges, penalties and fines in respect ofor 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 ordamage to property, relating to information that was obtained or could have been obtained or actions that were taken or could have been taken pursuanttoany MarketingCarrier Review; and 20.2.8 "advance payments" made by the Marketing Carrierto 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 withoutthe consent ofthe 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 ofany liability arising from the Marketing Carrier's breach ofthisAgreement, gross negligence orwilful misconduct. 20.4 The Marketing Carrier shall indemnify and hold harmless the Operating Carrier from Claims asserted orrecovered byanythird party by reason of: 20.4.1 the death ofor injury to persons or the loss of or damage to property or the delay of persons or property (excluding Operating Carrier property) occurringwhile such persons orpropertyare under the control or in the custody of, or are being transported by, the MarketingCarrier; 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 ofthe Operating Carrier and those ofthe Marketing Carrierwhich has the effect ofcreating, or increasing, a liability of the Operating Carrier which would not otherwise exist under its own ConditionsofCarriage and/orApplicable Law; or 20.4.4 infringement ofathird 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 tothe extent they are paid to the Marketing Carrier butowed 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 CompetentAuthority. 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 ofany liability arising from the Operating Carrier's breach ofthis Agreement, gross negligence orwilful 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 ofthis Agreement, gross negligence orwilful misconduct. 20.7 The indemnities in clauses 20.2 and 20.4are conditional uponthe indemnified Party: 20.7.1 promptly giving the Other Party written notice of the Claim and taking reasonable steps in the interimto protectthat Party's right todefend; and 20.7.2 permitting the Other Party to have control of the defence ofthe Claim provided thatthe 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 ofany 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 ofthis Agreement.22.1.1.5 provide that except in respect ofany provision forcancellation 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 ofnot less than thirty(30) days notice (butseven 

### (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 ofthe policy(ies) or any endorsement, orin the eventofpolicy(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 awaiver of insurers' rights ofsubrogation against the Marketing Carrier, to the extentsetforth in Clause 20.2 oftheAgreement. 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 indicatethatsuch 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 policyconditions. 22.3 Ifthe Operating Carrierfailstoeffectormaintain anyofthe insurance required underClause 22.1 ofthis Agreement, the Marketing Carrier, without prejudice to any other rights it may have, may, afterfirst attemptingto reach an accord with the Operating Carrier as to howto remedy such failure, take out any such insurance policies to cover the Operating Carrier's insurance obligations underthisAgreement, 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 Carrierand Marketing Carrieragree to consult and cooperate in good faith in the handling, resolution, settlement or defence of such claims, butthefinal claims handlingauthority rests withthe Operating Carrierand its insurers. 23. TAXES 23.1 Subject to Clause 23.4, any income orfranchise taxes (or taxes ofa similar nature) on the revenues or income from thesale ofairtransportation hereunder, shall be the responsibility ofand 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 othervalid 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 interestor penaltythereon (togetherwith income, franchise and similartaxes referred to in Clause 23.1, all hereinafter COllectively referred to as the "Taxes"), imposed by any CompetentAuthorityor levied upon itby operation ofApplicable Law. It is understood that the Ticketing Carrier will collect and remit to the taxing authorities any non-interlineable taxes levied on sales ofairtransportation. 23.3 The Marketing Carrier (in addition to any otherfee orcharge payable under any other part ofthisAgreement) will compensate the Operating Carrierforall airporttaxes, fees or other charges the Operating Carrier is responsible to pay to aCompetentAuthority but which are collected by the Marketing Carrierfrom the passengers ofthe Marketing Carrier and shown on the ticketseparatelyfromthefare. 23.4 All references to payments made in this Agreement are references to such payments exclusive ofany Value Added Tax (or similar) chargeable in respect ofthe supply ofservices for which payment is made and any such Value Added Tax shall be added to and paid with those paymentsagainstthe provision ofapropertax 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 ofsuch taxing authorities, the Payershall be entitled to do so and consequentlythe paymentstothe Payee shall be net of such withholding taxes, provided only that the Payer takes all reasonable steps to reduce oreliminate any withholding consistent with Applicable Law and the Payer keeps the Payee informed of: 23.5.1 any obligation ofthe Payertowithhold; 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 tosuch 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 underthe lawsofthe countryofthe Payee. 23.7 Ifeither Party receives notice from any taxing authority with respect to any assessment or potential assessment or imposition ofanyTax (collectively an "Assessment"), thatthe Other Party would be responsible forpaying, directlyorthrough 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 IfForce Majeure delays or prevents performance by either Party ofitsobligations underthis Agreement, then, upon notice of Force Majeure being given in accordance with the provisions ofClause 24.2 below, the duty ofthe affected Party to perform such obligations shall be immediately suspended or limited (insofar as circumstances prevent performance) until such circumstances shall have ceased butthe payment obligations ofthe Parties shall notbe affected in any mannerwhatsoever. 24.2 Clause 24.1 shall notapply unlessthe Partyseeking relief: 24.2.1 notifies the Other Party ofthe relevant event and consequences as soon as possible after itoccurs; 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 lossesorriskoflosses. 24.3 Subjectto Clause 24.2, whereverthe 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 reliefunder Force Majeure providedthat:

25. CONFIDENTIALITY 24.3.1 Ifthe JVA is in force, the Other Party has exercised written notice to terminate the JVA in accordance with section [12.2.6J oftheJVA; and 24.3.2 Ifthe JVA is not effective, the right oftermination pursuantto clause 19.1.3 shall alloweither Partyto terminateat anytime.

Confidential Information exchanged hereunder, including the terms and conditions ofthis Agreement, shall be subject to the rights and obligations ofthe 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 Forthe purposes ofthis 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 specificto 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 orset ofoperations 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 ordestruction. 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 Partyshall: 26.2.1 process the Personal Data onlyforthe purposes of as contemplated by this Agreement and only in accordance with terms contained in this Agreement orotherwise agreed in writing with the Other Partyfrom timetotime; 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 orcourtorder; 26.2.3 at all times ensure that commercially reasonable Technical and Organisational Security Measuresare taken against unauthorised or unlawful Processing of Personal Data and against accidental loss ordestructionof, ordamage 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 byanyCompetentAuthority; 26.2.6 appoint and identify to the Other Party a named individual within the Party's organisation to act as apoint ofcontactforany enquiriesfrom 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 ofit including all information derived from it in anyform and on any media. 26.3 Each Party warrants that itis correctly notified and has the necessary legal authority in any jurisdiction where any Processing of Personal Data will take place under this Agreement in ordertocarryoutthe Processing on behalfofthe 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, itsagents, subcontractorsoremployees. 27. 

### MISCELLANEOUS 27.1 Unlessotherwisespecified in this Agreement, referencesto: 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 theretoas may be made fromtimetotime.27.1.3 termination of this Agreement shall mean the termination of this Agreement by exercise of termination rights. 27.1.4 the plural includethesingular 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 orenlarge thescope ofthisAgreement oranyofits provisions. 27.4 Unless otherwise expressly stated in this Agreement, any reference to a particular statute shall be in respect ofsuch 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 orafterthe date ofthis Agreement) and any reference to a particular section ofa statute includes any section ofa laterstatutewhich modifies, replaces orre-enactsthatsection. 27.5 This Agreement may be executed by one or both ofthe Parties on any number ofseparate counterparts and all ofsuch counterpartstaken togethershall be deemed to constitute one and the same instrument. Execution may be effected by delivery offacsimiles ofsignature 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 notexclusive ofeach otherorany 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 ofits rights.orobligations underthis Agreementwithoutthe priorwritten consent ofthe 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 liabilityofthe Operating Carrier undertheterms ofthis 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 thatthe services provided by the sub-contractor in respect ofor in relation tothe Code Shared Flight shall not in any way be ofan inferior quality orstandard 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 immediatelyto (a) suspend Code Sharing on the Operating Carrier's flights, (b) re-acommodate its passengers on Marketing Carrieroperated flights orthose ofathird party carrier, and (c), ifapplicable, return seat inventory to the Operating Carrier, including inventory resulting from any re-accommodation ofCode Share Passengers bythe MarketingCarrier. 33.2 The Operating Carrier shall notdisplaythe MarketingCarrier's Code on any Codeshare Flight that enters, departs ortransits the airspace orairports ofany 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 ofany 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 tochange the itineraryofthe Codeshare Flight concerned bysuch overflight restriction orprohibition. 34. FAMILYASSISTANCE 34.1 The Parties and their respective insurers shall endeavour to co-operate in post accident claims handlingto mutuallyensure thatthe families ofthe accidentvictims 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 oras 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 ofthe Operating Carrier aboard the aircraft. 34.3 In the event ofany 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 Carrierto meet its legal and moral obligationsto such passengers and theirfamilies. 34.4 In the event ofany accident orincident involving aCode Shared Flightthat 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 notifythe MarketingCarrierofsuch incidentoraccident 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 theOperating 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 theirrelatives 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 regulationsofthe 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 itwill not always be possible to notify each other priorto making such disclosures. The disclosing Party will as soon as reasonably practicable, provide the non disclosing Party with acopy ofthe statement, announcement ordisclosure made. At all timesthe disclosing Party agrees toact in the utmostgood faith to protectthe goodwill and name ofthe Other Party, and will not make (directly or indirectly) any admission of liability on the partofthe Other Partywithoutthe priorwritten consent ofthatOther 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 OFTHE PARTIES 35.1 The relationship between the Parties shall be that of independent contractors. Neither Party is intended to have, and neither ofthem shall represent to any other person that ithas any power, right orauthorityto bind the other,ortoassume, orto 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, apartnership,jointventure, employment relationship, franchise oragency. 36. THIRD PARTIES 36.1 A person who is not a party to this Agreement shall have no rights to enforce any term ofthisAgreement. 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 ofthe Parties acknowledges that inentering into this Agreement it has not relied on any representation or warranty exceptthose expresslysetoutin thisAgreement. 38. FURTHERASSURANCE 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 ofthe Parties may reasonably require by notice in writing to the otherto carry the provisions ofthis Agreement intofull force and effect. 39. GOVERNING LAW 39.1 This Agreement (or formation thereof) shall in all respects (including noncontractual disputes orclaims arising outoforin connection withtheAgreement) be subject to and construed in accordance NewYork law and the Parties agree that in the eventofany dispute (including any non-contractual disputes orclaims) the Parties agree to submitto the non-exclusive jurisdiction ofthe federal or state courts located in the Southern District of NewYork. 39.2 The Parties shall attempt to resolve disputes informally in accordance with the provisions of Section 16.8.2 ofthe 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 thisAgreement notwithstandingsuch 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 ofthe terms ofthis agreement by a Party. Accordingly, a Party shall be entitledtothe remedies of injunction, specific performance orother equitable relieffor any threatened or actual breach ofthetermsofthis agreement bythe other Party.IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their authorized representatives as ofthe datefirst above written.

SIGNED on behalfof VIRGIN ATLANTIC AIRWAYS LIMITED

By:

....................................................................................... Name: Title: Date:

SIGNED on behalfof DELTA AIR LINES, INC.

By:

.........

# ~....

# p.~

# ............ Name:

## ~HAI2L-~S**PtlPPIf~** Title: 

# VI> A("f., (fr).f

# c.£.s

Date:

11/10015584_1 31IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their authorized representatives as ofthe datefirstabovewritten.

SIGNED on behalfof VIRGIN ATLANTIC AIRWAYS LIMITED

By:

.....................

# v..0.

..**~.~**

# ...................................... Name: Title: Date:

SIGNED on behalfof DELTAAIR LINES, INC.

By:

.................................................................................... Name: Charles Pappas Title: Vice PresidentAlliances Date:

Page 31 of38

### SCHEDULE 1 totheCode-Sharing Agreement between 

### VIRGIN ATLANTIC AIRWAYS LIMITED and 

### DELTA AIR LINES, INC.

This schedule shall constitute an integral partofthe Code Share Agreement between Delta Air Lines, Inc. ("DL") and Virgin AtlanticAirways ("VS") dated 11th December2012 and as such is subjecttothe termsand conditions setforth in theAgreement.

1. GENERAL 1.1 The Parties, by mutual consent and in writing (which agreement may be evidenced by implementation ofCodesharing on a Route), may add, discontinue orsubstitute one ormore oftheCodeshare Routes on whichtheywill operateCode shared Flights. 1.2 Ifeither Partyadds additionalfrequencies on thefollowing Codeshare Route(s), theschedule 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 ordeclined in the Operating Carrier's sole discretion. 

### 2. CODESHARE ROUTES EFFECTIVE FROM THE EFFECTIVE DATE

2.1

LHR

LGW The termsoftheAgreement shall applytothe Code Shared Flights operated by DLand VS on thefollowing Codeshare Routes (bothways) fromthe Effective Date: WhereVS is the Operating Party:

London Heathrow to BOS Boston, MA

## * EWR Newark, NJ 

## * JFK NewYork, 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, NVMCO 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 Dlis theOperating Party:

lHR london Heathrow

MAN Manchester, UK

JFK NewYork, NY to JFK NewYork, 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 FortWorth,TX Detroit, MI Fort lauderdale, Fl Washington, DC Indianapolis, IN Jacksonville, Fl lasVegas, NV losAngeles, 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 NewOrleans, 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, CanadaBOS Boston, MA

lAX losAngeles, CA

EWR Newark, NJ

lAD Washington, DC

LASJ,asVegas,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 lasVegas, 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 SaltLakeCity,J-lT

___ SFO San Francisco, CA HNl Honolulu, HI SlC Salt lakeCity,UT ". 'Subjectto Section 6.1 oftheJVA. MCO Orlando, Fl MEM Memphis, TN MSP Minneapolis, MN ORF Norfolk,VA RDU Raleigh Durham, NC SlC Salt lakeCity, 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 Agreementfrom time totime, 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, onthe one hand, and points in NorthAmerica orothergeographic regionsspecified in the Codeshare Agreement, on the other hand, and not for routings to orfrom points outside of such regions.Edition: Execution Copy

SCHEDULE 2 tothe Code-SharingAgreement between VIRGIN ATLANTICAIRWAYS LIMITED and DELTAAIR LINES, INC.

This schedule shall constitute an integral part ofthe Code Share Agreement between DL Air Lines, Inc. ("DL") and Virgin AtlanticAirways ("VS") dated 11th December2012 and as such is subjectto the termsand conditionssetforth in theAgreement. Seat Inventory. Pricing.Traffic Documents. Commission. and SettlementSell & Report 1. InventoryControl and Pricing 1.1 Mapping of Inventory Classes. The Parties shall map inventory classes of the Marketing Carrierto inventoryclasses ofthe Operating Carrieron the Codeshare Flights as set forth in thatcertain 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 mappedtothe comparable inventoryclasses oftheOperating Carrier. 1.2 Inventory Control Coordinators. The Operating Carrier guarantees the Marketing Carrier to have comparable availabilityforeach 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 availabletothe MarketingCarrieras described above. 1.3 DL Seat Inventory Restrictions. DL as the Marketing Carrier will be subject to capacity limitationssuch that, in anyone month, DLshall notsell morethan fiftypercent (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 notapplyto individualflights, flightdays ortime periods within amonthly measuring period. The inventorycontrol coordinators shall cooperate so that procedures are in place at DL andat

### VSto ensure thatseats sold by DLas the MarketingCarrier conformtothis limitation.The Parties agree to modify this language, as necessary, to make it consistent with the requirementsofeither Party's labourcontracts. 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 ofthe 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 MarketingCarrierTickets) used and honoured on "sell & report" Codeshare Flights shall be uplifted and retained by the Operating Carrier, which shall be responsible forprocessing and billing ofsuch documents. 2.2. Should one or both Parties cease to be a member ofthe lATA Clearing House, settlement shall be determined by the accountants of the Parties concerned in accordance with the InterlineTrafficAgreement concluded betweenthe Parties. 2.3 Procedures for Marketing Carrier Validated Tickets. The following billing procedures shall applyto MarketingCarrierValidated 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 ifthey showed the Code ofthe Operating Carrier in the carriercode box ofthe 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 differentamount. (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 timetotime. 2.4 Proceduresfor MarketingCarrierTickets Issued byThird Parties The following procedures shall apply where Marketing CarrierTickets are validated on third party carriersforCodeshare 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 partycarriers will be treated for billing purposes as ifthey showed the Code ofthe OperatingCarrier in the carriercode boxoftheflight 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 underthis Section shall be equal to thevalue such coupons would have had ifissued bythe MarketingCarrier. (c) Solely to support interline billing to third parties, the Marketing Carrier hereby waives endorsement requirements for the Operating Carrier with respecttoall MarketingCarrierTicketsvalidated on third partycarriers. 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 fortravel 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 oftaxes that are subject to interline billing, through the lATA Clearing House.

### Edition: ExecutionCopy

SCHEDULE 3 tothe Code-SharingAgreement between VIRGIN ATLANTICAIRWAYS LIMITED and DELTAAIR LINES, INC. This schedule shall constitute an integral part ofthe Code Share Agreement between DL Air Lines, Inc. ("DL") and Virgin AtlanticAirways ("VS") dated 11th December2012 and as such is subjecttothe termsand conditionssetforth intheAgreement.

Afghanistan Ethiopia Iraq North Korea Restricted Airspace

• Note: The entirecountry is not necessarilycovered byan overflight restriction or prohibition. The specific government restriction must be reviewed in orderto determinethe airspace orairports covered.