### BEFORE THE U.S. DEPARTMENT OFTRANSPORTATION

WASHINGTON, D.C. "".

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## ~', ) 

### Application of ) ) 

### CHINA EASTERN AIRLINES CORPORATION LTD. ) ) 

### for ablanket exemption under ) 49 U.S.C. 

## S40109 (U.S.-ehina Codesharing) ) --------------). ) Application of ) ) VIRGIN AMERICA INC. ) ) for ablanket statement ofauthorization under ) 14CF.R. Part 212 (U.S.-China Codesharing) ) ) Docket No. OST- 20l4-J 

# 0107

Docket No. OST- 2014-0 

## J 0

# 'if

JOINT APPLICATION OF CHINA EASTERN AIRLINES CORPORATION LTD. AND VIRGIN AMERICA INC.

Communications with respect to this document should be sentto: Evelyn D. Sahr Drew M. Derco Eckert Seamans Cherin &

### Mellott, L.L.C. 1717 Pennsylvania Ave., N.W., 12th

### Floor Washington, D.C. 20006 Tel: (202) 659-6600 Fax: (202) 659-6699 esahr@eckertseamans.com dderco@eckertseamans.com Counsel for China Eastern Airlines Corporation Ltd. June 17,2014 Malcolm L. Benge Jonathon H. Foglia Zuckert Scoutt &

### Rasenberger, L.L.P. 888 Seventeenth Street, N.W., Suite 700 Washington, D.C 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 mlbenge@zsrlaw.com jhfoglia@zsrlaw.com Counsel for Virgin America Inc"

NOTICE: Answers to the statement ofauthorization sought herein ordinarily would be due by June 26, 2014, and answers to the requested exemption ordinarily would be due by July 2, 2014. The Joint Applica"nts are requesting expedited processing and will poll the air carrier representatives served with this Application and notify the Department of the results.

### BEFORE THE U.S. DEPARTMENT OFTRANSPORTATION

WASHINGTON, D.C.) 

### Application of ) ) 

### CHINA EASTERN AIRLINES CORPORATION LTD. ) ) 

### for ablanket exemption under ) 49 U.S.C. 

## S40109 (U.S.-China Codesharing) ) ) ) 

### Application of ) ) 

### VIRGIN AMERICA INC. ) ) 

### for ablanket statement ofauthorization under ) 14C.F.R. Part 212 (U.S.-China Codesharing) ) ) 

### Docket No. OST- 2014.

Docket No. OST

-2014-

JOINT APPLICATION OF CHINA EASTERN AIRLINES CORPORATION LTD. AND VIRGIN AMERICA INC. China Eastern Airlines Corporation Ltd. ("China Eastern") hereby applies for a blanket codeshare-only exemption pursuant to 49 U.S.C. 

## S 40109, and Virgin America Inc. ("Virgin America") hereby applies for ablanket statement of authorization under 14 C.F.R. Part 212, in order to engage in codeshare operations asmore fully described herein. In support ofthis Joint Application, China Eastern and Virgin America (collectively, the "Joint Applicants") hereby state as follows: 1. The Joint Applicants recently entered into an agreement to engage in codeshare services (the "Codeshare Agreement"). A copy ofthe Codeshare Agreement is attached hereto

-1-

### (Exhibit A).! The Joint Applicants plan to initiate the proposed codeshare services on or about

July I, 2014. The initial routes covered by the Codeshare Agreement are set forth in Appendix Atothis Joint Application. 2. The Joint Applicants request: (i) ablanket statement of authorization for Virgin America to display China Eastern's "MU" designator code on flights operated by Virgin America between any points in the United States, in conjunction with foreign air transportation of persons, property and mail held out by China Eastern between a point or points in China (either non-stop or via third country intermediate points) and a point or points in the United States; and (ii) a blanket exemption under 49 U.S.C. 

## 9 41019 authorizing China Eastern to provide such foreign air transportation ofpersons, property and mail, on acodeshare-only basis with Virgin America, between any points inthe United States. 3. The Joint Applicants request that: (i)the statement ofauthorization be granted for

an indefinite duration so long as the Joint Applicants' codesharing arrangement remains in effect; and (ii) the blanket exemption be issued for a period of no less than two (2) years' duration. Should the Codeshare Agreement cease tobe effective, the Joint Applicants will notify the Department accordingly. 4. China Eastern holds aforeign air carrier permit to engage in scheduled foreign air transportation ofpersons, property, and mail between China and the United States, Order 92-11- 7 (Nov. 10, 1992), and currently serves both Los Angeles and San Francisco pursuant to exemption authority. See Notice of Action Taken in Dockets OST-2005-23074 (Jan. 9, 2014) and OST-2013-0079 (Jan. 9, 2014).

I As is customary for requests of this nature, commercially sensitive information has been redacted from the attached Codeshare Agreement. A copy of an umedacted Codeshare Agreement will be provided to the Department in accordance with 14C.F.R. 

### S 302.12.

-2-

### 5. Virgin America is authorized to engage in interstate air transportation ofpersons,

property and mail pursuant to its certificate ofpublic convenience and necessity, Order 2007-8- 17 (Aug. 17,2007) (confirming oral actions and issuing effective certificate authority). 6. Pursuant to Rule 24 of the Department's Rules of Practice, the Joint Applicants request that the Department take official notice ofall information and data that have been filed to establish their fitness. 7. The requested codeshare authorities are fully consistent with the current Air Transport Agreement between China and the United States.2 

### Specifically, subparagraph (l)(a) ofparagraph 5 ofArticle II ofthe Agreement provides:

A Chinese airline or airlines may codeshare with any U.S. airline or airlines without limitation. Subject to the mutual agreement ofthe participating Chinese and U.S. airlines, such codeshare arrangements may also involve airlines ofthird countries. U.S. and Chinese airlines may hold out codeshare services pursuant to this subparagraph onroutes that include points inthe territories ofthe Parties and may also include anybehind, intermediate andbeyond points inthird countries. 8. Grant of the requested codeshare authorities also is consistent with the public interest and would expand online service options for consumers. Indeed, and as the Department has long recognized:

Increased international code sharing and other cooperative arrangements can benefit consumers by increasing international service options and enhancing competition between carriers, particularly for traffic to or from cities behind major gateways. By stimulating traffic, the increased competition and service options should expand the overall international market and increase overall opportunities forthe aviation industry. U.S. airlines should bemajor beneficiaries ofthis expansion and the concomitant increased service opportunities, given their competitive advantages. 3

2 See Agreement between the Government of the United States of Amenca and the Government of the People's Republic ofChina Relating to Civil Air Transport (Sep. 17, 1980), as amended (the "Agreement").
3 See Statement of United States International Air Transportation Policy, 60 Fed. Reg. 21,841, 21,842 (May 3, 1995).

-3-

### 9. The authorities requested herein have been routinely granted under similar

circumstances. See Notices ofAction Taken in Docket OST-2011-0065 (China Eastern/Delta Air Lines, Inc.) and Notices ofAction Taken in Dockets OST-2003-1613 and OST-2008-0068 (AirChinaLtd. andUnited AirLines, Inc.). 10. The Joint Applicants agree to accept the standard conditions typically applicable
to codeshare authority such as that requested in this Application. In this regard, the Joint Applicants will conduct alloftheir codeshare operations incompliance with 14C.F.R. Part257. II. With respect to the statement of authorization requested herein, the Joint Applicants respectfully ask that the Department waive its requirement under 14 C.F.R. 

## 9 212.IO(d)(2) that such requests be filed at least 45 days in advance of the proposed date of implementation. 12. The Joint Applicants request expedited approval ofthis Application in order to facilitate theinitiation ofthe codeshare services described above atanearly date.

-4-

### WHEREFORE. based on the foregoing, the Joint Applicants respectfully requestthat the

Department grant (i) a blanket statement of authorization to Virgin America and (ii) a blanket codeshare-only exemption to China Eastern, as more fully described herein, so that the Joint Applicants may implement the Codeshare Agreement. The Joint Applicants further request that the Department grant such other or additional relief as it considers consistent with this Joint Application and thepublic interest. Respectfully submitted, 

# /YeA" l). 

# SA~r



# Ip~ EvelydD. Sahr 

# 7 Drew M. Derco Eckert Seamans Cherin &

### Mellott, L.L.C. 1717 Pennsylvania Ave., N.W., 12th

### Floor Washington, D.C. 20006 Tel: (202) 659-6600 Fax: (202) 659-6699 esahr@eckertseamans.com dderco@eckertseamans.com Counsel for China Eastern Airlines Corporation Ltd.

June 17, 2014

-5- 

### M lcolm L. B e Jonathon H. Foglia Zuckert Scoutt &

### Rasenberger, L.L.P. 888 Seventeenth Street, N.W., Suite 700 Washington, D.C. 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 mlbenge@zsrlaw.com jhfoglia@zsrlaw.com Counsel for Virgin America Inc.

### Appendix A

Display ofChina Eastern's "MU" Designator Code onVirgin America Operated Flights Routing: From/To Los Angeles, California (LAX) Boston, Massachusetts (BaS) Dallas Love Field, Texas (DAL) Dallas/Fort Worth, Texas (DFW) Fort Lauderdale, Florida (FLL) New York, New York (JFK) Las Vegas, Nevada (LAS) Chicago, Illinois (ORD) Seattle, Washington (SEA) From/To San Francisco, California (SFO) Dallas Love Field, Texas (DAL) Dallas/Fort Worth, Texas (DFW) Newark, New Jersey (EWR) Washington, D.C. (lAD) New York, New York (JFK) Las Vegas, Nevada (LAS) Los Angeles, California (LAX) Chicago, Illinois (ORD) Seattle, Washington (SEA) San Diego, California (SAN)

### CERTIFICATE OF SERVICE

Ihereby certify that Icaused acopy ofthe foregoing Joint Application forablanket codeshare-only exemption andblanket statement ofauthorization tobe served, this 17thday of June, 2014, via email transmission, on the following persons: francis.heil@aa.com howard.kass@aa.com robert.wirick@aa.com sascha.vanderbellen@delta.com sametta.c.barnett@delta.com sllunsford@fedex.com sharon.pasley@fedex.com gbleopard@fedex.com jhill@cooley.com (Counsel forHawaiian Airlines) kevin.montgomery@polaraircargo.com peter.beckett@polaraircargo.com dan.weiss@united.com gmurohy@croweJl.com (Counsel forUnited Airlines) anita.mosner@hklaw.com(Counsel forUnited Parcel Service) jennifer.nowak@hklaw.com (Counsel forUnited Parcel Service) urskr@state.gov esta.rosenberg@dot.gov brett.kruger@dot.gov john.s.duncan@faa.gov info@airlineinfo.com 

# ~09=_ Bryant Templeton

# EXHIBIT A

CODESHARE AGREEMENT (Public Version)

### PUBLIC VERSION CMC(2014]TC1821D



## CHINA EASTERN and VIRGIN AMERICA CODESHAREAGREEMENT

TableofContents

-

## , '. Description Preamble Article 1 Article 2 Article 3 Article 4 Article 5 Article 6 Article 7 Article 8 Article 9 Article 10 Article 11 Article 12 Article 13 Article 14 Article 15 Article 16 Article 17 , Page '2 Definitions
- .,•

## 2 Codeshare, SeatInventory & Managemen~
-- 2 Charges, Costs, Taxes&Acc~L!!1ti.n.g , 3 Schedule of Flights 

# t4 Reservation & PassengerHandling Procedure, 4 Mark'etingj Product Display
-- , 5 Industry Discount Travel 5

. Execution o{Flights,"Force Majeure'S' ,

. Liability Indemnity
-- 

## I; insurance 8 SafetyAudit 9 Security 9 Confidentiality 10 ITr~c!e .andC_orpora~

-Id~n~ficiltion_

.. 

### ,"10 I Consultation and Settlement of DisP.':ltes ~11 

## IGove~!!Ig Law •

_ ' 11 Appendices, Annexes,Attachments & /12 Amendments + - ~- -~ Article 18 Term & Termination 12 Article 19 Entirety I 13 Article 20 Severability , 13 Article 21 •Notices
- 

### "'13"- Article 

## 22 T Generai'Provis'io-ns' 

## ---.14 Annexure

### A: DefLnitions
- . .. _ _.. 

### 115 Appendix A Codeshare Schedule Planning 18 Appendix 8
.Station Procedures 20 Appendix C Reservations &'SeatHandling Procedures 23 Appendix 0 RevenueAccounting Procedures 

## 25 Appendix E ,EmergencyICrisisM;3nagement.procedl!res

..". 26

### PUBLIC VERSION CMCl2014)TC18210

Recitals
THIS CODESHARE AGREEMENT (the "Agreement") ismade byand between 1. China Eastern Airlines Limited (hereinafter referred to as 'China Eastern" or 'MU"), a company duly incorporated according to the laws ofthe People's Republic of China; and 2. Virgin America Inc

.. (hereinafter referred to as "Virgin America" or "VX"), a company duly incorporated according tothe laws ofthe state of Delaware. Hereinafter referred to collectively asthe "Parties" or"Carriers" within thisAgreement. The Parties desire to conduct a free sale codeshare arrangement with MU as the Marketing Carrier and VX as the Operating Carrier on scheduled air transportation services operated over one or more VX city pair routes as described in Appendix A. Through this codesharing arrangement, the Parties will improve their ability to offer enhanced air transportation service to the public and the communitie9 they serve or maychoose toserve. In consideralion of the mutual understandings and commitments set forth herein, the Parties agree toenter intothisAgreement onthe terms and conditions setforth here in:
Article 1. Definitions The definitions inAnnexure Ashall applyfor purposes ofthisAgreement.
Article 2. Codeshare, Seat Inventory and Management, and tariffs 2.1 VXwill make available seatsto MU on Codeshare Flightson afreesale basis at the cost specified within the prevailing Special Prorate Agreement between the Parties. 2.2 MU shall ensure that in all such publications all necessary information about the Codeshare Flights with VX as Operating Carrier isdisclosed, subject to applicable government regulations. 2.3 The Parties shall map inventory classes of MU to inventory classes ofVX on the Codeshare Flights and shall manage seat inventory and related processes as outlined inAppendix C.1.5. 2.4 MU will independently and at its sole discretion establish and determine the tariffs andfares fortickets sold under itsdesignator Codeon Codeshare Flights. 2

## PUBLIC VERSION CMC{2014JTC1821D

25 MU's Conditions of Carriage shall be applied to the Codeshare Flights and deemed to govern the transportation of Codeshare Passengers, provided lhat VXshall operate Codeshare Flights in accordance with its Conditions of Carriage, policies and procedures andApplicable Law.
Arli£le 3 Charges. Costs, Taxes, and Accounting 31 VX shall be responsible for all costs, charges. losses, expenses and Iiabililtes whatsoever associated with the operation of Codeshare Flights and will assume the entire commercial and financial risk of the operation of the Codeshare Flights. 3.2 The Ticketing Carrier shall be responsible for all commission payment costs and Interline Service Charges forsalesof Codeshare Flights. 3.3 Unless otherwise agreed in writing between the Carriers. MU shall be responsible for all marketing, selling and advertising costs associated with Codeshare Flights. 34 The Parties agree that any and all costs. fines. and penalties .incurred in respect of the refusal of entry ofany passengers at a destination point shall be borne by lhe Carrier thatfailed toconfirm the passenger documentation atpoint ofdeparture. 35 The Parties agree to comply with collection and payment of taxes and with the revenue accounting procedures outlined inAppendix D. 3.6 Revenue derived from charges collected at time of departure for baggage and/or other related services shall belong tothe Carrier performing customer check-in, until such time as itmay be otherwise mutually agreed between the Carriers. 3.; MU shall be responsible for its respective bookingfees orotherfees charged by the vendor of a GDS or atravel agent for the creation of a booking or any service relating to itssale on the Codeshare Flight. 3.8 Each Party shall be responsible for all documentation and its own revenue accounting for traffiCcarried pursuant 10thisAgreement. 3.9 VX will retain all Codeshare Flight coupons and bill MU or the ticketing carrier asoutlined inAppendix D. 

### 3.10 The Parties will attempt tosellie any disputes that may arise with respectto revenue settlement. However. if no settlement is reached after the third rejection and tl',e correspondence stage, the Alliances team of both Carriers will be notified immediately and will finally resolve the dispute through good faith negotiations, if

### PUBLIC VERSION CMC[2014jTC18210

possible. Article 4. Schedule of Flights
<l i The schedule ofCodeshare Flights may be modified, canceled orsuspended. VX must notify MU as soon as possible inwriting or by email message of modifications, cancellalions or suspensions of any of Ihe Codeshare Flights in accordance with the procedures sel out inAppendixA. 4.2 Unplanned cancellations orsuspensions of Codeshare Flights as a result of an event of Force Majeure shall be dealt with in accordance wilh Ihe provisions of Article 8 (Execulion of Flights, Force Majeure).
Article S. Reservation and Passenger Handling Procedure 5.1 VX shall advise passengers through on-board announcements that the Codeshare Flights are operated as Codeshare Flights of MU. 5.2 Each Party will comply with the reservation and passenger handling procedures sel out InAppendix C, as amended bythe Partiesfromtimetotime, 53 Each Party Willcomply wilh the slatlon procedures set out inAppendix B, as a~ended by the Parties from timetotime, 5.4 In case of flight irregularities, MU shall be notified accordingly. In all circumstances. VX agrees 

### 10 treat MU's passengers no less favorably than ittreals ils own passengers. 5.5 In the case of a flight cancellation or delay announced before scheduled departure time. MU shaH handle and rebook its Codeshare Passengers provided that, if MU is unable to handle or rebook any Codeshare Passengers. Each Party shall be responsible for any expenses arising out of the cancellation ordelayfor its own passengers. 56 In the case of cancellation or a delayto a Codeshare Flighl either (a)

_

_ priorto scheduled departure or (b) afler scheduled departure time,

# vx. shall handle and rebook all Codeshare Passengers and be responsible for any additional expense, if any, incurred in cannaclian wilh the transportalion of passengers and baggage to the passengers' final destination, irrespective of the cause of the delay or cance!lation. In case the cancellation ora delay requires the rerouting of a Codeshare Passenger, all necessary coupons will be endorsed toVX, andVXshall be responsible for all expenses incurred in conneclion with transportation of passengers and baggage tothefinal destination, and if applicable, anydenied boarding compensation due 10the Codeshare Passenger.



# .,

## PUBLIC VERSION CMC(2014]TC18210

5.7 In all cases of cancellation or a delay, whether the cancellation of a Codeshare Flight isannounced before scheduled departure time, the Parties shall assist Codeshare Passengers in every reasonable respect. and VX shall extend treatment (including, without limitation, in relation to boarding priority and accommodation) toCodeshare Passengers equal tothetreatment it providesto its own passengers traveling inthe same class of service asthe Codeshare Passengers.
Article 6. Ma[keting /Product Display' 6.1 MU shall disclose in accordance with Applicable Law, including DOT regulations, 14 C.F.R. Parts 257 and 258, and through schedule and selling mechanisms to consumers, travel agents and others selling the Codeshare Flights. as wei' asthrough advertising disclosures. that each Codesharc Flight isaflight operated byVX and any chango of gauge associated with any flight. Such information shall be given atthe earliest reasonable opportunity and, in anyevent, before aticket issold. 6.2 MU shall include the Codeshare Flights inthose published listingsofindustry schedules in which such Party participates, including Airline Guides, GDSs and Reservations Systems of the Parties and of other airlines with which such Party exchanges Interline reservations and traffic to the extent permitted byApplicable Law. MUwill ensure, unless the Parties agree otherwise, simultaneous display indistribution media. including GDSs, ofall Codeshare Flights and their respective schedules. 63 Any costs incurred forthe publication of Codeshare Flights orconnections to and from sLichflights in the Airline Guides, GDSs and Reservation Systems shall be borne bythe Partywho displays ils Code onsuch published flights. 8r!!~~.7~J!1dtJslry Discount Travel Industry and employee discount travel isoutside the scope ofthisAgreement.
Article 8. Execution of Flights. Force Majeure 

### 8.1 The aircraft shall be supplied by VX in an airworthy and operable condition, duly manned and equipped forthe operation ofthe services. Itshall remain underVX's technical and operational control and shall be operated in accordance with VX's operational requirements. 8.2 VX has the rightto delay, cancel, divert or interrupt a flight and shall not be responsible for such delays, cancellations, diversions, or interruptions for reasons beyond its reasonable control including but not limited to acts of God or public enemy, war, civil war, warlike operations, terrorism, insurrections or riots, fires. floods. explosions, earthquakes, natural disasters orserious accidents, epidemics, quarantine

## PUBLIC VERSION CMC(2014)TCl821D

restrictions, any act of government, governmental priorities or defects of aircraft undiscovered ("Force Majeure"). In any such event, prompt written notice shall be given to the MU's flight operation control center address shown in Appendix A. The Parties will then discuss and agree on the action to be taken, and the Parties shall work together to mitigate the effect upon each other of such circumstance. 8.3 The flight crew provided by VX shall have sole responsibility for pilotage, flight plan clearance, in-flight navigation of the aircraft and for ensuring that the aircraft is operated in accordance with its certification. and the pilot in command may take such action as they deem necessary in all of the circumstances relevant to each flight. 8.4 VX shall also have responsibility for provision and preparation of flight plans, f,ight dispatch, f1igh! control, flight-watch and in-flight instructions, communications, loading and discharge of the aircraft and all traffic (passenger. baggage, cargo and mati) hand'ing. 8.5 VX shall always keep MU duly informed about all actual flight 

### movement and cperational developments ofthe flight as may be reasonably relevant to MU. 8.6 IfVX subcontracts any of its obligations under this Agreement to a third party (olher than a wholly-owned subsidiary) it must provide MU with

_ wrillen notice to enable MU to remove its Code from the affected Codeshare Flights If It chooses to 00 so. The responsibility and liability of VX under the terms of this Agreement shall not be affected by any such subcontracting. 8.7 The security regulations and emergency and accident procedures ofVX shall apply. However, each Party will comply with the emergency response procedures set out in Appendix E, as amended by the Parties from time to time.

9.1 Each Party shall issue or make available to its passengers. and, where applicable. its shippers. its own standard system-Vlide traffic documents (tickets. Conditions of Carriage and related notices) which shall conform to all Applicable LaVIS, rules and regulalions. Each Party s!'>all assume the entire responsibility for the issuance of its own traffic documents, and shall indemnify the other party, its directors, officers, agents, servants and employees against all claims, demands, costs, expenses and liability arising oul of any incorrectness or errors therein unless caused by the negligence of the other Party, its directors, officers, agents, servants and employees. 9.2 Subject to Article 9.5 below, VX agrees to indemnify and hold harmless MU, and its directors, officers, agents. servants and employees from all liabilities, damages and claims (including all costs and expenses incidental hereto), which may accrue against, be charged to or recoverable from MU, and its directors, officers, agents. servants and employees, by reason of death or injury to pe;sons, or damage to or loss 6

### PUBLIC VERSION CMC(2014]TC1821D

of baggage or personal property while such persons, baggage or property are on an aircraft used byVX for a Codeshare Flight or are underthe custody or control of VX (including claims or actions for the loss of or damage to the aircraft used for the Codeshare Flights), and/or claims brought by third parties. passengers and nonpassengers, including without limitation claims for damages to baggage, cargo and mail, arising out of or connected with the operation of the Codeshare Flight but only while such person or property are under the control of or in the custody of, or being transported byVX. and anydelay orcancellation of intended Codeshare Flightordelay to aVX Codeshare Flight covered under VX's insurance policy subject to an insured occurrence taking place caused to such passengers and their luggage. unless due to the gross negligence or the willful misconduct of MU, its directors, its officers, agents, servants and employees. VX further agrees to indemnify and hold harmless MU from and against any and all claims for death, injury or other damage caused to VX's employees while such persons, (ortheir baggage or property) are on an aircraft used by VX for a Codeshare Flight or are under the custody or control ofVX, unless such claims resultfrom the gross negligence orthewillful misconduct of MU. its directors. its officers, agents, servants and employees. VX agrees to indemnify and hold harmless MU from all liabilities, damages and claims in connection with third party liabilityarising outofflights operated byVX. 9.3 Subject to Article 9.5 below. MU agrees to indemnify and hold harmless VX. and its directors, officers, agents. servants and employees from all liabilities, damages and claims (including all costs and expenses incidental hereto), which may accrue against. be charged to or recoverable from VX, and its directors, officers. agents, servants and employees, by reason ofdeath or injuryto persons, ordamage to, or loss of baggage or personal property while such persons. baggage or property are under the custody or control of MU, and/or claims brought by third parties, passengers and non-passengers arising out of or connected with the operation ofthe Codeshare Flight while such person or property are under the control of or in the custody of, or being transported by MU, and any cancellation of intended Codeshare Flightordelaycaused 10 such passengers and their luggage, due to the gross negligence or willful misconduct of MU, itsdirectors. itsofficers, agents. servants and employees. 9.4 When an incident arising out of or connected with the operation of the Codeshare Flight, and any cancellation on intended Codeshare Flightordelay involves MU's passenger{s), it is recognized VX has overall control of all claims. consulting with fviU ai all times deemed necessary. VX shall defend at its own cost and expense all claims. actions, suits and proceedings brought against MUforany loss, damage, injury. death or delay in rP.sPp.ct ofwhich that MU isindemnified byVX pursuanttoArticle 9.2, In accordance with MU's Conditions of Carriage. MU shall promptly notify VX of all claims or notices received by itand cooperate with and against VX as requested inthe preparation forthe defense of allsuch claims. actions, suits and proceedings. 9.5 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL CONSEQUENTIAL DAMAGE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON CONTRACT, STATUTORY LIABILITY, TORT, WARRANTY 7

### PUBLIC VERSION CMC/2014]TC1821D

CLAIMS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND/OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND EACH PARTY HEREBY RELEASES AND WAIVES ANY CLAIM AGAINST THE OTHER PARTY REGARDING SUCH DAMAGE. 9.6 The Parties anticipate that in the event of the death of or injury to persons occurring under the circumstances described in Article 9.2 above, any liability to Codeshare Passengers under the Conditions of Carriage of MU may be similar to or commensurate with liabilities thatwould have been incurred to such passengers ifthey were traveling under the Conditions of Carriage ofVX. HOViever.for the avoidance of doubt. VX acknowledges and agrees that its indemnification shall extend to and include all Damages arising out of death of or injury to Codeshare Passengers (under the circumstances described in Article 9.2 above), traveling under the Conditions of Carriage of MU. at least up to the limit of MU liability, 

### even if such Conditions of Carriage differfrom those ofVX.
Article 10. Insurance 10.1 VX shall procure and maintain for the benefit of MU during the term of this Agreement, comprehensive aviation liability insurance including passenger (revenue and non-revenue), baggage, and aircraft third party legal liability (all policies shall be extended to include war riskS,hijacking and allied perils)

. In additlon,VX snail maintain coverage for licensed vehicles while on airport premises, and premises liability in an amount of not less than Premises liability mean VX occupied buildings on an airfield or elsewhere butused in connection with their business as an airline as more fUllydefined in the policy and subject policy terms conditions exclusions and limitations. Such insurance shall: 10.1.1 Name MU. its agents, officers, directors. servants and employees as additional insureds: 10.1.2 Contain aseverability of interest clause;

condilion: 10.1.3 Contain a provision requiring VX's insurers to provide to MU not less than

prior written notice of any cancellation or material change to such in~lJfan('-"except that inthe case ofwar and allied perils such period of notice shall be

or such lesser period as may be available in accordance with policy
10.1.4 Be primary and wijhout any right ofcontribution from any insurance effected byMU; 101.5 Provide that the Additional Insureds shall have no responsibility for any 8

### PUBLIC VERSION CMC(2014ITC1821D

premium and Insurers shall waive any rights of set-off or counter-claim against the Additional Insureds (intheAdditional Insureds role asthe marketing carrier). 10.2 VX shall effect and maintain hull and war risks insurance in respect of any aircraft used to operate services under this Agreement. VX's aircraft hull insurance policy shall contain awaiver of subrogation byVX's aircraft hull insurers against MU, its parent and affiliate or associate companies or corporations and their respective directors, officers, agents. servants, representatives, and employees to the extent of the indemnity pursuant toArticle g hereof. 10.3 Prior to the commencement of the operations to be conducted hereunder, each Party shall furnish to the other Party a certificate of insurance evidencing the foregoing insurance coverage required underArticle 10.1 and 10.2above.
Article 11. Safety Audit MU shall have the right, at its own expense, to periodically audit and observe VX's conformance to the ISARPs (IOSA Standards and Recommended Practices) at reasonable intervals during the term of the Agreement. MU shall have the right to request and obtain from lATA the most current JAR(IOSA Audit Report) ofVX. The Carriers shall coordinate such safety and security audits so that the audits do not disturb VX's operations. Notwithstanding the foregoing, MU does not undertake any resfJo"',iuilily or assume allY liability for any aspect ofVX's operations norshall VX be entitled to assert any responsibility or assumption of liability on the part of MU forVX's safety, security, oroperation ofthe Codeshare Flights.
Article 12. Security 12.1 With regard toenplaning passengers on the Parties' services, VXwill adhere to all regulatory security requirements that are applicable tothe flights inquestion. VX may utilize its own Security Program and may use its own staff for such purpose, provided that its Security Program complies with any legal or regulatory requirement of any government or government agency. In undertaking the Security Program, VX may interview passengers, x-ray baggage, and perform such other functions as it may choose in its sole discretion. MU and VX agree to cooperate in matters of security procedures, requirements and obligations at all ports to or from which the services operate subject toany appropriate regulatoryauthority approval. 122 VX shall notity MU of any new security procedure, requirement orobligation of a Competent Authority of which it becomes aware which might impact Marketing Flights. 12.3 VX shall notify the details of a Heightened Threat to the aircraft oftheVX to MU. When additional security measures are introduced by VX to counter the 9

### PUBLIC VERSION CMq2014jTC18210

Heightened Threat. theadditional measures proposed shall be informedto MU.

13 1 Except to the extent required by any Applicable Law, court order or regulatory authori1y,both Parties hereby agree and warrant that they shall keep the terms and conditions of this Agreement confidential and shall prevent the disclosure thereof to anythird party otherthan to the respective directors. officers, employees or agents, oradvisors. orthe directors, officers, employees, oragents, oradvisors ofthe parent companies of the Parties, or other persons retained by the Parties, for purposes specificaliy related tothe administration and/or operational conditions to this Agreement. In all cases. the Parties shali be responsible for any breach of confidentiality by their respective employees, officers, directors, or retained agents, advisors orthird parties. 13.2 Forthe purposes ofthis Agreement, 'Confidential Information' shali mean all information identified as such or as being information that would reasonably be understood as being confidential information, including but not limiternto passenger details, and which pertains to MU and VX and their respective operations disclosed or acquired pursuant tothisAgreement; 13.2.1 MU and VX hereby acknowledge that the Confidential Information of the other Party hereto is a valuable, special, unique and proprietary asset and during the term ofthisAgreement or anyextension thereof, the Parties shall not loan, sell. assign, use, disclose, take or cause to be used, disclosed or taken any Confidential Information of the other Party hereto to any third party or remove any of such Confidential Information from the offices orpremises ofsuch Party; 13,2,2 MU and VX hereby agree that they shall not make copies ortranscribe any Confidential Information of the other without the prior consent of such Party and forthwith upon such Party's request therefore and/or upon termination of this Agreement, shallforthwith return anyand ali copies thereof tosuch Party; 13.2.3 Title to any and all Confidential Information, copies and other material provided by MU or VX to the other Party shall pursuant hereto at all time vest in the disclosing Party (MU or VX respectively). Upon termination of this Agreement, each Party shall ensure that any and all Confidential Information. copies and other materials provided by the other Party are immediately returned to the applicable Party upon requesl. {\rtLc.le 14. Trade and Corporate Identification 14.1 Each Party hereby covenants that its respective advertising and promotions shall bein accordance with all applicable governmental rules. lawsand regulations. 10

### PUBLIC VERSION CMC(2014JTC18210

14.2 Each Party acknowledges and agrees that it has no right, title or interest in the other Party's logo. nor any part thereof and that it shall not use any ofthe other Party's ,logos.trade marks ortrade names except in accordance with the other Party's prior approval and direction which shall notbe unreasonably withheld ordelayed. 14.3 Each Partyagrees thatshould any right,titleto or interest inthe other Party's logo or any other part thereof. or in any copyright or trade mark of the other Party become vested in it (byoperation of lawor otherwise) by reason of this Agreement. it shall hold the same in trust for the other Party and shall. at the request ofthe other Party, forthwith unconditionally assign any such right. titleor interest tothe other Party, orasthe other Party mayothelWisedirect. 14.4 It is understood and agreed thai the logos, trade marks and trade names of each Partyshall be and remain at alltimes theapplicable Party's exclusive property.
Article 15. Consultation and Settlement of Disputes 15.1 In the event of a question or dispute between the Parties concerning the validity, interpretation or application of this Agreement, including its appendices and Amendments, a Party may notcommence anycourt proceedings relating tothedispute unless it has complied withArticle 15.2below. 15.2 Unless olherwise stated, any questions or disputes concerning the validity, interpretation or application of this Agreement, including its Appendices and Amendments (ifany), atthe request of either Party, shall be referred for resolution to a group comprising ofat leastone senior official from each Party ("the Committee'). The Committee shall in good failh endeavor to settle mutually and in a timely manner and within

_ anydispute ordaim referred to it. 15.3 Nothing in this Article 15 will affect either Party's rights to terminate this Agreement orto seek interlocutory relief in acourtofcompetent jurisdiction, ,!lorticte16. Governing Law 16.1 This Agreement shall in all respects be governed by and interpreted in accordance with the laws of the State of California (without regard to principles of conflicts of law) including all matters of construction, validity and performance applicable to contracts made and to be performed therein. The Parties agreetosubmit tothe non-exclusive jurisdiction ofthe courts ofthe State of CaUfornia. 16.2 This Agreement may be subject to review and approval by applicable government agencies and/or organizations. Both Parties agree to exert their best efforts to satisfythe requirements ofanysuch review. If. asa resultofsuch review.this 11

### PUBLIC VERSION CMC(1014)TCI8l1D

Agreement Is disapproved, or approved and tater withdrawn, in any respect by any such governmental agency or organization, then either Party may forthwith tenninate lhis Agreement by written notice to the other Party without prejudice to the accrued rights and liabilities ofeither Partypriortothetermination ofthisAgreement. Article 17, Appendices, Annexes. Attachments and Amendments The Parties acknowledge that this Agreement and Appendices are subject to occasional changes, amendments asare agreed inwriting byboth Parties.
Article 18. Term & Termination the procedures set out in the The Parties may make such

18.2 This Agreement may be terminated by either Party pursuant to any of the following provisions hereof:

18.2.2 Either Pany may terminate this Agreement Immediately if the same is disapproved by the aeronautical or government authorities having supervisory jurisdiction over that Party or if one or more of any necessary rights. licenses, permits and approvals necessary for the performance oftheflights specified inAppendix Aare atanytimewithdrawn or revoked. 

### 18.2.3 Either. in addition to and without prejudice to any other rights or remedies it may have, may terminate this Agreement immediately upon giving written notice tothe other Party in the event of any order being made or any effective resolution being passed for the compulsory or voluntary winding up of the other Party (except for the purposes of reconstruction oramalgamation) or if any person shalltake possession of, or a receiver is appointed to, its undertaking or any partthereof or if such other Party sha!1make any arrangement with itscreditors orshallforany reason become insolvent, cease orthreaten tocease to carryon its business. 1824 Either Party may terminate this Agreement by giving prior \willen not;ce to the other Party if the other Party fails 10perform or observe any material and essential covenant, condition or agreement to be performed or observed by 

### it hereunder and such failures is not cured within a period of after wnlien notice thereof. 18,2.5 Either Party may terminate in the event of a change of control of the other Party by giving nol less than

_ written notice to lhe other. Forthe purposes of Il

### PUBLIC VERSION CMQ2014)TC1821D

this agreement control of a corporation includes the possession directly or indirectly of the power, whether ornot having statutory, legal orequitable rights, directly or indirectly to control the membership of the board of directors of the corporation orto otherwise directly or indirectly direct or cause the direction of the management and policies of that corporation whelher by means of trusts. agreements, arrangements, understandings. practices, the ownership of any interests in shares or stocks of that corporation or otherwise. The Parties agree that an initial public offering of securities shall notconsistute achange ofcontrolfor purposes ofthisAgreement. 18.2.6 The Agreement may be terminated or canceled at any time during the term hereof bythe mutual written consent ofthe Parties. 18.2.7 In the event of termination of this Agreement, such termination shall not release either Party from any obligations with respect to charges or other obligations specified in this Agreement which have accrued to the effective date of such termination.
Article 19. Entirety This Agreement, its Appendices and Annexures shall constitute the entire Agreement and shall not be varied in its terms otherwise than in writing executed by the Parties' duly authorized representatives concurrently with orsubsequent tothe execution ofthis Agreement.
Article 20. Severability 20,1 If any provision contained in this Agreement shall be held to be invalid or unenforceable in anyjurisdiction, such invalidity or unenforceability shall notaffect the other provisions hereof which can be given effect without the invalid provision, and to this end the provision of this Agreement are inlended to be and shall be deemed severable. 202 The Parties agree to use their best efforts to replace such invalid or unenforceable provision with avalid and enforceable provision havingto the maximum extent possible the same economic or practical effect.
Art!£le 

## 21... Notices Except as otherwise provided herein. all notices, requests. demands or other communications to or upon the respective Parties hereto shall be given or made by express courier or hand delivery (receipt confirmed) to the Partyto which such notice, request. demand or olher communication is required or permiited to be given ormade under thisAgreement addressed asfollows: 13

## PUBLIC VERSION CMC(2014]TC18210

China EasternAirlines AtlenliO:1 Legal Department Address 2550 Hongqiao Road

Shanghai, 200335 VirginAmerica Legal Department 555Airport BlvdSuite 500 Burlingame CA, 94010

or al such other address asthe respective Parties hereto may hereafter specifyto the other from time to time, All such notices, requests, demands or othercommunications shall be effective upon receipt.
Arlicle 22, General Provisions 22 1 The headings oftheArticles ofthisAgreement are forconvenience only and a'e not part of this Agreement According:y, they shall not affect the interpretation of anyofthe provisions hereof. 22.2 TheAppendices tothisAgreement, as duly amended from timetotime, form part ofthisAgreement. 22.3 Neither Party hereto may assign this Agreement nor any rights, duties, or intere~t hereunder in whole orin part 10any Ihird partywithout the priorwritten consent ofthe other Party. 22.4 The waiver byeither Party of any breach ofanyterm, covenant. orcondition of this Agreement shall not constitute a waiver of anysubsequent breach or preclude such Party from there after demanding pertormance thereof according to the terms hereof 22.5 This Agreement is done in duplicate, both in English and exchanged between thetwo airlines.
SIGNED forand on behalf of China~

.. !eern;~rco

..Litd.



# _ .

### - ~ 

# \\

- 

# ---- Name' 

# Wvt. 

# GCUL3-- Title

# DGPUTY 

# MD

14SIGNED forand on behalrof VirginAmerica 

# 1

., Ilkk\ 

# _J)lliLp_'

_ Name: 

# :SolV' 

## t'j<Ie. Ltcx \ Title: 

## ',:'Vf r\<t~\\.A \\A"" f

# s..l"" :;:0"

## PUBLIC VERSION CMCl20141TC1821D



### ANNEXURE A DEFINITIONS "ACH" meansAirlines Clearing House. "Applicable Law" means all applicable laws of anyjurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions. vults. and orders or like actions ofany Competent Authority andthe rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits of any CompetentAuthority. "Code" means the two (2) characters assigned to a carrier by lATAforthe purpose of exchanging interline carrier messages in accordance withAIRIMPS procedures. "Codeshare Flight" means aflight on which both parties have placed their respective Codes. on the routes listed inAppendixA. "Codeshare Passenger" means apassenger travelling on an MU FJighfCoupon. "Committee" hasthe meaning assigned to suchterms inArticle 15.2. "Competent Authorities" means any national, federal, state, county, local ormunicipal government bOdy, bureau, commission, board. board of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official orpublic or statutory person (whether autonomous or not) having jurisdiction over this Agreement oreither party. "Conditions of Carriage" means those conditions of contract tariffs and rules of carriage of apartythat govern thetransport ofpassengers travelling on tickets showing such party's Code inthe carriercode boxofthe flight coupon. "Confidential Information" means (a) all confidential or proprietary information of a party, including, wilhout limitation, trade secrets, information concerning past, present and future research, development, business activities and affairs, finances, properties. methods of operation. processes and systems, customer lists, customer infonnation (such as passenger name record or"PNR" data) and computer procedures and access codes; and (b) the terms and conditions ofthisAgreement and any reports, invoices or other communications between the parties given in connection with the np.gnliationor performance of this Agreement; and (c) excludes (i) information already in a party's possession prior to its disclosure by the other party; (ii) information obtained from a third person or entity that is not prohibited from transmitting such information 10the receiving party as a result of a contractual, legal or fiduciary obligation to the party whose information is being disclosed; (iii) information that is or becomes generally available to ihe public, otherthan as a resultof disclosure 

### bya party in violation ofthis
15

### PUBLIC VERSION CMC(20141TC1821D

Agreement: or (iv) information that has been or is independently acquired ordeveloped bya party, or itsAffiliate, without violating anyof itsobligations underthisAgreement. "GDS" means a computerized reservation system owned or operated by any entity, including either party to this Agreement, that contains information about commercial alrl:ne schedules, fares, cargo rates, passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents and other non-airline entities tofacilitate theirabilityto make reservations and issuetickets and airwaybills. "GST" means any goods and services tax, value added tax or sales tax imposed on the saleor supplyofgoods, services and rights "Heightened Threat" means any terrorist act or threats thereof, including but not limited to bomb threats and any other situation that may be considered to augment dangers inflight operation related circumstances. "lATA" means the International AirTransportAssociation. "Interline Service Charge" means the payment bytheticket using carriertothe carrier shown in the carrier code boxoftheflight coupon. "Marketing Carrier" means MU, the Party whose Code is shown in the carrier code box of aflight coupon aswell as inthe eticket data ofthe GDS for aCodeshare Flight butwhich is notVX. "Marketing Flight(s)" means a Codeshare Flightwhen displayed, sold, or referred to as aflight of MU ratherthan aflight ofVX, such aswhen using MU's name, Designator Code and/orflight number. "Operating Carrier" means VX, the party having operational control of an aircraft used for agiven Codeshare Flight. "Reservations System" means the internal computerized airline passenger or cargo reservations system used bythe personnel of an airline that contains information about flight schedules, fares, cargo rates, passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the ability to make reservations and issue tickets orairwaybills. -Security Program" mean~ means a Transport Security Program (TSP) :'lpproved by the Transport SecurityAdministration. "Special Prorate Agreement" means the agreement, as amended from from time to time, between the Parties relating tothe proration ofinterline and codeshare revenue. "Ticketing Carrier" means a Carrier or carrier whose traffic documents are used to issue aticket. 16

### PUBLIC VERSION CMC(2014)TC18210

"Ticket' Taxes" means any transac!ional taxes or passenger facility charges that are separately identified on the ticket, i1icluding,without limitation, sales taxes, usetaxes, stamp taxes, excise taxes, value added taxes, GST, gross receipts taxes, departure taxes, surcharges (including and insurance surcharges) and travel taxes, and all related charges, fees, licenses 'or assessm~nts (and any Interest or penaity tpereon) imposed on 'paSsengers (or which air carriers or their agents' are required to .coilec! froni passengers) by any authority in any country, ,orpolitical subdivision thereof or public 8uthorltyoperating therein (including, without limitatiol1 any national, feder~1. state, provincial, territorial, local, municipal, portorairport authority) orwhich are levied upon passengers 

### by operation ofApplicable Law, industry standard orthe air.carrier's policy.

.17

### PUBLIC VERSION

APPENDIX A CODESHARE SCHEDULE 

### PLANNING CMC(2014)TC18210

1. Codeshare Flights 1.1 Subject to all necessary reglJ"latorY approvals, MU is entitled to display its \1'10 letter designator Code on thefollowing routes operated byVX, with .otherroutes to be added 'orremoved as mutually agreed bythe f'arties: San Francisco (SFO) to and from: Dallas ForiWorth (DFW) Dallas Love Field (DAL) Nev1ark(EWR) Washington Dulles (lAD) NewYork(JFK) LasVegas (LAS) LosAngeles (LAX) Chicago (ORO) Seattle (SEA) San Diego (SAN) LosAngeles (LAX) to .andfrom: !:lostoh (BOS) Dallas FortWorth (DFW) Dallas (DAL) Fort Lauderoa'ie(FLL) NewYork (JFK) Las Vegas(LAS) Chicago (ORO) Seattle (SEA) 

## 1.2 Traffic restrictions will be applied to Codeshare Flights byMU as required. 2. Codesharc Schedule Operations The .Partiesshall: 2.1 Eslablish adedicated flight number range for use by MU with respect to the 'Codeshare Flights; and 2,2 .Establish an alltomated transfer offlight schedule information between both Parties to allo"l efficient loading ofthe Codeshare FJlghts. 2.3 

### VX will provide MU wilh new schedules or schedule changes for its
18

### PUBLIC VERSION CMC(2014jTC1821D

Codeshare Flights asoutlined inthe\iXIMUGeneral Business Requirements (GBR). 3. Affiliate Carriers The following affiliate carriers ofVX and MUshall.be included 'inthisAgreemeht:

VXAffiliates: MUAffiliates: None .None

19

### PUBLIC VERSION CMC(2014)TC18210



### APPENDIX B STATION PROCEDURES 1. Ground Handling VX shall be responsible for providing ground handling facilities for VX's Codeshare Flights and, if applicable. shall be charged for all costs attributable to handling as set out Inanyground handling agreements between the Parties. 2. Check-In Procedures 2.1 Passenoers 2.1 1 TheVX flight number will be shown on the boarding passes which may also show a reference to the MU flight number. Only operating carrier flight numbers will appear on baggage tags. 2.1.2 Through check-in will be performed upto passengers' final destination forall Codeshare Passengers in accordance with VX's through check.in procedures. including Advanced Passenger Information System (APIS) data transmission, if reqUlied atfinal destination. 2.2 Checked Baggage Acceptance Inthe acceptance of codeshare baggage, andforthe purpose ofclarity, thefollowing will apply: 22.1 Each Party will apply the checked baggage allowances and assess applicable fees in accordance wilh the rules and procedures of the first marketing carrier listed on the Codeshare Passenger's ticket. 2.22 Each Party reserves the right to waive checked baggage fees so long as it remains compliant with all U.S. DOTregulations. 2.2.3 Each Party will apply excess/overweight baggage limitations and charge excess/overweight baggage fees in accordance with the rules and procedures of the first marketing carrier listed on the Codeshare Passenger's ticket. 2.2.4 Each Party reserves the righttowaive excess baggage limitations andfees so long as itremains compliant with all U.S. DOT regulations. 2 2.5 The Parties agree to file, maintain and keep current with ATPCO all relevant baggage information, including free checked baggage allowances, excess checked baggage limitations and all applicable fees in a manner that permits this information to be accessible to each other by using theATPCO Baggage Calculator.

20

### PUBLIC VERSION CMQ2014)TC18210

3. Staff Travel Industry and employee discounVnon-revenue travel on the Codeshare services is outside the scope of this Agreement and therefore shall be solely administered by VX and only booked using VX's designator code. 4. Counter and Gate Signage VX will make reasonable business effortsto display both VXand MU designators and flight numbers on Public Flight Iniormation Display System (FIDS) boards, recognizing that in certain cases these displays are controlled by airport authorities and in other situations the displays may not have sufficient space to display MU's information. VX shall provide counter and gate signage reflecting the Codeshare operations where possible. 5. Irregularity Handling 

### 5.1 EJjghllrregularities In.theevent offlight delays, cancellations orotherflight irregularities, VX shall provide prompt advice tothe following addresses:

MU: Customer Service C~ VX: Guest Services OCC_

SeeAppendix E. 5.3 Denied Boarding In the event of oversale situations, equal treatment (including, without limitation, in relation to boarding priority and accommodation) shall be extended by VX to Codeshare Passengers traveling in the same class of service as non-Codeshare Passengers. 5.4 Passenger Related Expenses Where VX is responsible under theAgreement fordelays, cancellations and otherflight irregularities involving the Codeshare Flights, VX shall absorb the costs of overnight expenses, meals, or other i.ncidental expenses of Codeshare Passengers. For the avoidance ofdoubt, VX is not responsible forsuch costswhen the operational delay or missed connect1oniscaused by MU'soranother Inbound carrier's delayed operation. 5.5 Involuntary.Rerouting

21

### PUBLIC VERSION CMC(2014JTC1821D

Codeshare Passengers are to be re-booked primarily to another MU orVX flight ana then as VX seesfit, inaccordance with itsstandard operating procedures'. 6. Missed ConneCtions The Party responsible forthe irregularity shall cover.thereasonable costs of providing passenger amenities to Codeshare Passengers who fail to m'aketheirconnections (i.e. flight canceilation, short term equipment changes or overbooking). The passenger amenities Shall includeiteins such as hotel accommodation, meals and denied boa(dingcompensation asappropriate. 7. ~!!ge Irreqularities The operating carrier atthe destination shall absorb costsfOrdelivery; replacement and temporary settlement and handle .such irregularities according 10the first marketing carrier's Conditions ofCarriage.

.22

### PUBLIC VERSION CMc[2014JTC18210



### APPENDIX C RESERVATIONS AND SEATHANDLING PROCEDURES 1. Inventory Control 1.1 The inventory of Codeshare Flights shall be fully controlled by VX. Each Party is responsible for its reservations aswell as maintenance of booking. 1.2 VX shall grant MU access to space on a free sale basis in all classes in accordance to the Special ProrateAgreement. 1.3 PNR recorded inthe correct booking classes of VX inventory and shown as such on VX PNLshall be sole proof of authenticity of passengers booked on the flight number. All other Codeshare Passengers presenting themselves atcheck-in counters shall be accommodated on seatavaiiabte basis. 1.~ Class mapping will in no case be taken into consideration as an Instrument to calcl,late the value of MU's coupons. 1.5 The Parties shall periodically review and modify the mapping of seat inventory as necessary. 2. Special Passenqer Requirements Acceptance of Codeshare Passengers requiring special services and assistance is outlined intheVX/MU G8R. 3. Advance Seat Reguest (ASR) Bookings A$R bookings can bemade with either Carrier. 4. Sales Sales on VX operated flights may be made upto aircraftdeparture. VX agrees to hOnorthe space on the Codeshare Flights in respect of tickets issued and confirmed booking held for each passenger by MU. All Codeshare sales are considered as guaranteed sells and can not be rejected even if an oversold situation occurs with those sales. In case a severe volume of sales to the same flighUclass occurs. both Carriers will coordinate to re-accommodate those overbooked sales. In order to avoid the overbooking issue, whenever VX receives aCodeshare sale butthe flighUclass is closed, VXwill automatically send anAVS message to MU. Thesales quota persegment sell transaction shall beset asfollows

23

### PUBLIC VERSION CMC(2014)TC1821D

5. Data Transfer MU will sell seats on Codeshare Flights based on availability displays controlled by AVS messages forwarded byVX. MU inventorycontro) will automatically transferthe reservation recordsfor aCodeshare Flightto VX atthefollowing SITAaddresses: 

## 'vx'

- _._~ MU 

# --l !Production S~stem Information 

# IProduction System Information 

# ~1iIIIIIII-' -_--. 

# ----"1

__ _ ~_~

__ .J_-~_~_
..

__ ._ ....

. 6. Group Bookings Group bookings are addressed inthe VX/MU GBR.
7. Duplicate Booking Control Duplicate bookings areaddressed intheVXlMU GBR. 8. Schedule Change andFHght Irregularities Flight irregularities shall be handled in accordance with VX siandards and procedures. VX will inform MU by ASC message and email about delays, schedule change and cancellations. 9. Ticketing Time Limits 

### Muwilldelermlne appropriate ticketing time limitsfor use onthe Codeshare Flights. 10. Name Change Policy VXwill permit name changes inaCcordancewith MU's rules. 11. Termination In Caseoftermination of thisAgreement. bookings confirmed priortothe date6f notice oftermination shall be respecte\l and honored bythe Parties.

24

### PUBLIC VERSION CMC(2014)TC1821D



### APPENDIX D REVENUE ACCOUNTING PROCEDURES 1. Accounting Procedures 1.i The accounting 'offlight coupons shall be in accordance with the rulesofthe /l,CH Manual of Procedures. Settlement shall be in accordance with the Special Prorate Agreement (SPA) in force between VX and MU. Where the SPA is not applicable. theAcH Manual of Procedures, orthe lATAMultilateral ProrateAgreement (MPA), as applicable. shall apply. 1.2 In the event ihat VX uplifts flight coupons issued by a third party ticketing carrier that are closed to the flights of MU, VX may bill the ticketing carrier without recourse to an endorsement from MU. 1.3 In case of billing dispute on application of either the SPAor the Codeshare Agreement, the VX Reservation Booking Designator (RBD) takes precedence 

### over all other elements inthe SPAlCodeshare Agreement.

. 1.4 All interlineable TFCs (Tax, Fees and Charges) shall be paid by VX for all passengers having MU's tickets. These interlineable TFCs shall be invoiced to MU by VX regardless collected ornotontheticket. 1.5 Subject to 1.6 below, the Ticketing Carrier shall be responsible for, collect and pay to the relevant authority any Ticket Taxes in relation to seats sold by the Ticketing Carrieron Codeshare Flights. 1.6 Where the TicketTaxesare ultimately the responsibility of and are payableto the relevant authority byVX, but are in relation to tickets issued by MU, then VX shall bill MU accordingly. 1,7 TCN/ISR datawill besent viaATPCOfor alltickets issued byMU. 2. Flight Interruption Manifest VirginAmerica does notcurrently issue FIMs. Virgin America accepts FIMs.from China Eastern,

25

### PUBLIC VERSION CMC[20141TC1821D



### APPENDIX E EMERGENCY JCRISIS MANAGEMENt PROCEDURE:S 1. Emergency JCrisis Management Procedures 1.1 The procedures as laid down in the "Reciprocal Crisis Management Plans for Codeshare Flights" (Appendix E1)shall apply. 1.2 In the event of a major incident or accident, VX shall advi~e tile following departments and this information should,berestricted to itsservices: Virgin America 10China Eastern: Operations Control Center:

China Eastern Email: ••• Telephone:

-••NOT FOR PUBLIC DISClOSURE--- China Eastern.to Virgin America: Operations Control Center:

VirginAmerica Email: Telephone: --.NOT F.OR,PUBLIC DISClOSURE--- 2. Appendix Administration The departments responsible forthe administration ofthisAppendix are:

Administrative Contact(s) for Er:rtergency Procedures Phone/E-Maii China Eastern 

### .~mergen-cy

Administration

26 Administrative Contact(s) for Emergency Procedures 'Phona/E-Mali Virgin America Emergency Preparedness

### PUBLIC VERSION CMC(2014]TC18210



### APPENDIX E.1 RECIPROCAL CRISIS MANAGEMENT PLANS FORCODESHARE FLIGHTS 1. Introduction 1.1 This Crisis Management Plan isdesigned for the effective co-ordination and management of the overall operational and media responses fa a crisis affecting a Codeshare passenger orcargoflight anywhere intheworld. 1.2 It sets oul the roles and responsibilities of both VX and MU to achieve seamless co-ordination and communications amongst the partners in the management of acrisis. 1.3 Both VX and MU will benefitfrom this Plan. 2. Commitments 2.1 VX and MU should each have a corporate Crisis Management or Emergency Response Plan, including a Special Assistance Teamtorender assistance tothe affected passengers. crew, ground casualties and Iheir relatives. 2.2 VXand MU should each becommitted to providethe resources necessaryto execute the corporate Crisis ManagementiEmergency Response Plan. 23 VX is responsible for the overall management of a crisis, including all the agreed costs incurred byMU and theirsen/ice providers In rendering the assistance or services. if assistance isformally requested and specific sen/ices agreed upon byVX forthe duration ofthe emergency. 2.4 MU upon a request byVX, shall render all the agreed necessary supportsto the VX to minimize the consequences and effects of a crisis affecting a Codeshare Flight. 

### 3. Scope 3.1 This Plan is to be activated for an aircraft crash and may be activated lor other emergencies involving a Codeshare Passenger or cargo night on agreement by the Parties.

4. Corporate Responses and Command and Control 4.1 VX is responsible for the corporate emergency response. including the policy decisions, to a crisis affecting its own flight anywhere in the world. It is also responsible forthe overall command and control oftheemergency response.



## '" -'

### PUBLIC VERSION CMC(2014)TC1821O

4.2 VX shall Immediately launch its operational and media responses to a crisis when Itbecomes known. In the event of a crisis occurring outside its home base, it shall,

__ launch an Emergency Response Teamfrom Headquarters orfro~to thecrisis siteto manage the crisis. 4.3 Inthe event ofany accident ofserious incident involving Codeshare flights, V Xwill;

b) provide the representatives specified below with ali appropriate informatio ncollected byVX's call center in relation to MU's passengers.

c) provide MU with copies of allappropriate correspondences passingbetwe en VXand Codeshare Passengers andtheir relatives and representatives.

d) afford the Codeshare Passengers and their relatives the same family assi stance, services and benefits as passenger ofVXaboard the incident aircraft.

e) provide MU with all appropriate information in relation to the investigation oftha accident as permitted bythe government authority ofVX. 5, Geographical Areas of Responsibilities 5 1 VX is responsible for managing a crisis affecting anyone of its flights anywhere in theworld from thetime ofitsoccurrence until itisresolved. 5.2 However, in the event that a crisis were to occur in respecl of a Codeshare Flight in a location within MU's home base orflight infonmation region and inwhich VX does not have a physical presence intheform of an operalingoffice whereas MU has such a physical presence, then MU may be requested to provide assistance, and if agreed upon with managing the immediate humanitarian care and assistance to the affected passengers, crew, ground casualties and theirfamilies. Ifthe parties agree, fliU shall use its own resources, facilities, equipment and procedures to provide any such assistance at the eKpensc ofVX. This suppor! isto be provided fora maximum period of whichever isearlier. 6. Notification of Crisis to MU 

### 6.1 VXsl1allemail ortelephone the details ofthecrisisto MU crisis becoming known. ofa
6.2 VX must provide the following information to MU's Operational Control Center Duty Manager:

## PUBLIC VERSION CMQ2014)TC18210

6.21 

### 6.2.2 6.2 3 

### 6.24 6.25

6.3 Upon receipt of the information, MU's Duty Manager shall immediately activate MU's crisis management machine inlernall. VX shall provkle information on the

13.4 VX shall also update MU on the significant developments In the crisis situation and its responses at 7. Activation of Assistance

. Upon request, and if agreed upon, MU mayalso activate its Local Emergency Response Center (LERC) to provide local support. 8. MU's Emergency Responses to a VX Crisis in Ihe Home Base !lr.l~.J'I.ight Information Region 8.1 Upon the request of VX, and ifagreed upon bythe Parties, MUwill_
• activate its corporate Crisis Management Centertocoordinate the management of Ihe emergency responses with VX. Such agreemen: will address MU's use ofits own racmlies, systems and procedures to provide the immediate emergency responses for the affected passengers, crew, ground casualties and their relatives as specified herei n The agreement will also specify ifMU maycontract aspecialist organization todepl cy specialists, in addition or instead of, MU's own staff.

### PUBLIC VERSION CMC[2014)TC1821D

8.2.1 Ifrequested byVX, and agreed upon bythe parties, then MU, in conjunction with itsstation nearest tothe crisis site, shall deplo a "Special Assistance Team" atthe Crisis Station

6.2.2 Ifrequested byVXand agreed upon bythe parties. MUwill deploy_ MUwill nottake anysalvage and removal action on behalf ofVX. 8.2.3 If requested by VX, and agreed upon by the parties MU shall arrange transport to tothe crisis station/site bythe fastest possible means, which may include launching an aircraft, of notification of a.crisis, if needed. 8.2.4 VXwillactivateitsTelephoneEnquiryCenter(TEG)to handleandprocessalltel ephoneenquiriesfromtheaffeded familymembersandthegeneralpublic(morethanone palinershallactivatetheTEC intheirrespectivehomebasesifapprovedbyVX).The TEC shall record the information on thefamily callers on individual Passenger Information Forms. The Reportswill beforwarded immediately byscan/email orfaxtoVX's Custo me~Information Center (CIC) atthe Crisis Station oratVX's head office. 8.2.5 VX when pel1l1ittedby government authority, shall release the Passenger Manifest of the applicable MU Cocleshare Passengers to MU's Headquarters Crisis Management Center. and to the Telephone Enquiry Center (TEC) which has been activated to handle and process such enquiries. VX shall contact the affected families immediately to take follow-up actions to render the necessary care and assistance. MU shall respond to local general enquiries in accordance with its own procedures for handling such enquiries based on information provided bythe VX's representative in the Center. 8.26 MU may also activate equipment including crisis communications and office

9. Crisis Occurring Outside Home Base ofMU
10

### PUBLIC VERSION CMC(2014)TC1821D

9.1 VXshallmanagetheaccidentIineldent, including,asapplicable,launchingofa ResponseAircraft and mobilization of its GoTeam. MU however may be requestedto assistVX byactivating its emergency response plan and Ifagreed upon bythe parties, dispa~chof a response aircraftand mobilizationof its Go Teamfor a quick responseas may be necessarydue to geographical locationof the accident Iincident. MU however should turn over the accident I incidentresponse to VX uponthe arrival of its response learn. 9.2 Inthe case of handling and processing of public enquiries, VX's Telephone EnqUiryCenter shall be activated to handleand processtelephone enquiriesfromthe affected family members and the general public. However, if agreed upon, VX may request that MU activate as many telephone lines as it can spare to handle and process such enquiries. 9.3 VX when permitted by government authority, shall release the Passenger rJianifes\ of the applicable MU Codeshare Passengers to MU's Headquarters Crisis Ivlanagement Center, and to the Telephone Enquiry Center (TEC) which has been activated to handle and process such enquiries. VX shall contact the affected families immediately to take fo!low.up actions to renderthe necessary care and assistance. If requested by VX. MU shall respond to local general enquiries in accordance with Its own procedures for handling such enquiries based on information provided byVX. 10. Oe..p.!QY.ment of Liason Representatives MU shall deplOY as necessary at least one liaison representative in VX's Crisis Management facilities to assist by providing information and advice but not to give directions toVX. 11. Support From Other Codeshars Partners atthe Crisis Stations i1.1 In the event of a crisis affecting a codeshare partner, the corporate Crisis Management Centers of MU shall be placed on a standby mode as necessary for a period

_ from the time of notification of a crisis, to render any assistance which I~quired. 11.2 MUshall assist VXwith transport andtrallel within its respective network as necessary. for the affected passengers, crew, andfamily members asweli asthe staff ofVX atthe expense ofVX. 12. Media Responses 12.1 VXshall manage itsown media responses, including setting up itsown local Media Relations Center atthe crisis site. 12.2 MUwhich has facilities and equipment atthe crisis sitefor local media mana gement shall allow, upon request and ifagreed 10and ifavailable, VX to make use of such facilities. ifrequired byVX. 12.3 VX is solely responsible forthe release of all information on the crisisto the media. MU shall oblain the concurrence ofVX before making such anystatement on t 11

### PUBLIC VERSION

hecrisis tothe media 1J. Handover of Duties CMC{2014JTC18210

lloU shall hand overtheduiies and allthe ,relevantdocuments toVX's representativesi n asystematic manner unless prohibited bygovernment aulhorily. VX's representative sshall acknowledge receipt ofthe documents handed over. 14. Confidentiality of Information 14.1 When a crisis becomes known, both VX and MU shall impound and secure all documents on the affected flight, the affected aircraft and the affected passengers and crew immediately. With the exception of lhe releaseof relevant informalion to the local authorities in connection with the local authorities' investigations intothe causell of the cMis, the 

### MU shall not release any information on the affected aircraft, the affected flight, lhe aff~cled passengers and crew and theirfamilies to

### any third parties, including media agencies and lravel agencies. 14.2 MU ShOuldre.direct all third party enquiries for information on the affected flight, the aHecled aircraft. the affected passengers, crewand theirfamilies toVX. 15. Payments of Actual Crisis Management Costs Incurred by MU

16, Joint Exercises The Carriers shall aclivale lheir respective Emerg~ Response Plans to conduct a simulated Crisis Managemenl Exercise or meet

_ as necessary to maintain familiarity with eacholher's systems and procedures and to fine-tune the co-ordination of processes.