BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

) 

Application of ) 

) 

VIRGIN AMERICA INC. ) DOT-OST-2014-

) 

for a Blanket Statement of Authorization under ) 

14 C.F.R. Part 212 (Code-Sharing U.S.-Taiwan) ) 

APPLICATION OF VIRGIN AMERICA INC. FOR A 

BLANKET STATEMENT OF AUTHORIZATION 

Communications with respect to this document should be sent to: 

John Varley 

Senior Vice President & 

General Counsel 

Virgin America Inc. 

555 Airport Boulevard, Suite 500 

Burlingame, CA 94010 

Tel: (650) 762-7108 

john. varley@virginamerica.com 

August 27,2014 

Malcolm L. Benge 

Jonathon H. Foglia 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW, 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 this Application ordinarily would be due by September 8, 2014. 

Virgin America Inc. is requesting expedited treatment of this Application and will poll the 

air carrier representatives served with this Application and notify the Department of the 

results. 
Application of 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

VIRGIN AMERICA INC. 

) 

) 

) 

) 

) 

) 

) 

DOT-OST-2014-

for a Blanket Statement of Authorization under 

14 C.F.R. Part 212 (Code-Sharing U.S.-Taiwan) 

APPLICATION OF VIRGIN AMERICA INC. FOR A 

BLANKET STATEMENT OF AUTHORIZATION 

Virgin America Inc. ("Virgin America") hereby respectfully requests that the Department 

issue a blanket statement of authorization under 14 C.F.R. Part 212, permitting Virgin America 

to display the "CI" designator code of China Airlines, Ltd. ("China Airlines") on flights operated 

by Virgin America between any points in the United States, in conjunction with China Airlines' 

authorized foreign air transportation of persons, property and mail between a point or points in 

Taiwan (either non-stop or via third country intermediate points), on the one hand, and a point or 

points in the United States, on the other hand. 

In support of this Application, Virgin America hereby states as follows: 

1. Virgin America and China Airlines recently entered into an agreement to engage 

in code-share services (the "Code-Share Agreement"). A copy of the Code-Share Agreement is 

attached hereto (Exhibit A). 1 The carriers plan to initiate the proposed code-share services on or 

about October 1, 2014. Virgin America therefore requests that the Department waive its 

1 As is customary for requests of this nature, commercially sensitive information has been 

redacted from the attached Code-Share Agreement. A copy of an unredacted Code-Share 

Agreement will be provided to the Department in accordance with 14 C.F.R. § 302.12. 
Application of Virgin America for a Blanket Statement of Authorization 

Docket DOT-OST-2014-

August 27, 2014; Page 2 

requirement under 14 C.F.R. 212.10(d)(2) that requests for statements of authorization be filed at 

least 45 days in advance of the proposed date of implementation. 

2. The initial routes covered by the Code-Share Agreement are set forth in Appendix 

A to this Application. However, pursuant to the Department's streamlined blanket notice 

approach to 30-day notices announced by Notice served February 9, 2009, Virgin America 

hereby provides notice of code-sharing with China Airlines on additional flights operated by 

Virgin America between any U.S. points. 

3. The carriers hold all authority necessary to conduct these proposed operations. 

China Airlines is authorized to engage in scheduled foreign air transportation of persons, 

property and mail, from points behind Taiwan via Taiwan and intermediate points to a point or 

points in the United States and beyond. See Notice of Action Taken in Docket DOT-OST-1997-

3138 (Sep. 7, 2012). Virgin America is authorized to engage in interstate air transportation of 

persons, property and mail pursuant to its certificate of public convenience and necessity, Order 

2007-8-17 (Aug. 17, 2007) (confirming oral actions and issuing effective certificate authority). 

4. The code-share services described in this Application are authorized by and fully 

consistent with the Air Transport Agreement between the Taipei Economic and Cultural Office 

and the American Institute in Taiwan.2 

5. Issuance of the blanket statement of authorization sought herein is in the public 

interest. Indeed, as the Department itself 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 

2 AIR TRANSPORT AGREEMENT BETWEEN THE TAIPEI ECONOMIC AND CULTURAL OFFICE AND THE 

AMERICAN INSTITUTE IN TAIWAN (signed at Washington, D.C. Mar. 18, 1998), at Art. 8 ~7. 
Application of Virgin America for a Blanket Statement of Authorization 

Docket DOT-OST-2014-

August 27, 2014; Page 3 

overall international market and increase overall opportunities for the aviation industry. 

U.S. airlines should be major beneficiaries of this expansion and the concomitant 

increased service opportunities, given their competitive advantages. 3 

6. Moreover, the proposed services will enable China Airlines to provide additional 

online single carrier service, increase competition and, in the process, benefit international 

travelers and shippers in transpacific air services markets. 

7. Virgin America agrees to accept the standard conditions typically applicable to 

code-share authority such as that requested in this Application. The carriers intend to conduct all 

of their code-share operations in compliance with the requirements of 14 C.F.R. Part 257 

regarding the disclosure of code-sharing arrangements to consumers. 

8. Virgin America requests that the blanket statement of authorization be granted for 

an indefinite period, so long as the Code-Share Agreement continues in effect, consistent with 

the Department's practice in previous code-share proceedings. Should the Code-Share 

Agreement cease to be effective, Virgin America will notify the Department accordingly. 

9. Virgin America requests expedited approval of this Application in order to 

facilitate the initiation of the code-share services described above at an early date. 

3 See Statement of United States International Air Transportation Policy, 60 Fed. Reg. 21,841, 

21,842 (May 3, 1995). 
Application of Virgin America for a Blanket Statement of Authorization 

Docket DOT-OST-2014-

August 27, 2014; Page 4 

WHEREFORE, based on the foregoing, Virgin America respectfully requests that the 

Department grant a blanket statement of authorization to Virgin America as more fully described 

herein, so that the Virgin America and China Airlines may implement the Code-Share 

Agreement. Virgin America further requests that the Department grant such other or additional 

relief as it considers consistent with this Application and the public interest. 

August 27, 2014 

Respectfully submitted, 

M~~~l- Jonathon H. Foglia 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW, 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 of China Airlines' "CI" Designator Code on Virgin America operated flights: 

Routing: 

From/To Los Angeles, California (LAX) 

Dallas Love Field, Texas (DAL) (effective no earlier than October 13, 2014) 

Newark, New Jersey (EWR) 

Fort Lauderdale, Florida (FLL) 

Washington, D.C. (lAD) 

New York, New York (JFK) 

Chicago, Illinois (ORD) 

Seattle, Washington (SEA) 

From/To San Francisco, California (SFO) 

Boston, Massachusetts (BOS) 

Dallas Love Field, Texas (DAL) (effective no earlier than October 13, 2014) 

Newark, New Jersey (EWR) 

Fort Lauderdale, Florida (FLL) 

Washington, D.C. (lAD) 

New York, New York (JFK) 

Las Vegas, Nevada (LAS) 

Los Angeles, California (LAX) 

Chicago, Illinois (ORD) 

Seattle, Washington (SEA) 
CERTIFICATE OF SERVICE 

I hereby certify that I caused a copy of the foregoing Application for a code-share 

blanket statement of authorization to be served, this 27th day of August, 2014, via email 

transmission, on the following persons: 

george.carneal@ho ganlovells. com 

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 for Hawaiian Airlines) 

kevin.montgomery@polaraircargo.com 

peter. beckett@polaraircargo. com 

dan. weiss@united.com 

gmurphy@crowell.com (Counsel for United Airlines) 

anita.mosner@hklaw.com (Counsel for United Parcel Service) 

jennifer.nowak@hklaw.com (Counsel for United Parcel Service) 

david.christofano@dot. gov 

robert.finamore@dot. gov 

brett.kruger@dot. gov 

john.s.duncan@faa.gov 

info@airlineinfo.com 

Bryant 

~-- Templeton 
Exhibit A 

Code-Share Agreement 

(Public Version) 
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 

Article 18 

Article 19 

Article 20 

Article 21 

Article 22 

Annexure A 

Appendix A 

Appendix B 

Appendix C 

Appendix D 

I Appendix E 

PUBLIC VERSION 

CHINA AIRLINES 

and 

VIRGIN AMERICA 

CODESHAREAGREEMENT 

Table of Contents 

Description 

Definitions 

Codeshare, Seat Inventory & Management 

Charges, Costs, Taxes & Accounti~JL 

Schedule of Flights 

Reservation & Passenger Handling Procedure 

Marketing I Product Display 

Industry Discount Travel 

Execution of Flights, Force Majeure 

Liability Indemnity 

Insurance 

Safety Audit 

Security 

Confidentiality 

Trade and Corporate Identification 

Consultation and Settlement of Disputes 

Governing Law 

Appendices, Annexes, Attachments & 

Amendments 

Term & Termination 

Entirety 

Severability 

Notices 

General Provisions 

Definitions 

Codeshare Schedule Planning 

Station Procedures 

Reservations & Seat Handling Procedures 

Revenue Accounting Procedures 

Emergency I Crisis Management Procedures 

Page 

2 

2 

2 

3 

4 

4 

5 

5 

5 

6 

8 

9 

9 

10 

10 

11 

11 

12 

12 

13 

13 

13 

14 

15 

18 

19 

----·---·-· 

22 

24 

25 
PUBLIC VERSION 

Recitals 

THIS CODESHARE AGREEMENT (the "Agreement") is made by and between 

1. China Airlines Limited (hereinafter referred to as "China Airlines" or "CI"), a 

company duly incorporated according to the laws of Republic of China; and 

2. Virgin America Inc.. (hereinafter referred to as "Virgin America" or "VX"), a 

company duly incorporated according to the laws of the state of Delaware. 

Hereinafter referred to collectively as the "Parties" or "Carriers" within this Agreement. 

The Parties desire to conduct a free sale codeshare arrangement with Cl 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 communities they serve or 

may choose to serve. 

In consideration of the mutual understandings and commitments set forth herein, the 

Parties agree to enter into this Agreement on the terms and conditions set forth here in: 

Article 1. Definititions 

The definitions in Annexure A shall apply for purposes of this Agreement. 

Article 2. Codeshare, Seat Inventory and Management, and Tariffs 

2.1 VX will make available seats to Cl on Codeshare Flights on a freesale basis 

at the cost specified within the prevailing Special Prorate Agreement between the 

Parties. 

2.2 Cl shall ensure that in all such publications all necessary information about 

the Codeshare Flights with VX as Operating Carrier is disclosed, subject to applicable 

government regulations. 

2.3 The Parties shall map inventory classes of CI to inventory classes of VX on 

the Codeshare Flights and shall manage seat inventory and related processes as 

outlined in Appendix C.1.5. 

2.4 Cl will independently and at its sole discretion establish and determine the 

tariffs and fares for tickets sold under its designator Code on Codeshare Flights. 

2 
PUBLIC VERSION 

2.5 Cl's Conditions of Carriage shall be applied to the Codeshare Flights and 

deemed to govern the transportation of Codeshare Passengers, provided that VX shall 

operate Codeshare Flights in accordance with its Conditions of Carriage, policies and 

procedures and Applicable Law. 

Article 3 Charges, Costs, Taxes, and Accounting 

3.1 VX shall be responsible for all costs, charges, losses, expenses and 

liabilities 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 

for sales of Codeshare Flights. 

3.3 Unless otherwise agreed in writing between the Carriers, Cl shall be 

responsible for all marketing, selling and advertising costs associated with Codeshare 

Flights. 

3.4 The Parties agree that any and all costs, fines, and penalties incurred in 

respect of the refusal of entry of any passengers at a destination point shall be borne 

by the Carrier that failed to confirm the passenger documentation at point of departure. 

3.5 The Parties agree to comply with collection and payment of taxes and with 

the revenue accounting procedures outlined in Appendix D. 

3.6 Revenue derived from charges collected at time of departure for baggage 

and/or other related services shall belong to the Carrier performing customer check-in, 

until such time as it may be otherwise mutually agreed between the Carriers. 

3. 7 Cl shall be responsible for its respective booking fees or other fees charged 

by the vendor of a GDS or a travel agent for the creation of a booking or any service 

relating to its sale on the Codeshare Flight. 

3.8 Each Party shall be responsible for all documentation and its own revenue 

accounting for traffic carried pursuant to this Agreement. 

3.9 VX will retain all Codeshare Flight coupons and bill Cl or the ticketing carrier 

as outlined in Appendix D. 

3.10 The Parties will attempt to settle any disputes thatmay arise with respect to 

revenue settlement. However, if no settlement is reached after the third rejection and 

the correspondence stage, the Alliances team of both Carriers will be notified 

immediately and will finally resolve the dispute through good faith negotiations, if 

possible. 

3 
PUBLIC VERSION 

Article 4. Schedule of Flights 

4.1 The schedule of Codeshare Flights may be modified, canceled or suspended 

at the sole discretion of VX. VX shall notify Cl as soon as possible in SSIM file 

exchange, writing or by email message of modifications, cancellations or suspensions 

of any of the Codeshare Flights in accordance with the procedures set out in Appendix 

A. 

4.2 Unplanned cancellations or suspensions of Codeshare Flights as a result of 

an event of Force Majeure shall be dealt with in accordance with the provisions of 

Article 8 (Execution of Flights, Force Majeure). 

Article 5. Reservation and Passenger Handling Procedure 

5.1 VX shall advise passengers through on-board announcements that the 

Codes hare Flights are operated as Codeshare Flights of Cl. 

5.2 Each Party will comply with the reservation and passenger handling 

procedures set out in Appendix C, as amended by the Parties from time to time. 

5.3 Each Party will comply with the station procedures set out in Appendix B, as 

amended by the Parties from time to time. 

5.4 In case of flight irregularities, Cl shall be notified accordingly. In all 

circumstances, VX agrees to treat Cl's passengers no less favorably than it treats its 

own passengers. 

5.5 In the case of a flight cancellation or delay announced 

before scheduled departure time, Cl shall handle and 

Passengers provided that, if Cl is unable to handle or rebook any Codeshare 

Passengers, VX shall exert every possible effort to render assistance to Codeshare 

Passengers equal to the treatment it provides to its own passengers in the same class 

of services as the Codeshare Passengers. Each Party shall be responsible for any 

expenses arising out of the cancellation or delay for its own passengers. 

5.6 In the case of cancellation or a delay to a Codeshare Flight either (a)~ 

- prior to scheduled departure or (b) after scheduled departure time, VX shall 

handle and rebook all Codeshare Passengers and be responsible for any additional 

expense, if any, incurred in connection with the transportation of passengers and 

baggage to the passengers' final destination, irrespective of the cause of the delay or 

cancellation. In case the cancellation or a delay requires the rerouting of a Codeshare 

Passenger, all necessary coupons will be endorsed to VX, and VX shall be responsible 

for all expenses incurred in connection with transportation of passengers and baggage 

to the final destination, and if applicable, any denied boarding compensation due to the 

4 
PUBLIC VERSION 

Codeshare Passenger. 

5.7 In all cases of cancellation or a whether the cancellation of a 

Codeshare Flight is announced before scheduled departure 

time, the Parties shall assist assengers every reasonable respect, and 

VX shall extend treatment (including, without limitation, in relation to boarding priority 

and accommodation) to Codes hare Passengers equal to the treatment it provides to its 

own passengers traveling in the same class of service as the Codeshare Passengers. 

Article 6. Marketing I Product Display 

6.1 Cl 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 

well as through advertising disclosures, that each Codeshare Flight is a flight operated 

by VX and any change of gauge associated with any flight Such information shall be 

given at the earliest reasonable opportunity and, in any event, before a ticket is sold. 

6.2 Cl shall Include the Codeshare Flights in those published listings of industry 

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 by Applicable Law. 

Cl will ensure, unless the Parties agree otherwise, simultaneous display in distribution 

media, Including GDSs, of all Codeshare Flights and their respective schedules. 

6.3 Any costs incurred for the publication of Codeshare Flights or connections to 

and from such flights in the Airline Guides, GDSs and Reservation Systems shall be 

borne by the Party who displays its Code on such published flights. 

Article 7. Industry Discount Travel 

Industry and employee discount travel is outside the scope of this Agreement. 

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 for the operation of the services. It shall remain under VX's 

technical and operational control and shall be operated in accordance with VX's 

operational requirements. 

8.2 VX has the right to 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, 

5 
PUBLIC VERSION 

war, civil war, warlike operations, terrorism, insurrections or riots, fires, floods, 

explosions, earthquakes, natural disasters or serious accidents, epidemics, quarantine 

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 Cl'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, 

flight dispatch, flight control, flight-watch and in-flight instructions, communications, 

loading and discharge of the aircraft and all traffic (passenger, baggage, cargo and 

mail) handling. 

8.5 VX shall always keep Cl duly informed about. all actual flight movement and 

operational developments of the flight as may be reasonably relevant to Cl. 

8.6 If VX subcontracts any of its obligations under this Agreement to a third party 

(other than a wholly-owned subsidiary} it must provide Cl with- written notice to 

enable Cl to remove its Code from the affected Codeshare Flights if it chooses to do 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 of VX 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. 

Article 9. Liability Indemnity 

9.1 Each Party shall issue or make available to its passengers, and, where 

applicable, its shippers, its own standard system-wide traffic documents (tickets, 

Conditions of Carriage and related notices) which shall conform to all Applicable Laws, 

rules and regulations. Each Party shall 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 out of any incorrectness or errors therein. 

9.2 Subject to Article 9.5 below, VX agrees to indemnify and hold harmless Cl, 

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 Cl, and its directors, officers, agents, 

6 
PUBLIC VERSION 

servants and employees, by reason of death or injury to persons, or damage to or loss 

of baggage or personal property while such persons, baggage or property are on an 

aircraft used by VX for a Codeshare Flight or are under the 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 by VX, and any delay or cancellation of intended Codeshare Flight or delay 

to a VX 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 Cl, its directors, its officers, agents, 

servants and employees. VX further agrees to indemnify and hold harmless Cl from 

and against any and all claims for death, injury or other damage caused to VX's 

employees while such persons, (or their baggage or property) are on an aircraft used 

by VX for a Codeshare Flight or are under the custody or control of VX, unless such 

claims result from the gross negligence or the willful misconduct of Cl, its directors, its 

officers, agents, servant and employees. 

9.3 Subject to Article 9.5 below, Cl 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 of death or injury to persons, or damage to, or loss 

of baggage or personal property while such persons, baggage or property are under 

the custody or control of Cl, and/or claims brought by third parties, passengers and 

non-passengers arising out of or connected with the operation of the Codes hare Flight 

while such person or property are under the control of or in the custody of, or being 

transported by Cl, and any cancellation of intended Codeshare Flight or delay caused 

to such passengers and their luggage, due to the gross negligence or willful 

misconduct of Cl, its directors, its officers, 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 Codes hare Flight or delay involves 

Cl's passenger(s), it is recognized VX has overall control of all claims, consulting with 

Cl at all times deemed necessary. VX shall defend at its own cost and expense all 

claims, actions, suits and proceedings brought against Cl for any loss, damage, injury, 

death or delay in respect of which that Cl is indemnified by VX pursuant to Article 9.2, 

in accordance with Cl's Conditions of Carriage. Cl shall promptly notify VX of all claims 

or notices received by it and cooperate with and against VX as requested in the 

preparation for the defense of all such 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 

CLAIMS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND/OR THE 

7 
PUBLIC VERSION 

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 CJ may be similar to or 

commensurate with liabilities that would have been incurred to such passengers if they 

were traveling under the Conditions of Carriage of VX. However, 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 Cl, at least up to the limit of Clliability, even if such Conditions of Carriage 

differ from those of VX. 

Article 10. Insurance 

10.1 VX shall procure and maintain for the benefit of Cl during the term of this 

Agreement, comprehensive aviation liability insurance including passenger (revenue 

and non-revenue), baggage, and aircraft third party legal llabl shall be 

extended to include war and allied 

and premises 

Premises 

liability mean VX occupied buildings on an or connection 

with their business as an airline as more fully defined in the policy and subject policy 

terms conditions exclusions and limitations. Such insurance shall: 

1 0.1.1 Name Cl, its agents, officers, directors, servants and employees as 

additional insureds; 

1 0.1.2 Contain a severability of interest clause; 

1 0.1.3 Contain a provision requiring VX's insurers to provide to Cl not less than 

prior written notice of any cancellation or material change to such 

nsurance except that in the case of war and allied perils such period of notice shall be IIIII • - or such lesser period as may be available in accordance with policy 

condition; 

1 0.1.4 Be primary and without any right of contribution from any insurance effected 

by Cl; 

1 0.1.5 Provide that the Additional Insureds shall have no responsibility for any 

premium and Insurers shall waive any rights of set-off or counter-claim against the 

8 
PUBLIC VERSION 

Additional Insureds (in the Additional Insureds role as the marketing carrier). 

1 0.2 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 a waiver of subrogation by VX's aircraft hull insurers against Cl, 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 to Article 9 hereof. 

10.3 Prior to the commencement of the operations to be conducted hereunder, VX 

shall furnish to Cl a certificate of insurance evidencing the foregoing insurance 

coverage required under Article 1 0.1 and 10.2 above. 

Article 11. Safety Audit 

Cl 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. Cl shall have the right to 

request and obtain from lATA the most current JAR (IOSA Audit Report) of VX. The 

Carriers shall coordinate such safety and security audits so that the audits do not 

disturb VX's operations. Notwithstanding the foregoing, Cl does not undertake any 

responsibility or assume any liability for any aspect of VX's operations nor shall VX be 

entitled to assert any responsibility or assumption of liability on the part of Cl for VX's 

safety, security, or operation of the Codes hare Flights. 

Article 12. Security 

12.1 With regard to enplaning passengers on the Parties' services, VX will adhere 

to all regulatory security requirements that are applicable to the flights in question. 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. Cl and VX agree to cooperate in matters of security 

procedures, requirements and obligations at all ports to or from which the services 

operate subject to any appropriate regulatory authority approval. 

12.2 VX shall notify Cl of any new security procedure, requirement or obligation 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 of the VX to 

Cl. When additional security measures are introduced by VX to counter the 

Heightened Threat, the additional measures proposed shall be informed to Cl. 

9 
PUBLIC VERSION 

Article 13. Confidentiality 

13.1 Except to the extent required by any Applicable Law, court order or 

regulatory authority, 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 any third party other than to the respective directors, officers, employees or 

agents, or advisors, or the directors, officers, employees, or agents, or advisors of the 

parent companies of the Parties, or other persons retained by the Parties, for 

purposes specifically related to the administration and/or operational conditions to this 

Agreement. In all cases, the Parties shall be responsible for any breach of 

confidentiality by their respective employees, officers, directors, or retained agents, 

advisors or third parties. 

13.2 For the purposes of this Agreement, 'Confidential Information' shall mean all 

information identified as such or as being information that would reasonably be 

understood as being confidential information, including but not limited to passenger 

details, and which pertains to Cl and VX and their respective operations disclosed or 

acquired pursuant to this Agreement; 

13.2.1 Cl 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 of 

this Agreement or any extension 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 or premises of such Party; 

13.2.2 Cl and VX hereby agree that they shall not make copies or transcribe 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, shall forthwith return any and all copies thereof to such Party; 

13.2.3 Title to any and all Confidential Information, copies and other material 

provided by Cl or VX to the other Party shall pursuant hereto at all time vest in the 

disclosing Party (CI 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 

request. 

Article 14. Trade and Corporate Identification 

14.1 Each Party hereby covenants that its respective advertising and promotions 

shall be in accordance with all applicable governmental rules, laws and regulations. 

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PUBLIC VERSION 

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 of the other 

Party's logos, trade marks or trade names except in accordance with the other Party's 

prior approval and direction which shall not be unreasonably withheld or delayed. 

14.3 Each Party agrees that should any right, title to or interest in the other Party's 

logo or any other part thereof, or in any copyright or trade mark of the other Party 

become vested in it (by operation of law or otherwise) by reason of this Agreement, it 

shall hold the same In trust for the other Party and shall, at the request of the other 

Party, forthwith unconditionally assign any such right, title or interest to the other Party, 

or as the other Party may otherwise direct. 

14.4 It is understood and agreed that the logos, trade marks and trade names of 

each Party shall be and remain at all times the applicable 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 not commence any court proceedings relating to the dispute 

unless it has complied with Article 15.2 below. 

15.2 Unless otherwise stated, any questions or disputes concerning the validity, 

interpretation or application of this Agreement, including its Appendices and 

Amendments (if any), at the request of either Party, shall be referred for resolution to a 

group comprising of at least one senior official from each Party ("the Committee"). The 

Committee shall in good faith endeavor to settle mutually and in a timely manner and 

within- any dispute or claim referred to it. 

15.3 Nothing in this Article 15 will affect either Party's rights to terminate this 

Agreement or to seek interlocutory relief in a court of competent jurisdiction. 

Article 16. 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 agree to submit 

to the non-exclusive jurisdiction of the courts of the State of California. 

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 satisfy the requirements of any such review. If, as a result of such review, this 

Agreement is disapproved, or approved and later withdrawn, in any respect by any 

11 
PUBLIC VERSION 

such governmental agency or organization, then either Party may forthwith terminate 

this Agreement by written notice to the other Party without prejudice to the accrued 

rights and liabilitie~ of either Party prior to the termination of this Agreement. 

Article 17. Appendices, Annexes. Attachments and Amendments 

The Parties acknowledge that this Agreement and the procedures set out in the 

Appendices are subject to occasional changes. The Parties may make such 

amendments as are agreed in writing by both Parties. 

Article 18. Term & Termination 

18.2 This Agreement may be terminated by either Party pursuant to any of the 

following provisions hereof: 

18.2.2 Either Party 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 of the flights specified in Appendix A are 

at any time withdrawn 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 to the 

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 or amalgamation) or if any person shall take possession of, 

or a receiver is appointed to, its undertaking or any part thereof or if such other Party 

shall make any arrangement with its creditors or shall for any reason become insolvent, 

cease or threaten to cease to carry on its business. 

18.2.4 Either Party may terminate this Agreement by giving prior 

written notice to the other Party if the other Party fails to or o 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 

written notice thereof. · 

18.2.5 Either Party may terminate in the event of a change of control of the other 

Party by giving not less than- written notice to the other. For the purposes of 

this agreement control of a corporation includes the possession directly or indirectly of 

12 
PUBLIC VERSION 

the power, whether or not having statutory, legal or equitable rights, directly or indirectly 

to control the membership of the board of directors of the corporation or to otherwise 

directly or indirectly direct or cause the direction of the management and policies of 

that corporation whether 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 not consistute a change of control for purposes of this Agreement. 

18.2.6 The Agreement may be terminated or canceled at any time during the term 

hereof by the mutual written consent of the 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 or subsequent to the execution of this 

Agreement. 

Article 20. Severability 

20.1 If any provision contained in this Agreement shall be held to be invalid or 

unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the 

other provisions hereof which can be given effect without the invalid provision, and to 

this end the provision of this Agreement are intended to be and shall be deemed 

severable. 

20.2 The Parties agree to use their best efforts to replace such invalid or 

unenforceable provision with a valid and enforceable provision having to the maximum 

extent possible the same economic or practical effect. 

Article 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 Party to which such notice, 

request, demand or other communication is required or permitted to be given or made 

under this Agreement addressed as follows: 

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PUBLIC VERSION 

China Airlines 

Attention Corporate Development Office 

Virgin America 

Legal Department 

Address 5F, No. 1 Hangzhan S. Road 

Dayuan Township 

Taoyuan County 33758 

Taiwan R.O.C. 

555 Airport Blvd Suite 500 

Burlingame CA, 94010 

or at such other address as the respective Parties hereto may hereafter specify to the 

other from time to time. All such notices, requests, demands or other communications 

shall be effective upon receipt. 

Article 22. General Provjsions 

22.1 The headings of the Articles of this Agreement are for convenience only and 

are not part of this Agreement. Accordingly, they shall not affect the interpretation of 

any of the provisions hereof. 

22.2 The Appendices to this Agreement, as duly amended from time to time, form 

part of this Agreement. 

22.3 Neither Party hereto may assign this Agreement nor any rights, duties, or 

interest hereunder in whole or in part to any third party without the prior written consent 

of the other Party. 

22.4 The waiver by either Party of any breach of any term. covenant, or condition 

of this Agreement shall not constitute a waiver of any subsequent breach or preclude 

such Party from there after demanding performance thereof according to the terms 

hereof. 

22.5 This Agreement is done in duplicate, both in English and exchanged 

between the two airlines. 

SIGNED for and on behalf of 

China Airlines, Limited 

Name: James u 

Title: Senior Vice President 

SIGNED for and on behalf of 

Virgin America 

Title: SVP Planning & Sales 

Date: [\\1\~stl'>, '-o\lt 

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PUBLIC VERSION 

ANNEXURE A 

DEFINITIONS 

"ACH" means Airlines Clearing House. 

"Applicable Law" means all applicable Jaws of any jurisdiction including securities 

Jaws, 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 

or like actions of any Competent Authority and the interpretations, licenses, and 

permits of any Competent Authority. 

"Code" means the two (2) characters assigned to a carrier by lATA for the purpose of 

exchanging interline carrier messages in accordance with AIRIMPS procedures. 

"Codeshare Flight" means a flight on which both parties have placed their respective 

Codes, on the routes listed in Appendix A. 

"Codeshare Passenger" means a passenger travelling on an Cl Flight Coupon on a 

flight operated by VX. 

"Committee" has the meaning assigned to such terms in Article 15.2. 

"Competent Authorities" means any national, federal, state, county, local or municipal 

government body, bureau, commission, board, board of arbitration, instrumentality, 

authority, agency, court, department, inspectorate, minister, ministry, official or public or 

statutory person (whether autonomous or not) having jurisdiction over this Agreement 

or either party. 

"Conditions of Carriage" means those conditions of contract tariffs and rules of 

carriage of a party that govern the transport of passengers travelling on tickets showing 

such party's Code in the carrier code box of the flight coupon. 

"Confidential Information" means (a) all confidential or proprietary information of a 

party, including, without 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 information 

(such as passenger name record or "PNR" data) and computer procedures and access 

codes; and (b) the terms and conditions of this Agreement and any reports, invoices or 

other communications between the parties given in connection with the negotiation or 

performance of this Agreement; and (c) excludes (i) information already in a party's 

possession prior to its disclosure by the other party; (ii) info~mation obtained from a 

third person or entity that is not prohibited from transmitting such information to the 

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 the public, other than as a result of disclosure by a party in violation of this 

15 
PUBLIC VERSION 

Agreement; or (iv) information that has been or is independently acquired or developed 

by a party, or its Affiliate, without violating any of its obligations under this Agreement. 

"GDS" means a computerized reservation system owned or operated by any entity, 

including either party to this Agreement, that contains information about commercial 

airline 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 to facilitate their ability to make reservations and issue tickets and air waybills. 

"GST" means any goods and services tax, value added tax or sales tax imposed on 

the sale or supply of goods, 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 in flight operation related circumstances. 

"lATA" means the International Air Transport Association. 

"Marketing Carrier" means Cl, the Party whose Code is shown in the carrier code box 

of a flight coupon as well as in the e ticket data of the GDS for a Codes hare Flight but 

which is not VX. 

"Marketing Flight(s)" means a Codeshare Flight when displayed, sold, or referred to 

as a flight of Cl rather than a flight of VX, such as when using Cl's name, Designator 

Code and/or flight number. 

"Operating Carrier" means VX, the party having operational control of an aircraft used 

for a given Codeshare Flight. 

"Reservations System" means the internal computerized airline passenger or cargo 

reservations system used by the 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 or air waybills. 

"Security Program" means means a Transport Security Program (TSP) approved by 

the Transport Security Administration. 

"Special Prorate Agreement" means the agreement, as amended from from time to 

time, between the Parties relating to the proration of interline and codeshare revenue. 

"Ticketing Carrier" means a Carrier or carrier whose traffic documents are used to 

issue a ticket. 

"Ticket Taxes" means any transactional taxes or passenger facility charges that are 

separately identified on the ticket, including, without limitation, sales taxes, use taxes, 

16 
PUBLIC VERSION 

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 assessments (and any interest or penalty thereon) 

imposed on passengers (or which air carriers or their agents are required to collect 

from passengers) by any authority in any country, or political subdivision thereof or 

public authority operating therein (including, without limitation any national, federal, 

state, provincial, territorial, local, municipal, port or airport authority) or which are levied 

upon passengers by operation of Applicable Law, industry standard or the air carrier's 

policy. 

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PUBLIC VERSION 

APPENDIX A 

CODESHARE SCHEDULE PLANNING 

1. Codeshare Flights 

1.1 Subject to all necessary regulatory approvals, Cl is entitled to display its two 

letter designator Code on the following routes operated by VX as mutually 

agreed by the Parties: 

Los Angeles (LAX) to/from: 

Dallas Love Field (DAL) (effective 13 October 2014) 

Chicago_ (ORO) 

Newark (EWR) 

New York (JFK) 

Washington, D.C. (lAD) 

Ft. Lauderdale (FLL) 

Seattle (SEA) 

San Francisco (SFO) to/from: 

Boston (BOS) 

Dallas Love Field (DAL) (effective 13 October 2014) 

Chicago (ORO) 

Newark (EWR) 

New York (JFK) 

Washingon, D.C. (lAD) 

Ft. Lauderdale (FLL) 

Seattle (SEA) 

Las Vegas (LAS) 

Los Angeles (LAX) 

1.2 Traffic restrictions will be applied to Codeshare Flights by Cl as required. 

2. Codeshare Schedule Operations 

The Parties shall: 

2.1 Establish a dedicated flight number range for use by Cl with respect to the 

Codeshare Flights; and 

2.2 Establish an automated transfer of flight schedule information between both 

Parties to allow efficient loading of the Codeshare Flights. 

2.3 VX will provide Cl with new schedules or schedule changes for its 

Codeshare Flights as outlined in the VX/CI General Business Requirements (GBR). 

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PUBLIC VERSION 

3. Affiliate Carriers 

The following affiliate carriers of VX and Cl shall be included in this Agreement: 

VX Affiliates: Cl Affiliates: 

None None 

19 
1. Ground Handling 

PUBLIC VERSION 

APPENDIXB 

STATION PROCEDURES 

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 in any ground handling agreements betweer) the Parties. 

2. Check-In Procedures 

2.1 Passengers 

2.1.1 The VX flight number will be shown on the boarding passes which may also 

show a reference to the Cl flight number. Only operating carrier flight numbers will 

appear on baggage tags. 

2.1.2 Through check-in will be performed up to passengers' final destination for all 

Codeshare Passengers in accordance with VX's through check-in procedures, 

including Advanced Passenger Information System (APIS) data transmission, lf 

required at final destination. 

2.2 Checked Baggage Acceptance 

In the acceptance of codeshare baggage, and for the purpose of clarity, the following 

will apply: 

2.2.1 Each Party will apply the checked baggage allowances and assess 

applicable fees in accordance with the rules and procedures of the first marketing 

carrier listed on the Codeshare Passenger's ticket. 

2.2.2 Each Party reserves the right to waive checked baggage fees so long as it 

remains compliant with all U.S. DOT regulations. 

2.2.3 Each Party will apply excess/overweight b~ggage 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 right to waive excess baggage limitations and fees 

so long as it remains 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 the ATPCO Baggage Calculator. 

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PUBLIC VERSION 

3. Staff Travel 

Industry and employee discount/non-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 efforts to display both VX and Cl designators and 

flight numbers on Public Flight Information 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 Cl's information. VX 

shall provide counter and gate signage reflecting the Codeshare operations where 

possible. 

5. Irregularity Handling 

5.1 Flight Irregularities 

In the event of flight delays, cancellations or other flight irregularities, VX shall provide 

prompt advice to the following addresses: 

Cl: TPEJC SYSTEM OPERATION CONTROL(SOC) 

VX: Guest Services OCC 

5.2 Major Incident/Accident 

See Appendix 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 the Agreement for delays, cancellations and other flight 

irregularities involving the Codeshare Flights, VX shall absorb the costs of overnight 

expenses, meals, or other incidental expenses of Codeshare Passengers. For the 

avoidance of doubt, VX is not responsible for such costs when the operational delay or 

missed connection is caused by CPs or another inbound carrier's delayed operation. 

5.5 Involuntary Rerouting 

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PUBLIC VERSION 

Codes hare Passengers are to be rebooked primarily to another Cl or VX flight and then 

as VX sees fit, in accordance with its standard operating procedures as outlined in IAT 

A Reso, 735d. 

6. Missed Connections 

The Party responsible for the irregularity shall cover the reasonable costs of providing 

passenger amenities to Codeshare Passengers who fail to make their connections (i.e. 

flight cancellation, short term equipment changes or overbooking). The passenger 

amenities shall include items such as hotel accommodation, meals and denied 

boarding compensation as appropriate. 

7. Baggage Irregularities 

The operating carrier at the destination shall absorb costs for delivery, replacement and 

temporary settlement and handle such irregularities according to the first marketing 

carrier's Conditions of Carriage. 

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PUBLIC VERSION 

APPENDIXC 

RESERVATIONS AND SEAT HANDLING PROCEDURES 

1. Inventory Control 

1.1 The inventory of Codeshare Flights shall be fully controlled by VX. Each 

Party is responsible for its reservations as well as maintenance of booking. 

1.2 VX shall grant Cl access to space on a free sale basis in all classes in 

accordance to the Special Prorate Agreement, 

1.3 PNR recorded in the correct booking classes of VX inventory and shown as 

such on VX PNL shall be sole proof of authenticity of passengers booked on the flight 

number. All other Codeshare Passengers presenting themselves at check-in counters 

shall be accommodated on seat available basis. 

1.4 The Parties shall periodically review and modify the mapping of seat 

inventory as necessary. 

2. Special Passenger Requirements 

Acceptance of Codeshare Passengers requiring special services and assistance is 

outlined in the VX/CI GBR. 

3. Advance Seat Request (ASR) Bookings 

ASR bookings can be made with either Carrier. 

· 4. Sales 

Sales on VX operated flights· may be made up to aircraft departure. 

VX agrees to honor the space on the Codeshare Flights in respect of tickets issued 

and confirmed booking held for each passenger by Cl. 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 flight/class 

occurs, both Carriers will coordinate to re-accommodate those overbooked sales. In 

order to avoid the overbooking issue, whenever VX receives a Codeshare sale but the 

flight/class is closed, VX will automatically send an AVS message to Cl. 

The sales quota per segment sell transaction shall be set as follows 

Virgin America Operating - n/a 

5. Data Transfer 

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PUBLIC VERSION 

Cl will sell seats an Codeshare Flights based on availability displays controlled by AVS 

messages forwarded by VX. 

Cl inventory control will automatically transfer the reservation records for a Codeshare 

Flight to VX at the following SIT A addresses: 

vx Cl 

6. Group Bookings 

Group bookings are addressed in the VX/CI GBR. 

7. Duplicate Booking Control 

Duplicate bookings are addressed in the VX/CI GBR. 

8. Schedule Change and Flight Irregularities 

Flight irregularities shall be handled in accordance with VX standards and procedures. 

VX will inform Cl by ASC message and email about delays, schedule change and 

cancellations. 

9. Ticketing Time Limits 

Cl will determine appropriate ticketing time limits for use on the Codeshare Flights. 

10. Name Change Policy 

VX will permit name changes in_ accordance with Cl's rules. 

11. Termination 

In case of termination of this Agreement, bookings confirmed prior t~ the date of notice 

of termination shall be respected and honored by the Parties. 

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PUBLIC VERSION 

APPENDIX D 

REVENUE ACCOUNTING PROCEDURES 

1. Accounting Procedures 

1.1 The accounting of flight coupons shall be in accordance with th,e rules of the 

ACH Manual of Proce9ures. Settlement shall be in accordance with the Special 

Prorate Agreement (SPA) in force between VX and Cl. Where the SPA is not 

applicable, the ACH Manual of Procedures, or the lATA Multilateral Prorate Agreement 

(MPA), as applicable, shall apply. 

1.2 In the event that VX uplifts flight coupons issued by a third party ticketing 

carrier that are closed to the flights of Cl, VX may bill the ticketing carrier without 

recourse to an endorsement from CI. 

·1.3 In case of billing dispute on application of either the SPA or the Codeshare 

Agreement, the VX Reservation Booking Designator (RBD) takes precedence over all 

other elements in the SPA/Codeshare Agreement. 

1.4 All interlineable TFCs (Tax, Fees and Charges) shall be paid by V.X for all 

passengers having Cl's tickets. These interlineable TFCs shall be invoiced to Cl by VX 

regardless collected or not on the ticket. 

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 Carrier on Codeshare Flights. 

1.6 Where the Ticket Taxes are ultimately the responsibility of and are payable to 

the relevant authority by VX, but are in relation to tickets issued by Cl, then VX shall bill 

Cl accordingly. 

1.7 TCN/ISR data will be sent via ATPCO for all tickets issued by Cl. 

2. Flight Interruption Manifest 

Virgin America does not currently accept or issue FIMs. 

25 
PUBLIC VERSION 

APPENDIX E 

EMERGENCY I CRISIS MANAGEMENT PROCEDURES 

1. Emergency I Crisis 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 advise the following 

departments an9 this information should be restricted to its services: 

Virgin America to China Airlines : Operations Control Center: 

China Airlines 

Email: 

Telephone: 

---NOT FOR PUBLIC DISCLOSURE---

China Airlines to Virgin America: Operations Control Center: 

Virgin America 

Email: 

Telephone: 

---NOT FOR PUBLIC DISCLOSURE---

2. Appendix Administration 

The departments responsible for the administration of this Appendix are: 

Administrative Contact(s) for 

Emergency Procedures 

Phone/E·Mail 

Administrative Contact(s) for 

Emergency Procedures 

Phone/E-Mail 

China Airlines -----+ Virgin America 

r----1 

26 
PUBLIC VERSION 

APPENDIX E.1 

RECIPROCAL CRISIS MANAGEMENT PLANS FOR CODESHARE FLIGHTS 

1. Introduction . 

1.1 This Crisis Management Plan is designed for the effective co-ordination and 

management of the overall operational and media responses to a crisis affecting a 

Codeshare passenger or cargo flight anywhere in the world. 

1.2 It sets out the roles and responsibilities of both VX and Cl to achieve 

seamless co-ordination and communications amongst the partners in the management 

of a crisis. 

1.3 Both VX and Cl will benefit from this Plan. 

2. Commitments 

2.1 VX and Cl should each have a corporate Crisis Management or Emergency 

Response Plan, including a Special Assistance Team to render assistance to the 

affected passengers, crew, ground casualties and their relatives. 

2.2 VX and Cl should each be committed to provide the resources necessary to 

execute the corporate Crisis Management/Emergency Response Plan. 

2.3 VX is responsible for the overall management of a crisis, including all the 

agreed costs incurred by Cl and their service providers in rendering the assistance or 

services, if assistance is formally requested and specific services agreed upon by VX 

for the duration of the emergency. 

2.4 Cl upon a request by VX, shall render all the agreed necessary supports to 

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 for 

other emergencies Involving a Codeshare Passenger or cargo flight 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 for the overall command and control of the emergency response. 

27 
PUBLIC VERSION 

4.2 VX shall immediately launch its operational and media responses to a crisis 

when it becomes known. In the event of a crisis occurring outside its home base, it 

shall, ----launch an Emergency Response Team from Headquarters 

or fro~to the crisis site to manage the crisis. 

4.3 In the event of any accident of serious incident involving Codes hare flights, V 

X will: 

a) permit one or 

mer Information 

b) provide the representatives specified below with all appropriate informatio 

n collected by VX's call center in relation to Cl's passengers. 

c) provide Cl with copies of all appropriate correspondences passing betwee 

n VX and Codeshare Passengers and their relatives and representatives. 

d) afford the Codeshare Passengers and their relatives the same family assi 

stance, services and benefits as passenger of VX aboard the incident aircraft. 

e) provide Cl with all appropriate information in relation to the investigation of 

the accident as permitted by the government authority of VX. 

5. Geographical Areas of Responsibilities 

5.1 VX is responsible for managing a crisis affecting any one of its flights 

anywhere in the world from the time of its occurrence until it is resolved. 

5.2 However, in the event that a crisis were to occur in respect of a Codeshare 

Flight in a location within Cl's home base or flight information region and in which VX 

does not have a physical presence in the form of an operating office whereas Cl has 

such a physical presence, then Cl 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 their families. If the parties agree, 

Cl shall use its own resources, facilities, equipment and procedures to provide· any 

such assistance at the nse of VX. This is to be provided for a maximum 

period of whichever is earlier. 

6. Notification of Crisis to Cl 

6.1 VX shall email or telephone the details of the crisis to Cl of a c 

risis becoming known. 

6.2 VX must provide the following information to Cl's Operational Control Center 

Duty Manager: 

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PUBLIC VERSION 

6.2.1 

6.2.2 

6.2.3 

6.2.4 

6.2.5 

6.3 Upon receipt 

activate Cl's crisis m 

the 

6.4 VX shall also 

and its responses at 

7. Activation of Assistance 

8. Cl's Emergency Responses to a VX Crisis in the Home Base 

or Its Flight Information Region 

8.1 Upon the request of VX, and if agreed upon by the Parties, Cl will1 activate its corporate Crisis Management Center to coordinate the management. of t 

he emergency responses with VX. Such agreement will address Cl's use of its own fa 

cilities, systems and procedures to provide the immediate emergency responses for th 

e affected passengers, crew, ground casualties an·d their relatives as specified herein. 

The agreement will also specify if Cl may contract a specialist organization to deploy 

specialists, in addition or instead of, Cl's own staff. 

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PUBLIC VERSION 

8.2 Passenger Aircraft Crisis 

8.2.1 If requested by VX, and agreed upon by the parties, then Cl, in conjunction 

with its station nearest to the crisis site, shall al Assistance Team" 

at the Crisis Statio 

If requested by VX and agreed upon by the parties, 

Cl will not take any salvage and removal action on 

behalf of VX. 

8.2.3 If ~and agreed upon by the parties Cl shall arrange 

transport to~ to the crisis station/site by the fastest possible means, 

·which may include launching an aircraft, of notification of a crisis, if 

needed. 

8.2.4 VX will activate its Telephone Enquiry Center (fEC) to handle and process all tel 

ephone enquiries from the affected family members and the general public (more than one 

partner shall activate the TEC in their respective home bases if approved by VX). The TEC 

shall record the information on the family callers on individual Passenger Information 

Forms. The Reports will be forwarde9 immediately by scan/email or fax to VX's Gusto 

mer Information Center (CIC) at the Crisis Station or at VX's head office. 

8.2.5 VX when permitted by government authority, shall release the Passenger 

Manifest of the applicable Cl Codeshare Passengers to Cl'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. Cl 

shall respond to local general enquiries in accordance with its own procedures for 

handling such enquiries based on information provided by the VX's representative in 

the Center. 

Cl may also activate its standard crisis communications and office 

but not limited to 

9. Crisis Occurring Outside Home Base of Cl 

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PUBLIC VERSION 

9.1 VX shall manage the accident I incident, including, as applicable, launching of a 

Response Aircraft and mobilization of its Go Team. Cl however may be requested to 

assist VX by activating its emergency response plan and if agreed upon by the parties, 

dispatch of a response aircraft and mobilization of its Go Team for a quick response as 

may be necessary due to geographical location of the accident I incident. Cl however 

should turn over the accident I incident response to VX upon the arrival of its response 

team. 

9.2 In the case of handling and processing of public enquiries, VX's Telephone 

Enquiry Center shall be activated to handle and process telephone enquiries from the 

affected family members and the general public. However, if agreed upon, VX may 

request that Cl 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 

Manifest of the applicable Cl Codeshare Passengers to Cl'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. If 

requested by VX, Cl shall respond to local general enquiries in accordance with its 

own procedures for handling such enquiries based on information provided by VX. 

1 0. Deployment of Lias on Representatives 

Cl 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 to VX. 

11. Support From Other Codeshare Partners at the Crisis Stations 

11.1 In the event of a crisis affecting a codeshare partner, the corporate 9risis 

Management Centers of Cl 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 ~quired. 

1.1.2 Cl shall assist VX with transport and travel within its respective network as n 

ecessary, for the affected passengers, crew, and family members as well as the staff 

of VX at the expense of VX. 

12. Media Responses 

12.1 VX shall manage its own media responses, including setting up its own local 

Media Relations Center at the crisis site. 

12.2 Cl which has facilities and equipment at the crisis site for local media manag 

ement shall allow, upon request and if agreed to and if available, VX to make use of s 

uch facilities, if required by VX. 

12.3 VX is solely responsible for the release of all information on the crisis to the 

media. Cl shall obtain the concurrence of VX before making such any statement on th 

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. PUBLIC VERSION 

e crisis to the media 

13. Handover of Duties 

Cl shall hand over the duties and all the relevant documents to VX's representatives in 

a systematic manner unless prohibited by government authority. VX's representatives 

shall acknowledge receipt of.the documents handed over. 

14. Confidentiality of lnformation 

14.1 When a crisis becomes known, both VX and Cl shall impound and secure all 

documents on the affected flight, the affected aircraft and the affected passengers and 

crew immediately. With the exception of the release of relevant information to the 

local authorities in connection with the local authorities' investigations into the causes 

of the crisis, the Cl shall not release any information on the affected aircraft, the 

affected flight, the affected passengers and crew and their families. to any third parties, 

including media agencies and travel agencies. 

14.2 Cl should re-direct all third party enquiries for information on the affected 

flight. the affected aircraft, the affected passengers, crew and their families to vx. 

15. Payments of Actual Crisis Management Costs Jncurred by Cl 

16. Joint Exercises 

The Carriers shall activate their respective Emerg~ R~s to conduct a 

simulated Crisis Management Exercise or meet - .._.. as necessary 

to maintain familiarity with each other's systems and procedures and to fine-tune the 

co-ordination of processes. 

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