### BEFORETHE DEPARTMENT OF TRANSPORTATION WASHINGTON,D.C. ) 

### Applicationof ) ) 

### VIRGINAMERICAINC. ) DOT-OST-2014- ) 

### for a Blanket StatementofAuthorizationunder ) 14 C.F.R. Part 212 (Code-SharingU.S.-Taiwan) )



### APPLICATIONOFVIRGINAMERICAINC.FORA

BLANKETSTATEMENTOFAUTHORIZATION Communicationswithrespectto this document shouldbe sentto: JohnVarley SeniorVicePresident &



### General Counsel VirginAmericaInc. 555 AirportBoulevard, Suite 500 Burlingame, CA 94010 Tel: (650) 762-7108 john.varley@virginamerica.com

August 27,2014 MalcolmL. Benge JonathonH. Foglia Zuckert, Scoutt & 

### Rasenberger, L.L.P. 888 SeventeenthStreet,NW, Suite 700 Washington, D.C. 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 mlbenge@zsrlaw.com jhfoglia@zsrlaw.com Counsel forVirginAmericaInc.



### NOTICE: AnswerstothisApplicationordinarilywouldbeduebySeptember8, 2014. VirginAmericaInc.is requestingexpeditedtreatmentofthisApplication andwill pollthe aircarrierrepresentatives servedwiththisApplication andnotifytheDepartmentofthe results.

### Applicationof BEFORETHE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

VIRGINAMERICAINC. ) ) ) ) ) ) ) 

### DOT-OST-2014- for aBlanketStatementofAuthorizationunder 14 C.F.R. Part212 (Code-SharingU.S.-Taiwan)

APPLICATIONOFVIRGINAMERICAINC. FORA

BLANKET STATEMENT OFAUTHORIZATION 

### VirginAmericaInc. ("VirginAmerica") herebyrespectfullyrequests thatthe Department issue a blanket statement ofauthorization under 14 C.F.R. Part 212, permitting Virgin America to displaythe "CI"designator code ofChinaAirlines, Ltd. ("ChinaAirlines") onflights operated byVirginAmericabetweenanypoints inthe United States, inconjunctionwith ChinaAirlines' authorized foreign air transportation ofpersons, property and mail between apoint orpoints in Taiwan (eithernon-stop orviathird countryintermediatepoints), onthe onehand, and apoint or pointsintheUnited States, onthe otherhand. InsupportofthisApplication, VirginAmericaherebystates as follows: 1. Virgin America and China Airlines recently entered into an agreement to engage incode-share services (the "Code-ShareAgreement"). A copy ofthe Code-Share Agreement is attachedhereto (ExhibitA). 1 

### The carriersplanto initiatetheproposedcode-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 Agreementwillbeprovidedto the Departmentinaccordancewith 14 C.F.R. §302.12.

### Application ofVirginAmerica for aBlanketStatementofAuthorization 

### DocketDOT-OST-2014- August27, 2014; Page 2 requirementunder 14 C.F.R. 212.10(d)(2) thatrequests for statements ofauthorizationbe filed at least45 days inadvance oftheproposeddate ofimplementation. 2. The initialroutes coveredbythe Code-ShareAgreement are setforthinAppendix 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 VirginAmericabetweenany 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 behindTaiwanvia Taiwan and intermediate points to apoint or points inthe United States andbeyond. See Notice ofActionTakeninDocketDOT-OST-1997- 3138 (Sep. 7, 2012). Virgin America is authorized to engage in interstate air transportation of persons, property and mailpursuantto its certificate ofpublic convenience andnecessity, Order 2007-8-17 (Aug. 17, 2007) (confirming oral actions andissuingeffectivecertificate authority). 4. The code-share services described inthis Application are authorizedbyand fully consistent with the Air Transport Agreement between the Taipei Economic and Cultural Office andthe AmericanInstituteinTaiwan.2 

### 5. Issuance ofthe blanket statement ofauthorization sought herein is in the public interest. Indeed, as the Departmentitselfhas longrecognized: 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 

### AIRTRANSPORTAGREEMENTBETWEENTHETAIPEIECONOMIC AND CULTURALOFFICEAND THE

AMERICANINSTITUTE IN

### TAIWAN(signedatWashington, D.C. Mar. 18, 1998), atArt. 

### 8**~7.**

### Application ofVirginAmerica for aBlanketStatementofAuthorization 

### DocketDOT-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 increasedservice opportunities, giventheir 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 intranspacific air servicesmarkets. 7. Virgin America agrees to accept the standard conditions typically applicable to code-share authority such as thatrequestedinthis Application. The carriers intendto conduct all of their code-share operations in compliance with the requirements of 14 C.F.R. Part 257 regardingthe disclosure ofcode-sharingarrangementsto consumers. 8. VirginAmericarequests thattheblanket statementofauthorizationbe grantedfor

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 Agreementceasetobe effective, VirginAmericawillnotifythe Department accordingly. 9. Virgin America requests expedited approval of this Application in order to facilitate the initiationofthe code-share services describedabove at an earlydate.

3 

### See Statement ofUnited States International Air Transportation Policy, 60 Fed. Reg. 21,841,

21,842 (May3, 1995).

### Application ofVirginAmerica for aBlanketStatementofAuthorization 

### DocketDOT-OST-2014- August 27, 2014; Page4 WHEREFORE, based on the foregoing, Virgin America respectfully requests that the Department grant ablanket statement ofauthorizationto VirginAmerica 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 reliefas itconsiders consistentwiththisApplicationandthepublic interest.

August 27, 2014 Respectfullysubmitted,

# M~~~l- JonathonH. Foglia Zuckert, Scoutt & 

### Rasenberger, L.L.P. 888 SeventeenthStreet,NW, Suite 700 Washington, D.C. 20006 Tel: (202) 298-8660 Fax: (202) 342-0683 mlbenge@zsrlaw.com jhfoglia@zsrlaw.com Counsel forVirginAmericaInc.

### AppendixA

DisplayofChinaAirlines' 

### "CI"Designator Codeon VirginAmerica operated flights: Routing: From/To LosAngeles, California(LAX) Dallas LoveField, Texas (DAL) (effectiveno earlierthanOctober 13, 2014) Newark,NewJersey(EWR) FortLauderdale, Florida (FLL) Washington, D.C. (lAD) NewYork,NewYork(JFK) Chicago, Illinois (ORD) Seattle,Washington(SEA) From/To SanFrancisco, California (SFO) Boston,Massachusetts (BOS) Dallas Love Field, Texas (DAL) (effectiveno earlierthanOctober 13, 2014) Newark,NewJersey(EWR) FortLauderdale, Florida (FLL) Washington, D.C. (lAD) NewYork,NewYork(JFK) LasVegas,Nevada(LAS) LosAngeles, California (LAX) Chicago, Illinois (ORD) Seattle,Washington(SEA)

### CERTIFICATE OF SERVICE IherebycertifythatI causeda copyoftheforegoingApplicationfor a code-share blanket statementofauthorizationtobe served,this 27thdayofAugust, 2014,viaemail transmission, onthe followingpersons: george.carneal@hoganlovells.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(Counselfor HawaiianAirlines) kevin.montgomery@polaraircargo.com peter.beckett@polaraircargo.com dan.weiss@united.com gmurphy@crowell.com(Counsel for UnitedAirlines) anita.mosner@hklaw.com (Counselfor UnitedParcel Service) jennifer.nowak@hklaw.com(Counsel for UnitedParcel Service) david.christofano@dot.gov robert.finamore@dot.gov brett.kruger@dot.gov john.s.duncan@faa.gov info@airlineinfo.com

# ~-- BryantTempleton

# ExhibitA Code-ShareAgreement (PublicVersion)Preamble Article 1 Article2 Article 3

----- Article4 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 Article20 Article 21 Article 22 AnnexureA AppendixA Appendix B Appendix C Appendix D 

# IAppendix E PUBLIC VERSION



## CHINAAIRLINES and VIRGIN AMERICA CODESHAREAGREEMENT Table ofContents Description Definitions Codeshare, Seat Inventory

### &Management Charges, Costs, Taxes 

### &**Accounti~JL** Schedule of Flights Reservation 

### &Passenger Handling Procedure Marketing 

### I Product Display Industry DiscountTravel Execution ofFlights, Force Majeure Liability Indemnity Insurance SafetyAudit Security Confidentiality Trade and Corporate Identification Consultation and Settlementof 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 CODESHAREAGREEMENT (the "Agreement") is made by and between 1. China Airlines Limited (hereinafter referred to as "China Airlines" or "CI"), a company duly incorporated according tothe 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 ofthe state ofDelaware. Hereinafter referred to collectively as the "Parties" or "Carriers" within thisAgreement. 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 thisAgreement on the terms and conditions setforth here in:

Article 1. Definititions The definitions inAnnexureAshall apply for purposes ofthisAgreement.

Article2. 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 ofVX on the Codeshare Flights and shall manage seat inventory and related processes as outlined inAppendix C.1.5. 2.4 Cl will independently and at its sole discretion establish and determine the tariffs and fares fortickets sold under its designatorCode 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 ofCodeshare Passengers, provided thatVX shall operate Codeshare Flights in accordance with its Conditions of Carriage, policies and procedures andApplicable 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 ofCodeshare 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 ofthe refusal of entry of any passengers at a destination point shall be borne by the Carrierthat failed to confirm the passenger documentation at point ofdeparture. 3.5 The Parties agree to comply with collection and payment oftaxes 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 atravel 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 fortraffic carried pursuant to this Agreement. 3.9 VX will retain all Codeshare Flight coupons and bill Cl orthe 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 afterthe 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. 3PUBLIC VERSION

Article 4. Schedule ofFlights 4.1 The schedule ofCodeshare Flights may be modified, canceled orsuspended 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 ofany of the Codeshare Flights in accordancewith 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 ofFlights, Force Majeure).

Article 5. Reservation and Passenger Handling Procedure 5.1 VX shall advise passengers through on-board announcements that the Codeshare Flights are operated as Codeshare Flights ofCl. 5.2 Each Party will comply with the reservation and passenger handling procedures set out inAppendix C, as amended bythe Partiesfrom time to time. 5.3 Each Party will comply with the station procedures set out in Appendix B, as amended by the Parties from timeto 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 ofthe cancellation or delayfor its own passengers. 5.6 In the case of cancellation ora 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 ofthe cause ofthe delay or cancellation. In case the cancellation or a delay requires the rerouting ofa Codeshare Passenger, all necessarycoupons will be endorsed to VX, and VXshall be responsible for all expenses incurred in connection with transportation of passengers and baggage to the final destination, and ifapplicable, any denied boarding compensation due to the 4PUBLIC 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 Codeshare Passengers equalto thetreatment it provides to its own passengers traveling in the same class ofservice asthe Codeshare Passengers.

Article 6. Marketing I ProductDisplay 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 atthe earliest reasonable opportunityand, 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 byApplicable Law. Cl 

### will ensure, unless the Parties agree otherwise, simultaneous display in distribution media, Including GDSs, ofall Codeshare Flights and their respective schedules. 

### 6.3 Any costs incurred forthe publication ofCodeshare Flights or connections to and from such flights in the Airline Guides, GDSs and Reservation Systems shall be borne bythe Partywhodisplays its Code on such published flights.

Article

### 7. Industry DiscountTravel Industryand employee discounttravel is outsidethe 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. It shall remain underVX'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, 5PUBLIC 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 worktogether to mitigatethe effect upon each otherofsuch circumstance. 8.3 The flight crew provided by VX shall have sole responsibility for pilotage, flight plan clearance, in-flight navigation ofthe aircraft and for ensuring that the aircraft is operated in accordance with its certification, and the pilot in command maytake such action asthey deem necessary in all ofthe circumstances relevant to each flight. 8.4 VXshall also have responsibility for provision and preparation offlight 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 oftheflight as may be reasonably relevantto Cl. 8.6 IfVX subcontracts any of its obligations underthis Agreementto a third party (otherthan awholly-owned subsidiary} 

### it must provide Cl with- written notice to enable Cl to remove its Codefrom the affected Codeshare Flights ifitchooses 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 ofVX shall apply. However, each Party 

### will comply with the emergency response procedures set out inAppendix E, as amended by the Parties from timeto 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 ofCarriage and related notices) which shall conform to all Applicable Laws, rules and regulations. Each Party shall assume the entire responsibility for the issuance ofits own traffic documents, and shall indemnifythe other party, its directors, officers, agents, servants and employees against all claims, demands, costs, expenses and liability arising out ofany incorrectness orerrors 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, 6PUBLIC VERSION

servants and employees, by reason ofdeath or injuryto 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 ofdeath or injuryto 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 ofor 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 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 ofCl, 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 ofall 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 ofwhich that Cl is indemnified by VX pursuant to Article 9.2, in accordance with Cl's Conditions ofCarriage. Cl shall promptly notify VX ofall claims or notices received by it and cooperate with and against VX as requested in the preparation for the defense ofall 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 7PUBLIC 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 ofthe 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 thatwould have been incurred to such passengers ifthey 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 ofdeath ofor injury to Codeshare Passengers (under the circumstances described in Article 

### 9.2 above), traveling under the Conditions of Carriage ofCl, at least up tothe limit ofClliability, even ifsuch Conditions ofCarriage differfrom those ofVX.

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: 10.1.1 Name 

### Cl, its agents, officers, directors, servants and employees as additional insureds; 

### 10.1.2 Contain a severability ofinterestclause; 10.1.3 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 exceptthat in the case ofwar and allied perils such period of noticeshall be 

# IIIII• - or such lesser period as may be available in accordance with policy condition; 

### 10.1.4 Be primary and without 

### any right ofcontribution from any insurance effected by Cl; 10.1.5 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 8PUBLIC VERSION



### Additional Insureds (in theAdditional 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 ofsubrogation 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 pursuanttoArticle 9 hereof. 10.3 Priorto the commencement ofthe operations to be conducted hereunder, VX shall furnish to Cl a certificate of insurance evidencing the foregoing insurance coverage required underArticle 10.1 and 10.2 above.

Article 11. SafetyAudit 

### 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) ofVX. 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 ofVX'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 ofthe Codeshare 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 ofany 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 ofthe VX to Cl. When additional security measures are introduced by VX to counter the HeightenedThreat, the additional measures proposed shall be informed to Cl. 9PUBLIC 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 thereofto anythird party other than to the respective directors, officers, employees or agents, or advisors, or the directors, officers, employees, or agents, or advisors ofthe 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 orthird 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 pursuantto thisAgreement; 13.2.1 Cl and VX hereby acknowledge that the Confidential Information ofthe other Party hereto is avaluable, 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 anythird party or remove any ofsuch Confidential Information from the offices or premises ofsuch 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 thereofto 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.

10PUBLIC 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 ofthe other Party's logos, trade marks ortrade names except in accordance 

### with the other Party's priorapproval and direction

### which shall not be unreasonablywithheld ordelayed. 14.3 Each Party agreesthat 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 ofthis 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 alltimes the applicable Party's exclusive property.



### Article 15. Consultation and Settlementof 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 any court proceedings relating to the dispute unless it has compliedwithArticle 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), atthe request ofeither Party, shall be referred for resolution to a group comprising ofat leastone senior official from each Party ("the Committee"). The Committee shall in good faith endeavor to settle mutually and in a timely manner and within- anydispute or claim 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 a court ofcompetentjurisdiction.



### 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 applicableto contracts made andto be performed therein. The Parties agree to submit tothe non-exclusivejurisdiction ofthe courts ofthe State ofCalifornia. 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 ofany such review. If, as a result ofsuch review, this Agreement is disapproved, or approved and later withdrawn, in any respect 

### by any 11PUBLIC 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~** ofeither Party priorto the termination ofthisAgreement. Article 17. Appendices,Annexes. Attachments andAmendments 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 ifone or more of any necessary rights, licenses, permits and approvals necessary forthe performance ofthe flights specified in Appendix A are at any timewithdrawn or revoked. 18.2.3 Either, in addition to and without prejudice to any other rights or remedies it may have, may terminatethis 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 ofreconstruction or amalgamation) or ifany 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 arrangementwith its creditors orshallfor any reason become insolvent, cease orthreaten 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 oragreement 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 ofcontrol ofthe 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 12PUBLIC VERSION

the power, whether or not having statutory, legal or equitable rights, directly or indirectly to control the membership ofthe board of directors ofthe 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 ofsecurities shall not consistute a change ofcontrol for 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 concurrentlywith orsubsequent to the execution ofthis 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.

Article21. 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 underthisAgreement addressed as follows:

13PUBLIC VERSION

ChinaAirlines Attention Corporate Development Office VirginAmerica Legal Department Address 5F, No. 1 Hangzhan S. Road Dayuan Township Taoyuan County 

### 33758 Taiwan 

### R.O.C. 

### 555Airport Blvd Suite

### 500 Burlingame 

### CA, 94010

or at such other address as the respective Parties hereto may hereafterspecify 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 ofthe Articles ofthis Agreement arefor convenience only and are not part of this Agreement. Accordingly, they shall not affect the interpretation 

### of any ofthe provisions hereof. 

### 22.2 The Appendices to this Agreement, as duly amended from timeto time, form part ofthisAgreement. 

### 22.3 Neither Party hereto may assign this Agreement nor any rights, duties, or interest hereunder in whole or in partto anythird partywithout the priorwritten consent ofthe other Party. 

### 22.4 The waiver by either Party of any breach ofanyterm. covenant, orcondition 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.

SIGNEDforand on behalf of ChinaAirlines, Limited



### Name: James u Title: SeniorVice President SIGNED for and on behalfof VirginAmerica

Title: SVP Planning & Sales Date:

# [\\1\~stl'>, '-o\lt 14

### PUBLIC VERSION



### ANNEXURE A

DEFINITIONS "ACH" meansAirlines Clearing House. "Applicable Law" means all applicable Jaws of any jurisdiction including securities Jaws, tax laws, tariffand trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions ofany CompetentAuthority and the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits ofany CompetentAuthority. "Code" means the two (2) characters assigned to a carrier by lATAfor the purpose of exchanging interline carrier messages in accordance withAIRIMPS procedures. "Codeshare Flight" means a flight on which both parties have placed their respective Codes, on the routes listed inAppendixA. "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 inArticle 15.2. "CompetentAuthorities" 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 or public or statutory person (whether autonomous or not) having jurisdiction over this Agreement oreitherparty. "Conditions of Carriage" means those conditions of contract tariffs and rules of carriage ofa partythat govern the transport ofpassengers travelling on tickets showing such party's Code in the carrier code box oftheflight 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 ofthis 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 ofdisclosure by a party in violation ofthis

15

### PUBLIC VERSION

Agreement; or (iv) information that has been or is independently acquired or developed bya party, oritsAffiliate, withoutviolating any ofits obligations underthisAgreement. "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 abilityto make reservations and issuetickets and airwaybills. "GST" means any goods and services tax, value added tax or sales tax imposed on the sale orsupply ofgoods, 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 InternationalAirTransportAssociation. "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 ofthe GDS for a Codeshare Flight but which is notVX. "Marketing Flight(s)" means a Codeshare Flight when displayed, sold, or referred to as a flight of Cl rather than a flight ofVX, such as when using Cl's name, Designator Code and/orflight number. "Operating Carrier" means VX, the party having operational control ofan aircraft used for agiven Codeshare Flight. "Reservations System" means the internal computerized airline passenger or cargo reservations system used bythe personnel ofan 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 issuetickets or airwaybills. "Security Program" means means a Transport Security Program (TSP) approved by the Transport SecurityAdministration. "Special Prorate Agreement" means the agreement, as amended from from time to time, between the Parties relating to the proration ofinterline and codeshare revenue. "Ticketing Carrier" means a Carrier or carrier whose traffic documents are used to issue aticket. "Ticket Taxes" means any transactional taxes or passenger facility charges that are separately identified on the ticket, including, without limitation, sales taxes, use taxes, 16PUBLIC 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) orwhich are levied upon passengers by operation ofApplicable Law, industry standard or the air carrier's policy.

17

### PUBLIC VERSION



### APPENDIXA CODESHARE SCHEDULE PLANNING



### 1. Codeshare Flights 

### 1.1 Subjectto all necessary regulatory approvals, Cl is entitled to display its two letter designator Code on the following routes operated by VX as mutually agreed bythe Parties: Los Angeles (LAX) to/from: Dallas Love Field (DAL) (effective 

### 13 October2014) Chicago_ (ORO) Newark (EWR) NewYork (JFK) Washington, D.C. (lAD) Ft. Lauderdale (FLL) Seattle (SEA) San Francisco (SFO) to/from: Boston (BOS) Dallas Love Field (DAL) (effective 

### 13 October2014) Chicago (ORO) Newark (EWR) NewYork (JFK) Washingon, D.C. (lAD) Ft. Lauderdale 

### (FLL) Seattle (SEA) Las Vegas (LAS) LosAngeles (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 offlight schedule information between both Parties to allow efficient loading ofthe 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).

18PUBLIC VERSION

3. Affiliate Carriers 

### Thefollowing affiliate carriers ofVX and Cl shall be included in thisAgreement: VXAffiliates: ClAffiliates: None None

191. 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 numberwill 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 BaggageAcceptance In the acceptance ofcodeshare baggage, and forthe 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 compliantwith 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 ofthe first marketing carrier listed on the Codeshare Passenger's ticket. 2.2.4 Each Party reserves the rightto waive excess baggage limitations and fees so long as it remains compliantwith all U.S. DOT regulations. 2.2.5 The Parties agree to file, maintain and keep currentwith ATPCO all relevant baggage information, including free checked baggage allowances, excess checked baggage limitations and all applicable fees in a mannerthat permits this information to be accessible to each other by using theATPCO Baggage Calculator.

20PUBLIC VERSION



### 3. StaffTravel Industry and employee discount/non-revenue travel on the Codeshare services is outside the scope ofthis Agreement and therefore shall 

### be solely administered by VX and only booked using VX's designatorcode. 

### 4. Counterand 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 offlight delays, cancellations or otherflight irregularities, 

### VX shall provide prompt adviceto thefollowing addresses: Cl: TPEJC SYSTEM OPERATION CONTROL(SOC) VX: Guest Services OCC 5.2 Major Incident/Accident 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 underthe Agreementfor delays, cancellations and otherflight irregularities involving the Codeshare Flights, VX shall absorb the costs of overnight expenses, meals, or other incidental expenses of Codeshare Passengers. For the avoidance ofdoubt, VX is not responsible for such costs when the operational delay or missed connection is caused by CPs oranother inbound carrier's delayed operation. 5.5 Involuntary Rerouting

21PUBLIC VERSION

Codeshare Passengers are to be rebooked primarilyto another Cl orVXflight and then as VX sees fit, in accordancewith 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 ofCarriage.

22

### 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 ofbooking. 1.2 VX shall grant Cl access to space on a free sale basis in all classes in accordance to the Special ProrateAgreement, 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 oftickets 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, wheneverVX receives a Codeshare sale but the flight/class is closed, VXwill automatically send anAVS message to Cl. The sales quota persegment sell transaction shall be set as follows Virgin America Operating

- n/a 5. Data Transfer

23PUBLIC VERSION

Cl will sell seats an Codeshare Flights based on availability displays controlled byAVS messagesforwarded byVX. Cl inventory control will automatically transferthe reservation records for a Codeshare 

### Flightto 

### VX at

### the following 

### SIT A addresses: 

## vx Cl

6. Group Bookings Group bookings are addressed in theVX/CI 

### GBR.

7. Duplicate Booking Control Duplicate bookings are addressed in theVX/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 appropriateticketing time limits for use on the Codeshare Flights. 

### 10. Name Change Policy VXwill permit name changes in_accordance with Cl's rules. 

### 11. Termination In case oftermination ofthis Agreement, bookings confirmed prior**t~** the date ofnotice oftermination shall be respected and honored bythe Parties.

24PUBLIC VERSION



### APPENDIX D REVENUEACCOUNTING PROCEDURES 

### 1. Accounting Procedures 1.1 The accounting offlight coupons shall be in accordance with th,e rules ofthe 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, orthe 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 endorsementfrom 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 otherelements in the SPA/CodeshareAgreement. 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 byVX regardless collected or noton 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 Wherethe TicketTaxes are ultimatelythe responsibility ofand are payable to the relevant authority byVX, but are in relation totickets issued by Cl, then VXshall bill Cl accordingly. 1.7 TCN/ISR data will be sentvia ATPCO for all tickets issued by Cl. 

### 2. Flight Interruption Manifest Virgin America does not currently accept or issue FIMs.

25PUBLIC VERSION



### APPENDIX E EMERGENCY

### I CRISIS MANAGEMENT PROCEDURES 1. Emergency

### ICrisis 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 Americato ChinaAirlines : Operations Control Center: ChinaAirlines Email: Telephone: ---NOT FOR PUBLIC DISCLOSURE--- China Airlines

### toVirgin America: Operations Control Center: VirginAmerica Email: Telephone: ---NOT FOR PUBLIC DISCLOSURE--- 2. AppendixAdministration The departments responsible

### for the administration ofthisAppendix are: AdministrativeContact(s) for Emergency Procedures Phone/E·Mail Administrative Contact(s)for Emergency Procedures Phone/E-Mail ChinaAirlines

### -----+ VirginAmerica r----1

26PUBLIC 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 passengerorcargo flight anywhere in theworld. 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 benefitfromthis 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 executethe 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, 

### ifassistance 

### is formally requested and specific services agreed upon byVX forthe duration ofthe 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 forthe 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 ofthe emergency response.

27PUBLIC 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 siteto managethe crisis. 4.3 In the eventofany accident ofserious incidentinvolving Codeshareflights, V 

### Xwill: a) permit one or mer Information

b) provide the representatives specified below with all appropriate informatio 

### ncollected byVX's call center in relation to Cl's passengers. c) provide Cl with copies ofall 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 ofVX aboard the incident aircraft. e) provide Cl with all appropriate information in relation to the investigation of the accident as permitted bythe government authority ofVX.



### 5. GeographicalAreas ofResponsibilities 5.1 VX is responsible for managing a crisis affecting any one of its flights anywhere in theworld from thetime ofits occurrence until it is resolved. 

### 5.2 However, in the event that a crisis were to occur in respect ofa Codeshare Flight in a location within Cl's home base orflight 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. Ifthe 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 ofCrisisto Cl 6.1 VXshall email ortelephonethe details ofthe crisis to Cl ofa c risis becoming known. 

### 6.2 VX must provide the following information to Cl's Operational Control Center Duty Manager: 28PUBLIC 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 ofAssistance



### 8. Cl's Emergency Responses to a VX Crisis in the Home Base or Its Flight 

### Information Region 8.1 Upon the request ofVX, and ifagreed upon bythe Parties, Cl will

# 1activate its corporate Crisis Management Centerto coordinate the management.of

### t he emergency responses with VX. Such agreementwill address Cl's use ofits 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 agreementwill also specify ifCl may contract a specialistorganization to deploy specialists, in addition orinstead of, Cl's own staff.

29PUBLIC VERSION



### 8.2 PassengerAircraftCrisis 8.2.1 If requested by VX, and agreed upon by the parties, then Cl, in conjunction with its station nearestto the crisis site, shall al AssistanceTeam" at the Crisis Statio

Ifrequested 

### byVX and agreed upon bythe parties, Cl will nottake 

### any salvage and removal action on behalfofVX. 8.2.3 If**~and** 

### agreed upon by the parties Cl shall arrange transport**to~** 

### to the crisis station/site by thefastest 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 enquiriesfrom the affected family members and the general public (more than one partnershall activatetheTEC in their respective home bases ifapproved byVX). TheTEC shall record the information on thefamily 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) atthe Crisis Station or atVX'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 ofCl

30

---------------------------------------PUBLIC VERSION

9.1 VX shall managetheaccident

### I incident, including, as applicable, launching ofa 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 bythe parties, dispatch ofa 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 proceduresfor handling such enquiries based on information provided byVX. 

### 10. DeploymentofLias

### 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 directionsto VX. 

### 11. SupportFrom Other

### Codeshare Partners atthe 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 assistVXwith transport and travel within its respective network as n ecessary, for the affected passengers, crew, and family members as well as the staff ofVX atthe expense ofVX. 12. Media Responses 

### 12.1 VX shall manage its own media responses, including setting up its own local Media Relations Center atthe crisis site. 

### 12.2 Cl which has facilities and equipment atthe crisis site for local media manag ement shall allow, upon request and ifagreed to and ifavailable, VXto make use ofs uch facilities, if required byVX. 12.3 VX is solely responsible forthe release ofall information on the crisis to the media. Cl shall obtain the concurrence ofVXbefore making such any statement on th 31. PUBLIC VERSION

e crisis to the media 

### 13. Handoverof 

### Duties Cl shall hand overthe 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 oflnformation 

### 14.1 When 

### a crisis becomes known, both VX and Cl shall impound and secure all documents on the affectedflight, 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 theirfamilies.to anythird 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 theirfamilies to

## vx. 15. Payments of

### Actual Crisis 

### Management Costs 

### Jncurred byCl

16. JointExercises 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 ofprocesses.

32