BEFORETHE U.S. DEPARTMENT OFTRANSPORTATION WASHINGTON, DC

Application of VIRGINAMERICAINC. ) ) ) ) DocketNo. DOT-OST- 2012-
__ ) ) ) for a statementofauthorization under 14 C.P.R. Part212 (U.S.-Singapore) )



# ___________________ )

APPLICATION OFVIRGINAMERICAINC. FORA STATEMENTOFAUTHORIZATION
Communicationswithrespecttothis document shouldbe sentto:

JohnVarley SeniorVice President &

General Counsel VirginAmericaInc. 555AirportBoulevard, Suite 500 Burlingame, CA 94010 (650) 762-7108 (650) 762-7001 (fax) john.varley@virginamerica.com

November21,2012 JohnE. Gillick JonathonH. Foglia Zuckert, Scoutt & RasenbergerL.L.P. 888 Seventeenth Street,N.W., Suite 700 Washington, DC 20006 Tel: (202) 973-7939 Fax: (202) 342-0683 iegillick@zsrlaw.com jhfoglia@zsrlaw.com Counsel for VirginAmericaInc.

NOTICE: AnswerstothisApplication ordinarilywouldbe due on orbeforeDecember3, 2012. VirginAmericaInc.is requestingexpeditedtreatmentofthisApplication andwill pollthe aircarrierrepresentatives servedwiththisApplication andnotifytheDepartment oftheresults.

### BEFORETHE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, DC

Application of VIRGINAMERICAINC. for a statementofauthorization under 14 C.F.R. Part212 (U.S.-Singapore) 

### ) ) ) ) DocketNo. DOT-OST- 2012-
__ 

### ) ) ) )



# ____________________________) APPLICATIONOFVIRGINAMERICAINC. FORA STATEMENTOFAUTHORIZATION Virgin America Inc. ("Virgin America") hereby applies for a blanket statement of authorization under 14 C.F.R. Part 212 in orderto engage in codeshare services with Singapore Airlines Limited("SingaporeAirlines"), as morefullydescribedherein. Insupport ofthis Application, VirginAmericarespectfullystates as follows: 1. On November 16, 2012, Virgin America and Singapore Airlines entered into an agreement to engage in codeshare services (the "Codeshare Agreement"). A copy of the Codeshare Agreement is attached hereto (Exhibit A). 1 

### Virgin America and Singapore Airlines planto initiatetheproposedcodeshare services onoraboutDecember 11, 2012. 2. Virgin America requests a statement of authorization to display Singapore Airlines' "SQ" designator code onflights operatedbyVirginAmericabetween anypoints inthe United States, in conjunction with foreign air transportation ofpersons, property and mail held

1 As is customary for requests ofthis nature, commercially sensitive information has been redacted from the

attached Codeshare Agreement. A copyofthe unredactedversionofthe Codeshare Agreement is beingprovided to the Departmentinaccordance with 14 C.F.R. § 302.12.

### out by Singapore Airlines between a point or points in Singapore (either non-stop or via third countryintermediate points), onthe one hand, and a point orpoints in the United States, on the otherhand. The initial routes coveredbythe Codeshare Agreement are set forth inAppendix A to thisApplication. 3. Virgin America and Singapore Airlines hold all authority necessary to conduct these operations. Virgin America is authorized to engage in interstate air transportation of persons, property and mail pursuant to its certificate ofpublic convenience and necessity. See 

### Order2007-8-17 (confirming oral actions andissuingeffective certificate). Similarly, Singapore Airlines holds a foreign air carrier permit to engage in scheduled foreign air transportation of persons, property, and mail from points behind Singapore via Singapore and intermediatepoints to apointorpointsinthe United States andbeyond. See 

### Order97-12-26 (Dec. 24, 1997). 4. The requested codeshare authorization is fully consistent with the current OpenSkies Agreement between the United States and Singapore2 

### as well as the Multilateral Agreement onthe Liberalization ofAirTransport,3 

### to whichthe United States and Singapore are both signatories, and 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 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, giventheircompetitive advantages.4

2 See Air Transport Agreement betweenthe Government ofthe United States ofAmerica and the Government of

theRepublic ofSingapore (Apr. 8, 1997) ("Open-SkiesAgreement"), Article 8, para. 7 andAnnex 1. 3Id. atArticle 8, para. 2. 4See StatementofUnitedStatesInternational AirTransportationPolicy, 60Fed. Reg. 21841 (May3, 1995).

2

### 5. Virgin America agrees to accept the standard conditions typically applicable to codeshare authority such as that requested in this Application. Virgin America and Singapore Airlines will conduct all oftheir codeshare operations in compliance with 14 C.F.R. Part 257. Virgin Americarespectfullyrequests that the Department waive its requirement under 14 C.F.R. 212.10(d)(2) that statements ofauthorizationbe filed at least45 days inadvance ofthe proposed date ofimplementation. 6. VirginAmericarequests thatthe blanket statementofauthorizationbegrantedfor
an indefiniteperiod, so long as the Codeshare Agreement continues in effect, consistentwiththe Department'spracticeinprevious code shareproceedings. 7. Should the Codeshare Agreement cease to be effective, Virgin America will notifythe Department accordingly. 8. Virgin America requests expedited approval of this Application 1n order to facilitate the initiationofthe codeshare services describedabove at anearlydate.

3WHEREFORE, basedonthe foregoing, VirginAmericarespectfullyrequests a statement ofauthorization to fully implement the code share arrangements provided for in the Codeshare Agreement. Virgin America further requests that the Department grant such other relief as it considers consistentwiththis Applicationandthepublicinterest.

November21,2012 Respectfullysubmitted, 

# lKP
Jo E. Gtlhck JonathonH. Foglia Zuckert, Scoutt & RasenbergerL.L.P. 888 SeventeenthStreet,NW, Suite 700 Washington, DC 20006 Tel: (202) 973-7939 Fax: (202) 342-0683 jegillick@zsrlaw.com jhfoglia@zsrlaw.com Counsel for VirginAmericaInc.

4

### AppendixA DisplayofSingaporeAirlines' "SQ" Designator Code on VirginAmerica Operated Flights Routing: FrornJTo Los Angeles, California (LAX) Boston,Massachusetts (BOS) Chicago, Illinois (ORD) Ft. Lauderdale, Florida (FLL) Philadelphia, Pennsylvania(PHL) Portland, Oregon(PDX) SanFrancisco, California (SFO) Seattle,Washington(SEA) Washington, D.C. (lAD) FrornJTo SanFrancisco, California(SFO) Boston,Massachusetts (BOS) Chicago, Illinois (ORD) Ft. Lauderdale, Florida(FLL) Las Vegas, Nevada(LAS) Palm Springs, California (PSP) Philadelphia, Pennsylvania(PHL) SanDiego, California(SAN) Seattle,Washington(SEA) Washington, D.C. (lAD)**r~**

I

ICERTIFICATE OF SERVICE IherebycertifythatIcauseda copyofthe foregoing Application ofVirginAmericaInc. for a statementofauthorizationtobe served,this 21stdayofNovember, 2012, viaemail transmission, onthe followingpersons: robert.wirick@aa.com rpomrner@atlasair.com sascha.vanderbellen@delta.corn sametta.c.bamett@delta.corn torn.lydon@evergreenaviation.corn charters@evergreenairlines.com anbird@fedex.corn gbleopard@fedex.corn kevin.montgornery@polaraircargo.corn peter.beckett@polaraircargo.com jonathan.linde@united.com steve.morrissey@united.corn dan.weiss@united.com lhalloway@crowell.corn (Counsel for UnitedAirLines) gmurphy@crowell.com(Counsel for UnitedAirLines) anita.mosner@hklaw.com (Counsel for UnitedParcel Service) jennifer.nowak@hklaw.com(Counsel for UnitedParcel Service) howard kass@usairways.corn benjarnin.slocurn@usairways.com rnlbenge@zsrlaw.com (Counsel forWorldAirways/NorthAmericanAirlines) john.allen@faa.gov urskr@state.gov susan.kurland@dot.gov esta.rosenberg@dot.gov brett.kruger@dot.gov todd.hornan@dot.gov peter.irvine@dot.gov john.allen@faa.gov info@airlineinfo.corn

# ~~ BryantTempleton

# EXHIBITAPUBLIC VERSION



# CODESHAREAGREEMENT (Passenger)

between



### SINGAPORE AIRLINES LIMITED

and 

### VIRGIN AMERICAArticle

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. PUBLIC VERSION

List ofContents
Contents
Definitions Codeshare Agreement General Principles Aircraft and Operational Requirements Sales and Marketing Intellectual Property Reservations Procedures Handling Procedures In-Flight Services and Flight Crew Intentionally Left Blank Liability &Indemnity Insurance Family Assistance Accounting General Conditions Termination Confidentiality
AppendixA Frequency and Schedule Planning Appendix 8 Station Procedures Appendix C Reservations Procedures I Schedule Filing Appendix D Revenue Accounting Appendix E lnflight Service I Special Service Requirements (SSR) Appendix F Emergency I Crisis Management Procedures Appendix G Security Requirements

SQNX CodeshareAgreement Page No.
3 4 5 6 7 8 8 8 8 9 9 10 12 12 13 15 16

Page 2PUBLIC VERSION
CODESHAREAGREEMENT
This Codeshare Agreement ("Agreement") is made with effect from 11 December 2012. BETWEEN Singapore Airlines Limited, a company incorporated in the Republic of Singapore and having its registered office at 25 Airline Road, Airline House, , Singapore 819829, Republic of Singapore, Singapore company registration number 197200078R (hereinafter referred to as "SIA", or"SQ"); and Virgin America, whose registered office is at 555 Airport Blvd, Suite 500, Burlingame, CA, 94010, USA (hereinafter referred to as "Virgin America" or "VX"); and individually and collectively referred to as "Party" and "Parties" respectively. WHEREAS SQ and VX have agreed to operate scheduled passenger services with effect from the Commencement Date in accordance with Appendix A hereto subject to the following terms and conditions; and WHEREAS a fundamental feature of such joint air service is that· it should be operated in accordance with sound airline practices. Now therefore in consideration ofthe covenants and sums referred to herein IT IS HEREBY agreed by the Parties hereto as follows:
1. Definitions 1.1 In this Agreement unless the context otherwise requires: "Commencement Date" means 11 December2012. "Future Codeshare" means any codeshare arrangements that may be mutually agreed between the Parties at a later date, which for the avoidance of doubt are hereby deemed to be incorporated by reference into this Agreement; "Initial Codeshare" means the schedules and frequencies contained in AppendixA hereto;

SQNXCodeshareAgreement Page 3PUBLIC VERSION "Marketing Party" means the Party who does not operate the Service with its own or leased aircraft, but places its designator code on flights operated by the Operating Party in orderto offer seats on the Services; "Operating Party" means the Party operating.the Service, with its own or leased aircraft; "Route" means each of the routes referred to in Appendix A hereto and any other applicable route on any Future Codeshare; "Seats" means a seat of any class on each sector of the Service and includes all product elements offered by the Operating Party to any person or entity relating to that seat, including but not limited to passenger services such as those referred to in Appendix B; "Service" means any codeshare flight operated pursuant to this Agreement from the Commencement Date or in the future on any of the Routes. · 1.2 References in this Agreement to clauses or appendices are to clauses of or appendices to this Agreement. 1.3 References to the singular include references to the plural and vice versa. 1.4 The Appendices A-G annexed to this Agreement shall be deemed to form an integral part of this Agreement. In the event of conflict between the provisions of this Agreement and the Appendices, the provisions of this Agreement will prevail.
2. CodeshareAgreement 2.1 Each Party will make available seats to the other Party on Services over the Routes on a freesale basis at the cost specified within the prevailing Special Prorate Agreement ("SPA") between the Parties, or where applicable in accordance with the rules specified in the lATA Multilateral Prorate Agreement ("MPA"): (a) at the Commencement Date, as defined in Appendix A; and (b) ifany Future Codeshare commences. 2.2 Paymentfor seats shall be made in accordance with clause 14. 2.3 Services on which the Initial Codeshare will apply will be operated to the schedule attached as Appendix A hereto, as amended from time to time.
SQNX CodeshareAgreement Page4PUBLIC VERSION

2.4 Each party agrees that it shall determine its fares for seats on its flights independent ofthe other party.
3. General Principles 3.1 The Services shall be operated with the greatest possible regularity and efficiency on a best effort basis. 3.2 The Services shall be identified by each Party's own flight designators and flight numbers in both directions. Each Party will use its own flight designators and flight numbers in all relevant publications including but not limited to the computerised reservation system (CRS), publications and addresses to the public. The ticketing party's designator shall be shown in the carrier box of the flight coupon. 3.3 The primary designation on the Services shall be that of the Operating Partywith the Marketing Party designated as a codeshare partner. 3.4 The Parties shall ensure that in all such publications there is an indication that the flights are operated by the Operating Party subject to applicable government regulations. 3.5 All applicable government rules and regulations and international conventions shall be strictly observed by both Parties. 3.6 The Operating Party shall be responsible for all costs, charges, losses, expenses and liabilities whatsoever associated with each of the Routes and the Services and will assume the entire commercial and financial risk of the operation ofeach ofthe Routes and Services. Forthe avoidance ofdoubt, in the event that the Services sustain a loss at any time during the period of the Agreement then such losses shall be borne by the Operating Party. 3.7 Engineering and operational support, together with substitute aircraft, as required, ofsimilar specification shall be the responsibility ofthe Operating Party at the Operating Party's expense unless otherwise mutually agreed by the Parties in writing. 3.8 The Operating Party shall provide to the Marketing Party an allocation of baggage allowances on each sector ofthe Services in accordance with Appendix B. 3.9 The Conditions of Carriage ofthe Marketing Carrier and Claims Handling Procedures of the Operating Party shall apply to the Services. The Operating Party shall be responsible for and bear the costs ofthe handling of passengers, SQNX CodeshareAgreement Page 5PUBLIC VERSION baggage and cargo claims on the Services operated by it consistent, with the Conditions of Carriage ofthe Marketing Carrier and Claims Handling Procedures of the Operating Carrier, the relevant lATA resolutions on interline baggage handling and in any event in accordance with Appendix B hereto. 3.10 Tickets issued with either Party's flight numbers for the Codeshare Flights will be accepted by the other Party for carriage pursuant to the SPA or where applicable, the MPA. Use of E-ticket shall be permitted and regulated pursuant to the Interline Agreement between the Parties. 3.11 In the event this Agreement is silent with respect to which Party's rules or policies are applicable and in the absence of any other agreement, law, rule or regulation the rules and procedures of the Operating Party shall apply to the extent consistent with the terms ofthis Agreement.
4. Aircraftand Operational Requirements 4.1 The aircraft to be used for the Services shall be supplied by the Operating Party at its expense in an airworthy and operable condition duly manned and equipped for the operation of the Services. The Operating Party may not subcontract any ofthe Services without the priorwritten consent ofthe Marketing Party whose consent shall not be unreasonably withheld, conditioned or delayed. For avoidance of doubt the responsibility and liability of the Operating Party under this Agreement shall not be reduced or eliminated in any manner by subcontracting. 4.2 The Operating Party has the right to substitute aircraft or delay or cancel a Service due to unserviceability of an aircraft or where otherwise operationally necessary for the proper running ofthe Services and no alternative is available. Substitute aircraft shall conform to clause 4.1. When operationally possible the Marketing Party shall be informed in advance of substitution but in any event as soon as possible aftersuch substitution. 4.3 In case ofan_y flight irregularity as defined in Appendix B hereto (including but not limited to that referred to in Clause 4.2 hereto) on any part ofany Service the Operating Party shall be responsible for all expenses incurred in connection with transportation of passengers and baggage to the passengers' final destination irrespective of the cause of the irregularity, interruption or cancellation. Equal treatment shall be extended by the Operating Party to its own and the Marketing Party's passengers in these and all other circumstances. 4.4 In the event ofa diversion ofany ofthe Services, the Operating Party shall assume all liabilities, costs and responsibilities forthe completion ofthe Service. 4.5 Unless otherwise mutually agreed in writing ·by the Parties, the inflight
SQNXCodeshareAgreement Page6PUBLIC VERSION security regulations and inflight emergency and accident procedures shall be implemented in accordance with the regulations laid down by the regulatory authority or authorities of the Operating Party and Appendices F and G hereto. The Operating Party shall provide its flight attendants on the Services with all necessary details of and training relevant to such security and emergency procedures. [unilateral] 4.6 Both Parties shall be entitled to participate fully (including having personnel at emergency or incident centres ofthe other Party) in the event ofany incidentthat affects the Services.
5. Sales and Marketing 5.1 The Services will be marketed jointly by the Parties in accordance with Appendix A. 5.2 Each Party may maintain, and will be individually responsible for the expense ofits own sales and marketing offices wherever situated. 5.3 Non revenue or reduced revenue travel on the Services shall be administered by the Operating Party and only booked using the Operating Party's designator code. Any non revenue or reduced revenue travel should be mutually agreed bythe Parties. 5.4 VX and SQ will use reasonable efforts to have the Services included in all public listings and industry schedules, including but not limited to: (i) the Official Airline Guide ("OAG") and similar passenger schedule information services, and (ii) CRSs and Reservation Systems. Each Service shall be identified in such guides, CRS and reservation systems by both the VX and SQ codes. Each Party shall bear its own costs for the publication ofthe Services or connections for the Services in any paper orelectronic publication.

SQNXCodeshareAgreement Page?PUBLIC VERSION

6. Intellectual Property 6.1 This Agreement is not, and shall not be construed to be, a licence for either Party to, and each ofthe Parties will not, use the trade names, trademarks, service marks or logos or descriptions of services or product of the other Party without such Party's priorwritten consent.
7. Reservations Procedure 7.1 The Parties shall administer the reservations procedures in accordance with Appendix C hereto. 7.2 Special passenger requirements shall be honoured to the extent reasonably possible by the Operating Party and in any event in accordance with Appendices B and E hereto. 7.3 The Parties agree that any passenger information supplied by the Marketing Party to the Operating Party belongs to the Marketing Party. The Operating Party undertakes to keep all such information confidential and not to use it other than for the reasons specifically set out in this Agreement to accommodate passengers on the Services.
8. Handling Procedures 8.1 The Operating Party shall provide all Marketing Party passengers on each of the Services with service at least as good as that given to the Operating Party's own passengers. For avoidance of doubt, the Operating Party shall operate codeshare flights, including inflight services, in accordance with its own service standards. 8.2 Airport handling procedures shall be as set out in Appendix B. 8.3 Customer relations and complaints handling procedures (including in relation to baggage claims) shall be handled by the Parties in accordance with Appendix B hereto.
9. In-FlightServices and FlightCrew 9.1 The cockpit crews and cabin crews will be provided by the Operating Party at the Operating Party's expense. 9.2 lnflight services will be provided in accordance with the Operating Party's own policies and procedures.
SQNXCodeshareAgreement Page 8PUBLIC VERSION

9.3 All inflight announcements will state that the Services over the Routes are operated as codeshare flights.
10. Intentionally left blank 11. Liability & Indemnity 11.1 The Operating Party agrees to indemnify and hold harmless the Marketing Party, its officers, agents, servants and employees from all liabilities, damages, demands and claims including all costs and expenses incidental thereto, which may occur against, be charged to or recoverable from the Marketing Party, its officers, agents, servants and employees by reason of death or injury to any person or damage to or loss of property including without limitation baggage, any delay resulting therefrom suffered by passengers arising out of or in anyway connected with the operation of the Codeshare Flight while such persons or property are on an aircraft used by the Operating Party for the Services or are under the care, custody or control of the Operating Party in connection with the Services, unless due to the gross negligence, recklessness or willful misconduct ofthe Marketing Party, its officers, agents, servants and employees. 11.2 Notwithstanding Article 11.1, each Party shall assume liability for, indemnify and hold harmless the other Party, its officers, agents, servants and employees from all costs and expenses for any injury to or death ofemployees of such Party under this Agreement (except when these are ticketed passengers of the other Party), or any damage to or loss of property used or provided to execute the Services (including the aircraft provided under this Agreement) of such Party arising out of or in any way connected with the operation of the Codeshare Flight, unless due to the gross negligence, recklessness or willful misconduct ofthe other Party. 11.3 The Marketing Party will notifythe Operating Party ofany or all claims and legal actions connected with these operations and lodged against the Marketing Party and will supply the Operating Party with all supporting documents and relevant information. The Marketing Carrier agrees that the Operating Carrier and its insurers shall handle, resolve, settle or defend any and all claims with respect to damages for injury or death, incurred by a passenger(s) holding tickets providing for transportation by the Marketing Carrier under its designator code in accordance with the Marketing Carrier's conditions of carriage. The Operating Carrier and the Marketing Carrier agree to consult and cooperate in the handling, resolution, settlement or defence of such claims, but the final claims handling authority rests with the Operating Carrier and its insurers. 11.4 Each Party shall assume the entire responsibility for the issuance of its own traffic documents and the reservation ofspace, and shall indemnifythe other Party, its officers, agents, servants and employees against all claims, demands,
SQNX CodeshareAgreement Page 9-----------------· --**-·----~------** --- -- .. CC CCCPUBLIC VERSION
costs, expenses and liability arising therefrom, provided that such indemnification shall not cover claims caused by the gross negligence, recklessness or wilful misconductofthe other Party. 11.5 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON CONTRACT, STATUTORY LIABILITY, TORTt WARRANTY CLAIMS OR OTHERWISE IN CONNECTION WfTH THIS AGREEMENT, AND/OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND EACH PARTY HEREBY RELEASES AND WAIVES ANY CLAIM AGAINST THE OTHER PARTY REGARDING SUCH DAMAGE. 11.6 The Operating Party shall be responsible for any fines, penalties, etc. imposed on the Marketing Party by the relevant authorities relating to the Operating Party's failure to comply with the US Department of Transportation Final Rule on Enhancing Airline Passenger Protection, whether such failure relates to the tarmac delayplan orotherwise.


### 12. Insurance 12.1 Throughout the duration of this Agreement each Party shall procure and maintainthe following insurance in support ofthe Codeshare Flights operated by such Party, as contemplated bythis Agreement: (a) Aircraft Hull All Risks and Hull War and Allied Perils Insurance's for the aircraft provided and shall cause its Insurers to waive any and all rights of subrogation againstthe other Party, its officers, agents, servants and employees except in respect of claims caused 

### by the gross negligence, recklessness or willful misconduct of the other Party, its officers, agents, servants and employees.

(i) include the other PartyJ its officers, agents, servants and employees as additional assureds (the "Additional Assureds") except in respect of claims caused by the gross negligence,
SQNXCodeshareAgreement Page 10**---~-----------------------**

PUBLIC VERSION
recklessness, or willful misconduct ofthe other Party, its officers, agents, servants and employees. (ii) provide that the insurance shall operate in all respects as if a separate policy had been issued covering each Party insured hereunder. Notwithstanding the foregoing the total liability of Insurers in respect of any and all insureds shall not exceed the limits of liability stated in the policy. (iii) provide that this insurance shall be primary and without right of contribution from any other insurance carried by the Additional Assureds. (iv) provide that the Additional Assureds shall have no responsibility for premium and Insurers shall waive any rights of set-off or counter-claim against the Additional Assureds except in respect ofoutstanding premium in respect ofthe aircraft the subject ofa claim. (v) provide that the cover afforded to each Additional Assured by the policy shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of any other person or Party which results in a breach ofany term, condition orwarranty ofthe policy provided thatthe Additional Assured so protected has not caused, contributed to or knowingly condoned the said act or omission. (vi) provide that, except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, the cover provided may only be cancelled or materially altered in a manner adverse to the Additional Assureds by the giving of not less than notice in writing except that with respect to perils coverage, such period of notice shall be or such lesser period as may be customarily ava1 (vii) Certificates of Insurance evidencing compliance with the foregoing shall be made available by each Party to the other in good time before the first flight hereunder and following each and every renewal ofsuch insurance(s). (viii) The Operating Party and Marketing Party shall each procure at its own cost Workmen's Compensation or a corresponding insurance and Employer's Liability insurance against the liabilities ofeach respective Party to its employees for death or injury. Each Party shall cause its insurers to waive subrogation
SQNXCodeshareAgreement Page 11PUBLIC VERSION rights against the other Party for recovery of damages to the extent these damages are covered by the workers compensation and employers liability insurance obtained by each Party. (ix) Indemnification by Government in Lieu of Insurance. Notwithstanding any provision ofthis Section 12 requiring insurance, in lieu ofinsurance against any risk, indemnification from, or insurance provided by, the United States government, or anyagency or instrumentalitythereof, against such risk in an amountwhich, when added to the amount ofinsurance maintained against such risk by Operating Carrier, shall be at least equal to the amount of insurance against such risk otherwise required by this Section 12 shall be considered adequate insurance for purposes ofthis Section 12.

13. FamilyAssistance 13.1 In the event of an aircraft accident, the carriers and their insurers shall endeavour to cooperate in post-accident handling to mutually ensure that the families ofthe accident victims are treated with the dignity, respect and financial assistance to which they are entitled. All Parties will act in the spirit of good faith and reasonableness. Cooperation among all Parties shall not be unreasonably withheld. 13.2 The Operating Party shall be responsible for performing, and incurring all associated costs with respect to, all emergency response activities at the accident scene and all family assistance activities as required by law or usual custom and practice. The Marketing Party agrees that, at its cost and expense, it will provide information and shall assist the Operating Party with respect to its ticketed passengers.
14. Accounting 14.1 The Parties will invoice each other through the lATA Clearing House for the sums due in accordance with lATA Clearing House procedures and in any event in accordance with Appendix D hereto. 14.2 If the Marketing Party's passengers are found to hold third party ticket stock, the Operating Party will uplift such passengers and will bill the third party through normal interline procedures.

SQNXCodeshareAgreement Page 12PUBLIC VERSION

14.3 Marketing Party passengers transferred to the Operating Party under the Flight Interruption Manifest rules (FIM passengers) will be charged by the Operating Party to the Marketing Party at the rates as per normal Multilateral Proration Agreement (MPA) rules if not otherwise agreed in the SPA. 14.4 The Parties agree that all other revenue accounting matters shall be handled in accordance with Appendix D hereto.
15. General Conditions 15.1 This Agreement is 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. 15.2 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law provisions thereof. 15.3 Any change or amendmentto this Agreement shall be made in writing and signed by the authorized officers of each Party and shall form Exhibits to this Agreement. Such Exhibits shall constitute an additional agreement hereto. For avoidance of doubt, the Appendices hereto may be substituted by written agreement of the Parties and such new appendices shall supersede any Appendix thus substituted. 15.4 This is a non-exclusive Agreement and does not prevent either Party from entering into or maintaining existing marketing arrangements or codeshare arrangements with any other airline on the same routes. 15.5 All matters relating to this Agreement shall be dealtwith exclusively by the Head Office ofthe Parties directly. 15.6 The descriptive headings ofthe clauses ofthis Agreement are inserted for convenience only, confer no rights or obligations on either Party, and do not constitute a part ofthe Agreement. 15.7 The relationship of the Parties in this Agreement shall be that of independent contractors. Neither Party is intended to have, and neither ofthem shall represent to any other person that it has, any power, right or authority to bind the other, or to assume, orto create any obligation or responsibility, express or implied, on behalf ofthe other except as expressly provided by this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall be construed to create between the Parties a partnership, joint venture, employment relationship, franchise or agency.

SQNXCodeshareAgreement. Page 13PUBLIC VERSION

15.8 This Agreement (including the Appendices and any amendments to this Agreement contained in Exhibits) constitutes the entire understanding between the Parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded by this Agreement. 15.9 If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of such provisions orthe remaining provisions. 15.10 This Agreement shall bind and inure to the benefit ofthe Parties and their respective successors and assigns; provided, however, neither Party may assign or transfer this Agreement or any portion thereof to any person or entity without the express written consent of the other Party. Any assignment or transfer, by operation of law or otherwise, without such written consent shall be null and void and of no force or effect. 15.11 Neither Party will be liable for delays or failure in performance under this Agreement caused by acts of God, war, strikes, labour disputes (including strike and lockout), work stoppage, fire, flood, acts of government or other regulatory authority, or any other event beyond the control of that Party. In such case, (i) neither Party shall be held to pay any damages or cost ofwhatever kind except for any accrued right and liability, and (ii) the Parties shall discuss and agree on the action to be taken. 15.12 This Agreement may be executed in counterparts, each ofwhich shall be deemed to be an original and all of which, taken together, shall constitute one and the same document. 15.13 Except as otherwise specified in an Exhibit, all notices, demands, requests or other communications pertaining to this Agreement shall be in writing and shall be deemed given when delivered personally, telecopied (transmission confirmed) or mailed when received by the other Party at the following addresses: In the case ofSQ to: Attention: Vice President Partnerships Facsimile:
cc: Vice President Legal Facsimile:

SQNX CodeshareAgreement Page 14PUBLICVERSION
and in the case ofVX, to: Virgin America Inc. 555Airport Blvd., Suite 500 Burlingame, CA 94010 Attention: Director Network Planning With a separate copy addressed to: Attention: General Counsel (atthe same streetaddress)

15.14 The waiver by either Party of any term, covenant or condition of this Agreement shall not constitute a waiver of any subsequent breach or preclude such Party from thereafter demanding performance thereof according to the terms oftheAgreement. 15.15 The Parties shall attemptto reso.lve any disputes that**arise~oncernin** the interpretation of this Agreement The Parties shaH meet within upon receipt of notice by either P that a d ute exists. Ifthe a tes canna resolve any such dispute within following the first day of such meeting, the dispute shall be one or more members ofthe executive management of each Party who shall meet in person (or if that is not possible economically or physically impractical, within of such referral. Ifno resolution is reached within ngthe first day ofsuch meeting, either Party may ation. All disputes arising out of or relating to this Agreement shall be finally settled by arbitration. The arbitration shall be conducted in London, United Kingdom, by an Arbitration Tribunal, which shall consist ofthree arbitrators to be appointed by the London Court of International Arbitration. The arbitration shall be conducted in the English language in accordance with the Arbitration Rules ofthe United Nations Commission on International Trade Law (UNCITRAL Rules), in effect as at the Commencement Date. The decision of the arbitrators thus appointed, shall be final, conclusive and binding on the Parties, who hereby expressly waive all rights of appeal or recourse to any court, except (i) such rights which cannot be waived by the law ofthe place ofarbitration, and (ii) where arbitration rulings are alleged to be arbitrary,**capricious~** illegal or without a reasonable basis on the record. AU awards and decisions may be enforced in any court of competent jurisdiction. 15.16 Nothing in this Agreement precludes either Party from operating additional flights not covered bythis Agreement 

### 16. Termination SQNXCodeshareAgreement Page 15PUBLIC VERSION



### t shall become effective on the Commencement Date•

16.3 Either Party may terminate this Agreement at any time if the other Party becomes unable to pay its debts as they fall due, makes a general assignment for the benefit ofcreditors, or ifa petition is presented {and not discharged within for the appointmentofa receiver, liquidator or administrator or if a**u~"''"'""·** 

### administratoror liquidatorofall orsubstantially all ofits property is appointed or if an analogous event to any of the above occurs in any other jurisdiction. 16.4 Ifeither Party shall default in the performance ofany ofthe material terms, covenants, or conditions of this Agreement, or are in persistent default of any terms, covenants or conditions, the other Party may give written notice of such default, and, in the event such default is not cured within - the Party giving notice of default may terminate this

### Agreeme~itten notice to the Party in default, without prejudice to any other right which either Party may have. 16.5 If any of the respective governments of the Parties withdraw any permission required to operate the Services as envisaged by this Agreement or such permission ceases and is not renewed this Agreement will terminate simultaneously with the date on which any such permission ceases or is withdrawn. 16.6 Anytermination ofthis Agreementwill be without prejudiceto any rights or obligations of either Party which have accrued prior to termination. Clauses 11 , 12,13,14,15and 17 shall survive termination ofthisAgreement.


### 17. Confidentiality 17.1 Except in any proceeding to enforce any of the provtsrons of this Cooperation Agreement, neither Partywill, without the priorwritten consent ofthe other, use, publicize or disclose to any third party, except each Party's legal adviser as privileged attorney/client information, neither directly or indirectly, any of the following (hereinafter 7

### 'Confidential lnformationn): {a) this Cooperation Agreementorany ofthe terms orconditions ofthis Cooperation Agreement or (b) any. Implementing Agreement or the terms or conditions of any Implementing Agreement or (c) any confidential orproprietary information or data, eitheroral or written, received from and designated as such bythe disclosing Party. 17.2 Ifa governmental authority requests either Party to produce or disclose to SQNXCodeshareAgreement Page 16PUBLICVERSION
the authority this Cooperation Agreement or any ofthe terms or conditions ofthis Cooperation Agreement, such Party, at its option and after notifying the other Party, may produce ordisclose the requested document or information. 17.3 Each Party may disclose, to the extent necessary, this Cooperation Agreement or any of the terms or conditions of this Cooperation Agreement (or any aspect thereof) to certain of its employees or unions (to the extent required under any collective bargaining agreement or any law providing for a consultation right ofemployees). 17.4 If either Party is served with a legal process requiring the production or disclosure of any Confidential Information, then that Party, before complying, will immediately notify the non-disclosing Party to provide the non-disclosing Party with a reasonable opportunity to intervene and contest disclosure or production. 17.5 Neither Party shall use information or data provided by the other Party (whether or not designated confidential or proprietary) in connection with this Cooperation Agreement except in fulfillment of its obligations hereunder.

SQNX CodeshareAgreement Page 17PUBLIC VERSION
[Execution Pages to Follow]

SQNX CodeshareAgreement Page 18...,.·.**-·~·** PUBLIC VERSION

IN WITNESS_WHEREOF the Parties have entered into this Agreement**Singap~re**Airlines Limited

Name;::**Title~** Date: .. 

### ., Joey**S~ow ~** 

. Vice President**~-** Partnerships

:i '•
.. •J**~** l!

.**~;· ~**  :1 .; 

### j**~t** :; 

### ••**·~** 

### . , t•**·~** ...,**~** •i**~~ ·~** **·~ ~~** **~-** 6 •\ 1'.**~- ~**  :i--**~· ~**  :,**~** ·i.**~** 

### ..**~ ~** 
SQNX CodeshareAgreement Virgin Ameriea

Title:
Date:



### .**~··**

•.•.**~-** . 

### David Cush President &

### CEO

Page 19 ;**~**.

.**~'**



## I 

# t

.. ;

.PUBLIC VERSION

APPENDIX A: FREQUENCYAND SCHEDULE PLANNING To the Codeshare Agreement between Singapore Airlines Limited ("SQ") and Virgin America ("VX") with effect from 11 December2012.
1. Automated FreesaleArrangement 1.1. Subject to all necessary regulatory approvals, SQ and VX shall display their respective codes on Services in respect ofthe following routes: SQ Codeshare on flights operated byVX: VX optg SQ Mktg Flight Flight No. No.Desg Route DOP

VX25 SQ*1301 SFO-PSP 1234567 VX30 SQ*1302 PSP-SFO 1234567 VX67 SQ*1303 IAD-SFO 1234567 VX77 SQ*1304 IAD-SFO 1234567 VX86 SQ*1305 SFO-IAD 1234567 VX89 SQ*1306 lAD-LAX 1234567 VX90 SQ*1307 SFO-IAD 1234567 VX97 SQ*1308 lAD-LAX 1234567 

## vx 121 SQ*1309 PHL-LAX 1234567 

## vx 141 SQ*1310 PHL-SFO 1234567 

## vx 144 SQ*1311 SFO-PHL 1234567 VX211 SQ*1312 ORD-SFO 1234567 VX231 SQ*1313 ORO-LAX 1234567 VX233 SQ*1314 ORO-LAX 1234567 VX236 SQ*1315 LAX-ORO 1234567 VX321 SQ*1316 FLL-LAX 1234567 VX336 SQ*1317 LAX-FLL 1234567 VX346 SQ*1318 SFO-FLL 1234567 VX347 SQ*1319 FLL-SFO 1234567 VX357 SQ*1320 BOS-SFO 1234567 VX358 SQ*1321 SFO-BOS

..34567 VX363 SQ*1322 80S-LAX 1234567 VX370 SQ*1323 LAX-80S 1234567 VX746 SQ*1324 SFO-SEA 1234567 

## vx 751 SQ*1325 SEA-SFO 1234567 VX759 SQ*1326 SEA-SFO 1234567 

## vx 780 SQ*1327 SEA-LAX 1234567 

## vx 784 SQ*1328 SEA-LAX 1234567
SQNX CodeshareAgreement Page 20PUBLIC VERSION

VX optg SQ Mktg Flight Flight No. No.Desg Route DOP



## vx 795 SQ*1329 LAX-SEA 1234567 

## vx 796 SQ*1330 SEA-LAX 1234567 

## vx 797 SQ*1331 LAX-SEA 1234567 VX808 SQ*1332 LAX-POX 1234567 VX809 SQ*1333 POX-LAX 1234567 VX897 SQ*1334 LAS-SFO 1234567 

## vx 901 SQ*1335 LAS-SFO 1234567 VX908 SQ*1336 SFO-LAS 1234567 VX910 SQ*1337 SFO-LAS 1234567 

## vx 913 SQ*1338 LAS-SFO 1234567 VX917 SQ*1339 LAS-SFO 1234567 VX924 SQ*1340 SFO-LAX 1234567 VX928 SQ*1341 SFO-LAX 1234567 VX932 SQ*1342 SFO-LAX 1234567 VX933 SQ*1343 LAX-SFO 1234567 VX935 SQ*1344 LAX-SFO 1234567 VX936 SQ*1345 SFO-LAX 1234567 VX941 SQ*1346 LAX-SFO 1234567 VX945 SQ*1347 LAX-SFO 1234567 VX947 SQ*1348 LAX-SFO 1234567 VX958 SQ*1349 SFO-SAN 1234567 VX969 SQ*1350 SAN-SFO 1234567 

## vx 1930 SQ*1351 SFO-LAX 1234567 

## vx 1951 SQ*1352 SAN-SFO 1234567 VX357 SQ*1320 BOS-SFO 1234567 VX358 SQ*1321 SFO-BOS

..34567 VX363 SQ*1322 BOS-LAX 1234567 VX370 SQ*1323 LAX-BOS 1234567 1.2. The Parties, by mutual consent, may add, discontinue, or substitute one or more city pairs on which they will operate Codeshare Flights in accordance with the terms ofthis Agreement. 2. Schedule change 2.1. Marketing Carrier is to be advised on possible changes to flights operated on "Codeshare segments" Schedule transfer procedures shall be mutually agreed to be the respective carriers' individual departments. 2.2. How to report schedule changes.

SQNX CodeshareAgreement Page 21PUBLIC VERSION

Schedule information to be exchanged- according to lATA-standard via SSIM. If the change requires immediate action (i.e. before the next SSIM production run), the operating carrier will inform the marketing carrier of any such change via e-mail, SSM orASM {whichever is agreed upon by both parties)forfollow-up. 

### 2.3. When to report schedule changes. Operating Party will provide Marketing Party with schedule information at the sametime as senttotheirown distribution system. 

### 2.4. Contentofschedulechange message. The schedule change messageshall include:

- Flight number

- Arrival/Departure times {Local Time) -Terminal

- Aircrafttype -Meals 

### 2.5. Departmentsto be contacted regarding schedule changes are: SIT 

# A:-

Network Revenue Management Department SIT A: SIT A: 

## sato

## vx:

3. Minimum connectingtime- MCT 

### 3.1. Departmentsto becontacted regarding possible newor revised MCT: VXto SQ:

SQNXCodeshareAgreement Page 22. PUBLIC Vf:RSION



## 1 4. AppendixAdministration

,**~-** .**4.1·~ T~e** **departm~nts** responsibleforthe administration ofthis Appendix are: VX:**Allianc~s Netwo~k** **Pla~ning** Department**~** SQ: Network Planning Department Network Planning·Analyst Network Planning Department, Planning Division 

### SJTA:··· 1 

## l SingaporeAirli.nespmited·

Name: Joe Ooi**.~** · iitle: Senior ManagerRoute

, Planning Date:

## ·l1~ 

# ·1\Jl)J**~~\t:** .i 1 il

1· f Jl , .

.**:~** I**~ ~·**  :r SQNX**Co~eshare Agre~ment**  :.:.:. VirginAmerica

Title:
Date: 

### David Cush President

## &CEO 

## \-(0**)\1~1.Jl\2_**

Page 23 ·ii''.PUBLIC VERSION


### APPENDIX B: Station Procedures to the Codeshare Agreement between Singapore Airlines Limited ("SQ") and Virgin America ("VX")with effectfrom 11 December2012. 1 INTRODUCTION



### 2 ROUTES
3 CODESHARE MODALITY 

### 4 CHECK-IN



### 5 DOCUMENTATION 

### 6 BAGGAGE ENTITLEMENTS & 

### BAGGAGE HANDLING
SQNXCodeshareAgreement 

### This appendix sets out the agreed airport handling procedures for the code share operations between SingaporeAirlines (SQ) and Virgin America (VX). These procedures apply to codeshare operations on the · sectors as detailed in AppendixA. The codeshare will be based on a freesale PNR exchange concept. There will notbeanyfixed blocks. For each classt SQ's acceptance sequencefor "revenuepassengersn shallbe:

For each classt**V..¥~**'s acceptance sequencefor arevenuepassengers" shallbe:



### Both Parties agree to implement Inter Airline Through**Check~ln** 

### (IATCI) procedures and protocol to facilitate the efficient handling of Codeshare Passengers connecting between Codeshare Flights. The Operating Party's details will 

### be reflected on the boarding cards and baggagetags. The standard of IAT A resolution 302 will apply. In addition, the following additional waivers are to be extended to selected FFP members: 

# ' Page 247 LOUNGE ENTITLEMENTS 

### 8 CUSTOMER CATEGORIES



### 9 DEPARTURE HANDLING 10 THROUGH CHECK-IN PUBLIC VERSION


# I

Staff 

### I Rebate customers will be booked on the Operating Party only. Both Parties shall explore the possibility of concluding a Reduced Revenue Agreement for Code share Flights. NOREC I GOSHOW acceptance will be according to the Operating Party's rules. Operating carrier reserves the right to deny boarding to blacklisted customers regardless of whether marketing or operating carrier's customer. The Operating Party's rules 

### will apply. Through Check-in between SQ and VX is possible via the EDIFACT link. In the event that the onward carrier information is not available in the DCS, check-in agent is to input such information from the ticket before accepting the customerto allowfor IATCI totake place. For documentation and visa infringements, Appendix B (12

- Irregularities) applies. 11 POST FLIGHT The Operating Party will send the following post flight MESSAGES messages to the Marketing Party. The messages are to be in standard lATAformat:
SQNXCodeshareAgreement Page 25

### 12 IRREGULARITIES

SQNXCodeshareAgreement PUBLIC VERSION Message

T e 

### MVT VXtoSQ Standard MVT message isto be sent to:

(where

### XXX is the gateway station) Message should bear the Marketing Party's fli htnumber PFS Required bySQ in the lATA Format. To besentto:

(where XXX isthe

ateway station) SLS RequiredbySQforboth passengerandcargo. To be sentto: 

### SQtoVX



# -

-

-

Flight Delays/Cancellations 

### The Operating Party shall absorb the costs for overnight expenses, meals, etc., in connection with delays/cancelfations ofthe Codeshare Flight in accordance Page 26SQNXCodeshareAgreement PUBLIC VERSION
with its applicable policies and procedures. Any expenses incurred as a result of irregularities caused by Air Traffic Control**(ATC)~** weather or other causes deemed to be outside the direct control of the Operating Party, shall be handled in accordance with the Operating Party's applicable policies and procedures. The Marketing Carrier shaH absorb the costs for overnight expenses, meals etc if the delay is caused bythe Marketing Carrier. The Operating Carrier shall be responsible for passenger handling and re-accommodation unless the mis-connection is caused bythe Marketing Carrier. In any eventJ the Operating Carrier shall as soon as possible notify the Marketing Carrier of any impending cancellations ordelay. All passenger-related costs will be borne by the Operating Party unless the Marketing Carrier is at fault for the irregularity. All delays Involvingcodeshare services mustbe reportedto thefollowing addressees: SQ All delays are to be reflected through the MVT messages tothe following SITA Addressees:- I 

### I I 

### I (Where XXX isthe gatewaystation) 

# -

Tarmac Delay Plan (forflights to and from US only} Each Carrier must state in their respective General Conditionsof CarriagethattheOperating Party'starmacdelayplan will apply in the case ofatarmacdelayat a US airport. In the event of a tarmac delay of more than 3 hours, the Operating Party must file the delay report with BTS. The Operating Party shaU provide a copy ofsuch delay report and any related information to the Marketing Party as soon as possible Page 27SQNX CodeshareAgreement PUBLIC VERSION

after submission ofthe report. FlightOverbooking In recognition of the fact that codeshare passengers are making international connections with the respective other Party, each Party agrees to deny boarding to those code share passengers on equal terms with its own passengers, following the Operating Party's cut-offtimes. The Operating Party shall apply its own denied boarding compensation policy for all passengers of the codeshare flights, but at all times in accordance with applicable law, which will prevail over the Operating Party's denied boarding compensation policy. Both Parties agree to take account of the applicable minimum check-in times and minimum connection times for connecting flights to ensure the efficient handling of code share passengers and baggage. Missed Connections The Operating Party shall cover the reasonable costs of providing passenger amenities to code share passengers who fail to make their connections to the services of the Marketing Party as a result of matters within the Operating Party's control (i.e. flight cancellation, short term equipment changes or yield management errors). These passenger amenities shall include items such as hotel accommodation, meals and denied board compensation in accordance with the Operating Party's applicable policies and procedures. The Parties agree to work closely together to minimise any costs to either of them in such circumstances. lATA Resolution 735d shall apply in all other circumstances. Involuntary Rerouting Procedures in accordance with lATA Resolution 735d. Codeshare passengers shall be re-booked primarily onto alternative VX or SQ services. Baggage Handling and Irregularities The Operating Party shall be responsible for:
• Attending to the mishandled customer • Raising the mishandled baggage report • Primary Tracing on World Tracer • Baggage Repair 

### I Delivery Page 2813 SPECIAL SERVICES

SQNXCodeshareAgreement PUBLIC VERSION



### • Overnight Kit Bags • Interim Payments • Forwardingthe case to- forsecondary tracing The Operating Party shall absorb costs for delivery, replacement and temporary settlement and handle such irregularities according to the Operating Party's procedures, unlessthe Marketing Party provides such servicesthrough a ground handling agreement to the Operating Party, in which event the terms of that agreement shall apply, notwithstanding Articles4 and 5 of IAT A Resolution 780e. Baggage handlingand settlementofbaggage handling claims shall bein accordancewithexistingtariffs andthe Trade Practice Manual oftheAirTransportAssociation or the lATAResolution and Recommended Practices Manual, whicheverapplies, In the currentversion. Visa Infringements 

### The Operating carrier shall be responsible for ensuring that aU passengers are properly documented. For through check-inJ the check-in agent at the first point of check-in shall be responsible for all relevant document and visa checks. The airline at the first point of check in shall make good any related fines and costs resulting from the carriage of any inadmissible passengers through-checked bythe airline. Customer Mishandling Incidents Any incidents of dissatisfaction I 

### unhappiness involving marketing customers on a code share service are to be reported tothe following:
VX Operated

Medical Cases I Deportees I Prisoners 

### Medical Cases and Deportees/Prisoners can ONLY be booked on and carried bythe Operating Party.

Page 29

### 14 ADMINISTRATIVE MATTERS PUBLIC VERSION

Other Special Services 

### Unless otherwise stated, all other standard special service requests can be booked on the Marketing Party, butwill 

### be subjectto the Operating Party's procedures. Ticket Coupon Collection All flight couponswm be kept by the Operating Party IssuanceofFIM 

### In the event an FIM has to be issued for a Marketing Customer, the FIM is to be in the name of the Operating Party. The delivering carrier1S 

### box will 

### reflect the Operating Flight number. Airport Signaqe 

### Mutuallyagreed airport signage will 

### be put up to ensure that there is sufficient visibility to all customers where permissible and feasible. 15 UPDATES I tt is the Operating Party's responsibility to secure the RESPONSIBILITIES instructions for handling of the code share flights and the handling of the codeshare passengers are made available to Operating Party's staff no laterthan- priorto the start ofthe operation. Any

### amend~e made SQNXCodeshareAgreement Page 30SingaporeAirlines Limited

Narne: Title:
Date: 

### .J4ey:Se9w ' VicePresident
· Partnerships

;t

SQNXCodeshareAgree.ment .P.V.J3LIC VERSION

available to the Operating Party's staff no later than-

- priorto effective date. : Respon·sible departments SQ'. VX Ground Services**Departm~nt** Network Planning 07 A Airline House, Singapore 

# - Vi'rgin America

Title:: 

### David Cush**-~** 

### President

### & CEO

Page 31PUBLIC VERSION


### APPENDIX C: Reservations Procedures I Schedule Filing to the Codeshare Agreement between Singapore Airlines Limited ("SQ") and Virgin America ("VX") with effectfrom 11 December2012. ObjectofthisAppendix Rules/regulations and procedures for reservations between SQ and VX 1. Codeshare Segments 1.1 See details in AppendixA 2. Period 2.1. The operational period forthe codeshare will start on 18 December2013
. 3. Type ofCodeshare 3.1. This codeshare agreement is one-way, with SQ marketing and VX operating and based on a real time technical solution for the segments as described underAppendix A.
4 Quota Sales

5. Departmentto be contacted regarding Inventory matters
SSR requirements: Inventory control:
6 Passenger Name List (PNL) 7.1 Applicable to Block-space arrangements only 7 Traffic restrictions 8.1 Specification ofcity-pairs and applicable traffic restriction code- if needed. 8 Emergency lock
SQNX CodeshareAgreement Page 32-------**~~-~~~--~-** -- ---------- --------

PUBLIC VERSION

8.1 A standard message referring to emergency procedures shall be issued in case ofemergency: VXas Operating Partywill immediately send notification to:

SQ Network Revenue Management 

### 9 SpecialService Products 

### 9.1 Passengers ofthe Operating Party and passengers ofthe Marketing Party may enjoy special service products - SSR
- on the codeshared flights according to rules and regulations ofthe Operating Party if not otherwise agreed. SSR contacts for SSR problems*: VXto SQ: * Please note that the following contact is for SSR problems and not for normal SSR requests


### 10 CRS Fees 10.1 The Marketing Carriershall provideforanyfee associated with either ticket handling fee orCRSfees related totransportation ofa passengerto be paidJ bysegmentThe Marketing Carrierwill be responsible for CRS fee attheir level ofparticipation. 

### 11 TicketingTime Limit(TTL) 11.1 All bookings (including codeshare bookings sold by Marketing Party) will be subjected to ticketing time limit checks on Operating Party's flights as applicable. The Operating Party reserves the right to cancel bookings on its operated flights 

### ifbookings are notticketedwithin theticketing time limit prescribed.

SQNXCodeshareAgreement Page 33SingaporeAirlines Limited

Name: 

### Joey/Seow Title: Vice President Partnerships Date:

SQNX CodeshareAgreement PUBLICVERSION

Virgin America

Name: Title: 

### David Cush President

## &CEO Date: 

# l**~ N~** **~** 2_1,

## \1--

Page 34PUBLIC VERSION


### APPENDIX D: Revenue Accounting
to the Codeshare Agreement between Singapore Airlines Limited ("SQ") and Virgin America ("VX") with effect from 11 December2012. Objective ofthis Appendix Rules/regulations and procedures for revenue accounting and statistical follow up to be agreed upon between SQ and VXfor actual codeshare segments.
1. Codesharesegments 1.1. See details in AppendixA 2. Period 2.1. The operational period for the codeshare will be from 18 December2012. 3. Type ofcodeshare 3.1. This Codeshare Agreement is reciprocal and based on a freesale modality for segments as described in Appendix A. 4. Accounting procedures 4.1. The accounting offlight coupons shall be in accordance with the rules of the lATA Revenue Accounting Manual (RAM). Proration shall be in accordance with the terms of the Special Prorate Agreement (SPA) in force between Singapore Airlines and Virgin America. Where the SPA is not applicable, the Multilateral Prorate Agreement (MPA) shall apply. 4.2 In the event that the Operating Party uplifts flight coupons issued by a third party ticketing carrier that are closed to the flights of the Marketing Party, the Operating Party may bill the ticketing carrier without having to seek endorsement from the Marketing Party or Ticketing Party. This clause shall constitute an endorsement waiver agreement for the purposes of RAM A3 1.3.4 and a copy of this clause may be supplied to the ticketing carrier if requested. 4.3 Each Party shall assume responsibility for its own tax affairs arising from this Agreement and the Codeshare Flights. Interline and other relevant taxes shall be recovered by the respective Party in accordance with the rules set out in the lATA Revenue Accounting Manual. This does not include YQ/YR surcharges which are not interlineable. In cases where regulations require settlement by the Operating Party first, the Marketing SQNXCodeshareAgreement Page 35PUBLIC VERSION
Party shall promptly reimburse the Operating Party for the taxes paid and related expenses incurred on its behalf. 4.4 Interline billing shall be performed according to the lATA Multilateral Interline Traffic Agreement and the Special Prorate Agreement between the Parties, both asamendedfrom time to time. 

### 5. EndorsementWaiver 5.1 The terms of the EndorsementWaiver AgreementJ if**applicable~** between the Parties shall applytothisAgreement? as amended from timetotime. 

### 6. Flight Interruption Manifest 6.1 Any passengers of either Party carried on a Flight Interruption Manifest (FIM) document issued by the other Party shall be charged by the respective Operating Party in accordance with the existing simplified FIM billing agreement between the Parties, or, ifsuch an agreement does not apply or existt 

### in accordance with Revenue Accounting Manual (RAM) 

### A2 2.6 7. Frequent Flyer Programme Tickets 7.1 Frequent flyer programme redemption tickets issued by either Party shall not be applicable for carriage on the Codeshare Flights unless separately covered by a reciprocal frequentflyer agreement between the Parties. 

### 8. Appendix Administration 8.1 The departments responsible forthe administration ofthisAppendixare: 

### VX: Revenue Accounting

. Tel: Fax: SQ: Revenue Accounting SIT A: Tel: Fax:

SQNXCodeshareAgreement Page 36SingaporeAirlines·:Limited

Title:
Date:

I Vice President**Partnersh~ps**

·I •!

,,**~ ~}**  II ,.
SQNX. CodeshareAgreement PUBLIC VERSION

Virgin America



### David Cush Title:· : 

### Preside.nt & 

### CEO
Date: 

# H**f,J~**

# z_ot

# ~**~·**

Page37PUBLICVERSION


### APPENDIX E: lnflightService/Special Service Requirements (SSR) Tothe Codeshare Agreement between Singapore Airlines Limited ("SQ") and Virgin America (''VX")with effectfrom 11 December2012. 

### 1. In-flightService/Special Service Requirements {SSR) 1.1 SQ customers may enjoy special service products - SSR
- on the Codeshare Flights according to rules and regulations to be currently discussed and agreed between VX and SQ specialists.
Live Animals in Cabin 

### (PETC)

Live Animals in the Hold (AVIH)

Bassinets 

### (BSCT)

Excess baggage (XBAG) Bulky Baggage {BULK}

SQNXCodeshareAgreement Page 38Cabin Baggage (in Seat) 

### (CBBG)

SQNXCodeshareAgreement PUBLIC VERSION

Page 39Extra Seatfor Passenger Comfort (EXST)
Infants (INFT)

SQNXCodeshareAgreement PUBLIC VERSION

Page 40Infantsoccupying a seat (paid)with own car-type seat

Pregnant Passenger Note: As a practice, SQ normallyadvise customers to checkwith theirattending physician that it is OKtotravel
SQNXCodeshare Agreement PUBLIC VERSION I



# -·

Page41PUBLIC VERSION

Special Meals (SPML)

SQNXCodeshareAgreement Page 42e.g. nutallergy

Unaccompanied Minors (UMNR)

Wheelchairs

SQNXCodeshareAgreement PUBLIC VERSION

Page43Medical transportation e.g. stretcher, oxygen (MEDA/STCRIOXY)

SQNXCodeshareAgreement PUBLICVERSION

Page 44Advance Seat Requests (at Reservations)

CustomersWho are Visually Handicapped

SQNXCodeshareAgreement PUBLIC VERSION

Page 45Customerswho are 

### Hearing Impaired

Special baggage- eg. ski equipment, golf

### bags, scuba divingequipment, 

### etc. (SPEQ)
SQNXCodeshareAgreement PUBLIC VERSION

Page46 1::

!Bicycle (BIKE)

Dangerous Goods

Deportee escorted/unescorted (DEPAIDEPU}

Meet and Assist PUBLIC VERSION



### 2. Special Meals -- VX does notofferspecial meals

SQNXCodeshareAgreement Page 47-- ------ -- ------

PUBLICVERSION


### 2.1 

# sa provides Special Meals to customers who have dietary 

### I religious restriction. The special meal requests should be made at least 24 hours priorto flight departure, with the exception of Kosher meals {KSML)where requests should be made atleast

### 99 hours priortoflight departure. 

### 2.2 Special meals requests after cut-off time will be denied with NO and reason asSSR OTHS INSUFFICIENT PREPARATION TIME. Special Meals SQ Operated Flights Request should be madeforthe following Special Meals, at least24 hours priorto departure. AVML INDIAN VEGETARIAN MEAL BBML BABY MEAL BLML BLAND MEAL CHMLCHILD MEAL DBML DIABETIC MEAL FPML FRUIT PLATTER GFMLGLUTEN FREE MEAL HNML HINDU MEAL KSML KOSHER MEAL LCML LOW CALORIE MEAL LFML LOW FAT/CHOLESTEROL MEAL MOML MOSLEM MEAL NLML NON-LACTOSE MEAL (no dairy products) RVML RAW VEGETARIAN MEAL SPML SPECIAL MEAL SFML SEAFOOD MEAL VGMLNON-DAIRYVEGETARIAN MEAL VLML LACTO-OVOVEGETARIAN MEAL VOML VEGETARIAN ORIENTAL MEAL VJML VEGETARIAN JAIN MEAL


### 3. AnnexAdministration 

### 3.1 The departments responsible forthe administration ofthis Annex are: SQ:

VX:

SQNXCodeshareAgreement SIT 

### A: Tet e-mail Tel: e-mail

Page 48PUBLIC VERSION

4. Validity This Appendix E to the Code Share Agreement between VX and SQ shall come into effect along with the Code Share Agreement and shall remain valid until further notice, or, if no amendment becomes necessary, as long as the Code ShareAgreement remains in force. Executed in duplicate, both in English Forandonbehalf of SingaporeAirlines Limited

Name: Title:

Date: Joey Seow Vice President Partnerships

SQNXCodeshareAgreement Forandon behalf of Virgin America

Title: 

### President 

### & CEO

Page 49PUBLIC VERSION


### APPENDIX F: EmergencyI 

### Crisis Management Procedures to the Codeshare Agreement between Singapore Airlines Limited**("SQ'~)** and Virgin America ("VX")with effectfrom 

### 11 December

### 2012. 1. EmergencyI Crisis Management Procedures 

### 1.1 The procedures as laid down in the ((Reciprocal Crisis Management Plans for Codeshare Flightst! (Appendix 

### F.1) shall apply. 

### 1.2 In the event of a major incident or accident, the Operating Party shall advise the following departments and this information should be restricted to its services: VXto SQ: SIA Operations Control Centre Phone:



### 2. AppendixAdministration Fax: (NOT DISCLOSURE)

2.1 The departments responsibleforthe administration ofthisAppendix are: 

### Administrative contacts emerg. procedures SfTAITei/Fax

SQNXCodeshareAgreement SQ 

### Operation control centre SIT 

### A/Tel/Fax

Page 50

### -**~** Singap9reAirlines'Limited

Name: Title:
Date:**~~-** •i JoeySeo,wVice President Partnershjps**~** H**I~**

SQNxCo:deshareAgreement PUBLIC VERSION

Virgin America



### David Cush President

### & CEO
Date: ( ( 

## Nts-J 

# 20lL-

:;.. .. _-...

Page 51PUBLIC VERSJON


### APPENDIX F1: Emergency

### I Crisis Management Procedures to the Codeshare Agreement between Singapore Airlines Limited ("SQ'J) and Virgin America ("VX,}with effectfrom 11 December2012.

1 

### RECIPROCAL CRISIS MANAGEMENT PLANS FOR CODE-SHARE FLIGHTS INTRODUCTION 

### 1.1 This Crisis Management Plan is designed for the effective coordination and management ofthe overall operational and media responses to a crisis affecting a code-share passengerflight anywhere in the world. 1.2 It spells out the roles and responsibilities of both the Operating and the Marketing Parties to achieve seamless co-ordination and communications amongstthe partners in the managementofa crisis. 1.3 Both the Operating and the Marketing Parties will benefit from this Plan, including preserving the image ofall the affected carriers. 

### 2 COMMITMENTS 

### 2.1 A Code-Share Partnershould have a corporate Crisis Management or Emergency Response Plan, including a Special Assistance Team to render assistance tothe affected passengers, crew, ground casualties and the relatives. 2.2 A Code-Share Partner should be committed to provide the resources necessary to execute the corporate Crisis Management/Emergency Response Plan. 2.3 The Operating Party is responsible for the overall management ofa crisis, including all the costs incurred by the Marketing Parties and their service providers in rendering the assistance orservices. 2.4 The Marketing Party, upon a request by the Operating Party, shall render all the necessary supports to the Operating Party to minimise the consequences and effects ofa crisis affecting a code-share flight. 

### 3 SCOPE

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### 4 PUBLIC VERSION

CORPORATE RESPONSES AND COMMAND AND CONTROL 

### 4.1 The Operating Party is responsible for the corporate responses, including the policy decisions, to a crisis affecting its own flight anywhere in the world. It is arso responsible for the overall command and control of the responses. 4.2 The Operating Party shall launch its immediate operational and media responses to a crisis when it became known. In the event of a crisis occurring outside its home basel it shall,**-~** 

### launch its Special Assistance Team from Head Office orfrom**i~n** 

### to the crisis site to manage the crisis. 4.3 In the event of any accident of serious incident involving a codeshare flight, the Operating Party

### will: permit one or more representatives of the Marketing**rP.I;:lTIVE~~** 

### Cal



### b) provide the representatives specified below with all information collected by the Operating Party's call centre in relation to Marketing Party's passengers. c) provide the Marketing Party with copies of all correspondences passing between the Operating Party and Code-share passengers and their relatives and representatives. d) afford the Code-share Passengers and their relatives the same family assistancel services and benefits as passenger of the Operating Party aboard the incident aircraft. e) provide the Marketing Partywill all relevant information available to it in relation tothe investigation ofthe accident. f) to the extent the applicable local authority ofthe country where the accident occurs allows the Marketing Party's representative to be present, the Operating Party shall permit a representative ofthe Marketing Partyto participate in all aspects ofthe investigation ofthe accident bythe Operating Party. 5 GEOGRAPHICALAREAS OF RESPONSIBILITIES

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### 5.1 The Operating Party 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 a location within the Marketing Party's home base or flight information region and in which the Operating Party does not have a phys.ical presence in the form of an operating office whereas the Marketing Party has such a physical presence, then the Marketing Party shall, upon activation by the Operating Party 

### be responsible for managing the immediate humanitarian care and assistance to the affected passengers, crew, ground casualties and their families to the Operating Party's crisis. The Marketing Party shall use its own resources, facilities, equipment and 

# ii dures to do so. This support is to be provided for a maximum period of. or until the arrival ofthe Operating Party's resources, whichever is earlier. 

### 6 NOTIFICATION OF CRISIS TO MARKETING CARRIERS 6.1 The shall telex ortelephone the details of a crisis to all ofa crisis becoming known. the Marketing Parties



### 6.3 The Operating Party shall also update the Marketing Parties on the

### -~t developments in the crisis situation and its 

### responses -- 

### 7 ACTIVATION OFASSISTANCE 

### Ifthe Operating Party requires assistance from a Marketing Party,

,.................**,.~**

### ...,... P Cou Ma or the Station Ma er at the

7.2 The caller must provide the following information to the Marketing Party's Duty Manager: 7.2.1 7.2.2 7.2.3 SQNXCodeshareAgreement Page 54PUBLIC VERSION



### 7.2.4 7.2.5 7.2.6

7.3 Upon receipt of the informationl the Marketing Party's Duty Manager shall immediately activate the Marketing Party's crisis management process internally. 

### 8 MARKETING CARRIER'S OPERATIONAL RESPONSES TOAN OPERATING CARRIER'S CRISIS IN THE HOME BASE OR ITS FLIGHT INFORMATION REGION 8.1 Upon the request of the Operating Party, the Marketing Party will 

### immediately activate its corporate Crisis Management Centre to co-ordinate the management of the operational responses with the Operating Party. The Marketing Party shall also use its own fadlitiesJ systems and procedures to provide the immediate operational responses for the affected passengers, crew, ground casualties andtheir relatives as specified herein. 8.2 The Marketing Party, in conjunction with its station nearest to the crisis site, shall d I Assistance Team" of to at the Crisis Station

8.3 The Marketin the crisis site
8.4 The Marketing Party shall arrange transport to rush the - to the crisis station/site by the fastest possible means,

### includin~an aircraft, within- ofa crisis, totransportthem there, if needed. 8.5 The Marketing Party shall activate its 

### focal Telephone Enquiry Centre {TEC) to handle and process local telephone enquiries from the affected family members and the general public on behalf of the Operating Party. (More than one Partnershall activate the TEC in their respective home bases if

### the situation warrants SQNXCodeshareAgreement Page 55PUBLICVERSION
it). 

### The Marketing Party shall activate up to handle and process such enquiries. to
8.6 The Operating Party shall release the Passenger Manifest to the TEC of the Marketing Party, which has been activated to handle and process such enquiries. The TEC shall record the information of the fam callers on individual Fam Re blic En Re rts. 

### e enqu n acco ce with its own procedures for handling such enquiries based on information provided by the Operating Partner's representative in the Centre. 8.7 The Marketing also activate its standard crisis communications and office

9 CRISIS OCURRING OUTSIDE HOME BASE OF MARKETING CARRIER 9.1 In the case ofthe handling and processing of public enquiries, the same systems and procedures stated in paragraph 8 herein will 

### apply. However, the Marketing Party is only required to activate as many telephone lines as it can spare to handle and process such enquiries. 10 DEPLOYMENT OF LIAISON REPRESENTATIVES 10.1 Both the Operating and the affected Marketing Parties shall deploy at least one liaison representative each in one another's Crisis Management facilities to show the airline's presence and to provide liaison, information or advice butnotto give directionsto the Operating Party. 11 SUPPORT FROM OTHER CODE-SHARE PARTNERS ATTHE CRISIS STATION 11.1 In the event of a crisis affecting a Code-share Partner, the corporate Crisis Management Centres of all the Marketing Parties which have Code-Share agreements with the affected Partner shall be placed on a standby mode: for a period of- from the time of notification of a

### crisis~ to render anyassistancewhich

### ~ required. 11.2 AU the other Partners which have facilities and resources at the Crisis Station shall support the Operating Party concerned, including activating theirTECsto handle and process publicenquiries, where needed.

SQNXCodeshareAgreement Page 56PUBLIC VERSION


### 11.3 In addition, all the other partners shall assist the Operating Party with transport and travel within their respective networks, for the affected passengers, crew, and family members as wen as the staff of the Operating Party. 12 MEDIA RESPONSES 12.1 The Operating Party shall manage its own media responses, including setting up itsown local Media Relations Centre atthe crisis site. 12.2 A 

### Marketing Party which has facilities and equipment at the crisis site for local media management shall anow the Operating Party to make use of such facilities, ifrequired bythe Operating Party. 12.3 The Operating Party is solely responsible for the release of all information on the crisis to the media. However, if 

### itis absolutely necessary for the Marketing Partyto issue a statementon the crisis to the media, the Marketing Party shall seek the concurrence ofthe Operating Party before making such a statement. 13 HANDOVER OF DUTIES 

### 13.1 Upon the arrival ofthe Operating Party's Special Assistance team, and when the Team is ready to accept the handover, the Marketing Party's shall hand over the duties and all the documents to the Operating Party's representatives in a systematic manner. The Operating Party's representatives shall acknowledge receipt ofthe documents handed over. 14 CONFIDENTIALITY OF INFORMATION 14.1 When a crisis become known, both the Operating and Marketing Parties shall impound and secure all its documents relating to 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 ofthe crisis, the Marketing Party 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 the media agencies and travel agencies. 14.2 The Marketing Party should re-direct au third party enquiries for information on the affected flight, the affected aircraft, the affected passengers, crew and theirfamilies to the Operating Party. 15 PAYMENTS OF ACTUAL CRISIS MANAGEMENT COSTS INCURRED BY MARKETING PARTIES

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### I. 

### I PUBLIC VERSION

16 JOINTEXERCISE 16.1 The Code-Share Partners shan activate their respective Crisis Management processto conduct a simulated Crisis Management Exercise or m.·eet
...-. . .... -. . . .. .....to
....m.· ··. a.inta···in f. am.ilia.rity

..with
.. each other's systems and**pro-cedUre~ne**theco-ordination processes. 

### SingaporeAirfines**Limite~**

Name: Title;
Date: JoeySeow Vice President Partnersnips

SONXCodeshareAgreement Virgin America

Date: 

### DavidCush President

### & CEO

Page

### sa I f 

# I
f.



### J 1 I------ -------- ---

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### APPENDIX G: Security Requirements to the Codeshare Agreement between Singapore AirJines Limited ("SQ'') and Virgin America ("VX"}with effectfrom 11 December2012.


### 1. SecurityRequirements 

# • • •

2. AppendixAdministration

2.1 The departments responsible forthe administration ofthisAppendix are:

SQNXCodeshareAgreement Page 59PUBLIC VERSION**nn•~•nistrative** contacts, security 

### procedures. SITA/Tel/Fax Operation 

### control centre 

### SIT A/Tel/Fax



### SingaporeAirlines limited Virgin

### America

Name: Title;
Date:

## Joe~r'~eow Vice President Partnerships

SQNX CodeshareAgreement 

### Title: 

### David Cush President &

### CEO

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I

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