BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Application of 

VIRGIN AMERICA INC. 

for a Blanket Statement of Authorization under 

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

) 

) 

) 

) 

) 

) 

) 

DOT-OST-2015-

APPLICATION OF VIRGIN AMERICA INC. FOR A 

BLANKET STATEMENT OF AUTHORIZATION 

Communications with respect to this document should be sent to: 

John Varley 

Senior Vice President & 

General Counsel 

Virgin America Inc. 

555 Airport Boulevard, Suite 500 

Burlingame, CA 940 I 0 

Tel: (650) 762-7108 

jolm. varley@virginamerica.com 

Aprill5, 2015 

Malcolm L. Benge 

Jonathon H. Foglia 

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

888 Seventeenth Street, NW, Suite 700 

Washington, D.C. 20006 

Tel: (202) 298-8660 

Fax: (202) 342-0683 

mlbenge@zsrlaw.com 

jhfoglia@zsrlaw .com 

Counsel for Virgin America Inc. 

NOTICE: Answers to this Application ordinarily would be due by April 24, 2015. Virgin 

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

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

results. 
Application of 

BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

VIRGIN AMERICA INC. 

) 

) 

) 

) 

) 

) 

) 

DOT-OST-2015-

for a Blanket Statement of Authorization under 

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

APPLICATION OF VIRGIN AMERICA INC. FOR A 

BLANKET STATEMENT OF AUTHORIZATION 

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

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

to display the "TK" designator code of Turkish Airlines (Turk Hava Yollari, A.O.) ("Turkish 

Airlines") on flights operated by Virgin America between any points in the United States, in 

conjunction with Turkish Airlines' authorized foreign air transportation of persons, property and 

mail from points behind Turkey via Turkey and intermediate points to a point or points in the 

United States. 

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

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

engage m code-share services (the "Code-Share Agreement"). A copy of the Code-Share 

Agreement is attached hereto (Exhibit A). 1 The carriers plan to initiate the proposed code-share 

services on or about May 13, 2015. Virgin America therefore requests that the Department 

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

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

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

Docket DOT-OST-2015-

April15, 2015; Page 2 

waive its requirement under 14 C.F.R. 212.1 O(d)(2) that requests for statements of authorization 

be filed at least 45 days in advance of the proposed date of implementation. 

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

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

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

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

Virgin America between any U.S. points. 

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

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

property and mail, from points behind Turkey, via Turkey and intennediate points, to a point or 

points in the United States and beyond. See Notice of Action Taken in Docket DOT-OST-2005-

21183 (Mar. 31 , 2014). Virgin America is authorized to engage in interstate air transportation of 

persons, property and mail pursuant to its cetiificate of public convenience and necessity. See 

Order 2007-8-17 (Aug. 17, 2007) ( confinning oral actions and issuing effective certificate 

authority). 

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

consistent with the Air Transport Agreement between the United States and Turkey.2 

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

interest. Indeed, as the Department itself has long recognized: 

Increased international code sharing and other cooperative arrangements can benefit 

consumers by increasing international service options and enhancing competition 

between carriers, particularly for traffic to or from cities behind major gateways. By 

stimulating traffic, the increased competition and service options should expand the 

2 AVIATION TRANSPORT S ERVICES AGREEMENT BETWEEN THE UNITED STATES AND TURKEY 

(signed at New York, N.Y. May 2, 2000), at Art. 8 ~7. 
Application of Virgin America for a Blanket Statement of Authorization 

Docket DOT-OST-2015-

April15, 2015; Page 3 

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

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

increased service opportunities, given their competitive advantages.

3 

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

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

international travelers and shippers. 

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

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

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

regarding the disclosure of code-sharing arrangements to consumers. 

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

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

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

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

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

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

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

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

Docket DOT-OST-2015-

April 15, 2015; Page 4 

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

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

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

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

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

April 15, 2015 

Respectfully submitted, 

Malcolm L. Benge 

Jonathon H. Foglia 

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

888 Seventeenth Street, NW, Suite 700 

Washington, D.C. 20006 

Tel: (202) 298-8660 

Fax:(202)342-0683 

mlbenge@zsrlaw .com 

jhfoglia@zsrlaw .com 

Counsel for Virgin America Inc. 
Appendix A 

Display of Turkish Airlines "TK" Designator Code on Virgin America operated flights: 

Routing: 

From/To Los Angeles, California (LAX) 

Boston, Massachusetts (BOS) 

Chicago, Illinois (ORD) 

Las Vegas, Nevada (LAS) 

New York, New York (JFK) 

San Francisco, California (SFO) 

Seattle, Washington (SEA) 

Washington, D.C. (lAD) 

From/To San Francisco, California (SFO) 

Boston, Massachusetts (BOS) 

Chicago, Illinois (ORD) 

New York, New York (JFK) 

Las Vegas, Nevada (LAS) 

Portland, Oregon (PDX) 

Seattle, Washington (SEA) 

San Diego, California (SAN) 

Washington, D.C. (lAD/DCA) 
CERTIFICATE OF SERVICE 

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

blanket statement of authorization to be served, this 15th day of April, 2015, via email 

transmission, on the following persons: 

francis.heil@aa.com 

howard.kass@aa.com 

robert.wirick@aa.com 

sascha. vanderbellen@delta.com 

sametta.c.bamett@delta.com 

sllunsford@fedex.com 

sharon. pasl ey@fedex. com 

gbleopard@fedex.com 

kevin.montgomery@polaraircargo.com 

peter. beckett@polaraircargo. com 

dan. weiss@united.com 

gmurphy@crowell.com (Counsel for United Airlines) 

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

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

cjsimpson@zsrlaw.com (Counsel for Turkish Airlines) 

david.christofano@dot. gov 

robert. finamore@dot. gov 

brett.kruger@dot.gov 

john.s.duncan@faa .gov 

info@airlineinfo.com 

~""ry:_:a,_.,n~~e"'"m-p-le-to..,.I""''----"'--------
Exhibit A 

Code-Share Agreement 

(Public Version) 
PUBLIC VERSION 

CODE SHARE AGREEMENT 

Between 

VIRGIN AMERICA 

And 

TURKISH AIRLINES INC. 
Article 1 

1.1 

1.2 

Article 2 

2.1 

2.2 

2.3 

Article 3 

3.1 

3.2 

3.3 

3.4 

Article 4 

4.1 

4.2 

Article 5 

5.1 

Article 6 

6.1 

Article 7 

7.1 

7.2 

Article 8 

8.1 

Article 9 

9.1 

9.2 

Article 10 

10.1 

10.2 

Article 11 

11 .1 

11 .2 

11.3 

Article 12 

12.1 

Article 13 

13.1 

13.2 

Article 14 

14.1 

14.2 

Article 15 

15.1 

Article 16 

16.1 

Article 17 

17.1 

Article 18 

18.1 

18.2 

18.3 

Article 19 

19.1 

19.2 

19.3 

19.4.1 

19.4.2 

19.5 

PUBLIC VERSION 

TABLE OF CONTENTS 

Definitions ....................................................................................................... ~-(2 

Defined Terms 

Headings 

Code Share Flights .......................................................................................... 2 

Identification of the Code Share Flights 

Code Sharing 

Product Definition 

General Requirements ..................................................................................... 2 

Operating Authority 

Regulatory Compliance 

Airworthiness 

Disclosure 

Flight Number Publication ............................................................................... ?/3 

Flight Number and Code 

Disclosure of Operating Party 

Schedule Changes ........................................................................................... 3 

Schedule Changes 

Computer Reservation Charges ...................................................................... 3 

Booking Fees 

Payments ......................................................................................................... ~/4 

Prorates 

Revenue Accounting 

Tickets ............................................................................................................. 4 

Endorsement 

Station Procedures and Seat Reservations ..................................................... 5 

Station Procedures 

Seat Reservations 

Claims Procedure and lmmigration ................................................................. 5 

Claims Handling 

Immigration and Customs 

Irregular Flights and Oversales ....................................................................... 5 

Passenger Related Expenses 

Alternate Flight Arrangements 

Aircraft Substitutions 

Policies, Rules and Procedures ....................................................................... 6 

Applicability 

Compliance with Laws ..................................................................................... 6 

Terms of the Agreement 

Action of Parties 

Joint Advertising and Sales Programs ............................................................ 6 

Code Share References 

Promotional Plans 

Communications ............................................................................................. 6 

Communications 

Commercial Names, Products and Logos ....................................................... 6 

Ownership 

Governing Law ................................................................................................ 7 

Governing Law 

Conditions of Carriage ..................................................................................... 1 

Applicable Conditions of Carriage 

Conflict 

Liability 

Liability and lndemnity .................................................................................... ?/8 

Passenger and Baggage 

Employees and Property 

Traffic Documents 

Notice of Claim 

Control of Defense 

Subcontracts 

2 
Article 20 

20.1 

20.2 

Article 21 

21.1 

21.2 

21.3 

21.4 

21.6 

Article 22 

22.1 

Article 23 

23.1 

Article 24 

24.1 

Article 25 

25.1 

Article 26 

26.1 

26.2 

Article 27 

27.1 

27.2 

Article 28 

28.1 

Article 29 

29.1 

29.2 

Article 30 

30.1 

30.2 

Article 31 

31 .1 

Article 32 

32.1 

Article 33 

33.1 

Article 34 

34.1 

Article 35 

35.1 

35.2 

Article 36 

36.1 

Article 37 

37.1 

37.2 

Article 38 

38.1 

Appendices 

Appendix A 

Appendix B 

Appendix C 

Appendix D 

PUBLIC VERSION 

lnsurance ....................................................................................................... 8/9 

Insurance Coverage 

Documentary Evidence 

Term and Termination .................................................................................... 10 

Effective Date of Agreement 

Term of Agreement 

Bankruptcy 

Default 

Liability of Non-Defaulting Party 

Post Termination Rights ................................................................................ 10 

Survival of Obligations 

Confidentiality ................................................................................................ 11 

Confidential Information 

Data Protection .............................................................................................. 11 

Data Protection 

Exclusivity ..................................................................................................... 11 

Third Party Arrangements 

Representations and Warranties .................................................................. ..11/12 

Representations and Warranties 

Survival of Representations and Warranties 

Force Majeure ................................................................................................ 12/13 

Event of Force Majeure 

Right of Termination 

Independent Contractors ............................................................................... 13 

Nature of Relationship 

Waiver ............................................................................................................ 13 

Written Waiver 

Future Performance 

Notices ........................................................................................................... 13/14 

Notices 

Effective Delivery 

Successors and Assignees ............................................................................ 14 

Successors and Assignees 

No Third Party Beneficiary ............................................................................. 14 

Beneficiaries 

Construction .................................................................................................. 15 

Construction of Agreement 

Severability .................................................................................................... 15 

Severability 

Entire Agreement ........................................................................................... 15 

Entire Agreement 

Amendments 

SecuritY .......................................................................................................... 15 

Security Programs 

Service and Safety Standards ........................................................................ 15/16 

Service and Safety Standards 

IOSA Safety Audit 

Counterparts .................................................................................................. ..16 

Counterparts 

Frequency, Schedule Planning and Seat Allotment ............................................. . 

Station Procedures ...................................•........................................................ 

Reservations and Handling Procedures ............................................................. . 

Revenue Accounting Procedures ....................................................................... . 

3 
PUBLIC VERSION 

This Code Share Agreement, executed as of April10, 2015, is 

BY AND BETWEEN: 

VIRGIN AMERICA 

a corporation duly created under the laws of Delaware, USA and having its principle 

office at 555 Airport Blvd, Suite 500, Burlingame, CA 94010, USA 

(hereinafter referred to as "Virgin America" or "VX" ) 

AND: 

TURKISH AIRLINES INC. 

having its principal office at: 

Ataturk Airport, 34149 Yesilkoy - Istanbul 

Turkey 

(hereinafter referred to as "THY" or "TK") 

In this Agreement, either Party may be 

individually referred to as a Party, and collectively referred to the "Parties" respectively. 

4 
PUBLIC VERSION 

WHEREAS, VX and TK wish to enter into a passenger code share arrangement in order to 

offer competitive and cost effective air services and improve the quality of the air services they now 

offer in an attempt to widen consumer choice, all to the benefit of the travelling public; and 

WHEREAS, each Party desires to establish terms and conditions for code sharing whereby 

the Participating Party places its designator code on services operated by the Operating Party as 

permitted under applicable law, regulations and policy; and 

WHEREAS, each Party is willing to perform in the manner and upon the terms and conditions 

hereinafter set forth; 

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions 

herein contained, and other valuable considerations, the receipt and sufficiency of which is hereby 

acknowledged, the Parties hereto, intending to be legally bound, agree as follows: 

ARTICLE 1 

DEFINITIONS 

1.1 Defined Terms. The following terms are defined for the purpose of the Agreement: 

(a) "Agreement" or "Code Sharing Agreement" shall mean this agreement including all 

appendices, as amended from time to time. 

(b) "Code Share Flight(s)" shall mean the flight(s) operated by the Operating Party, which 

also carry the designator code of the Participating Party, on the routes set out in 

Appendix A hereto, as amended from time to time. 

(c) "Code Share Passenger(s)" shall mean the passenger(s) traveling aboard a Code Share 

Flight, using a flight coupon issued under the two-letter designator code of the 

Participating Party. 

(d) "Operating Party" shall mean, with respect to the Code Share Flights, the Party who 

operates such Code Share Flights with its own or leased aircraft. The Operating Party 

under this Agreement is identified in Appendix A. 

(e) "Participating Party" shall mean, with respect to the Code Share Flights, the Party who 

does not operate such Code Share Flights with its own or leased aircraft, but places its 

two-letter designator code on flights of the Operating Party and sells seats on such 

flights. The Participating Party under this Agreement is identified in Appendix A. 

(f) "Conditions of Carriage" shall mean those conditions of contract contained in the tariffs 

and rules of carriage of a Party that govern the transport of its passengers. 

(g) "lATA" shall mean the International Air Transport Association. 

(h) "Business Day" shall mean a workday (Monday-Friday) excluding official public holidays 

and statutory banks holidays in the United States and Turkey. If a due date is not a 

Business Day, then the due date will be the next succeeding Business Day. 
PUBLIC VERSION 

1.2 Headings. The headings contained in this Agreement are inserted purely for ease of 

reference only and do not form an operative part of this Agreement. Accordingly, they shall 

not be used in interpreting the meaning of any provision of this Agreement. 

ARTICLE 2 

CODE SHARE FLIGHTS 

2.1 Identification of Code Share Flights. The Operating Party shall permit the Participating Party to 

use its two-letter designator code and flight numbers to identify and market the Code Share 

Flights to the public on the designated scheduled passenger services operated by the 

Operating Party on the sectors as set out in Appendix A hereto, as amended by mutual 

agreement of the Parties from time to time. 

2.2 Code Sharing. Code sharing means the operation by the Operating Party of Code Share 

Flights for which seats are, additionally, offered by the Participating Party using its own twoletter designator code. 

2.3 Product Definition. The Parties shall make all reasonable efforts to provide the best product to 

Code Share Passengers. The specification and provision of the onboard product offered on 

Code Share Flights shall be the responsibility of the Operating Party. 

ARTICLE 3 

GENERAL REQUIREMENTS 

3.1 Operating Authority. Each Party shall maintain its required operating or selling authorities and 

all other permits, licences, certificates and insurances required by governmental authorities to 

enable the Parties to offer the Code Share Flights covered by this Agreement. 

3.2 Regulatory Compliance. Both Parties shall conduct all Code Share Flights in compliance with 

the requirements of the civil aviation authorities of the United States of America and Turkey, 

and all other applicable governmental regulations. The Operating Party shall operate the 

Code Share Flights with its own or leased aircraft and crews in accordance with and subject to 

its usual business practices and applicable government regulations. 

3.2 Airworthiness. The aircraft shall be supplied by the Operating Party shall be in an airworthy 

and operable condition, duly manned and equipped so as to be fit for the operation of the 

Code Share Flights. The Operating Party's aircraft shall also remain under the technical and 

operational control of the Operating Party at all times and shall be operated in accordance 

with the Operating Party's requirements and procedures. 

3.4 Disclosure. The Participating Party shall ensure that its passengers will be appropriately 

informed of the fact that the Code Share Flights are operated by the Operating Party at the 

time of reservation/ticketing of the Code Share Flights. 

ARTICLE 4 

FLIGHT NUMBER PUBLICATION 

4.1 Flight Number and Code. The Participating Party shall cause the Code Share Flight numbers 

to be published in computer reservations systems (CRS) and global distribution systems 

(GDS) used by travel agents and others in the United States and Turkey, , the Official Airline 

2 
PUBLIC VERSION 

Guide, flight schedules, timetables and other similar publications and advertisements. To 

facilitate the schedule fil ing process, the Operating Party shall supply to the Participating Party 

the necessary schedule details in sufficient time to meet applicable filing deadlines. The 

Parties shall cooperate with each other regarding opportunities to display the Code Share 

Flights on airport flight information display systems, 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 the Participating Party's information. 

4.2 Disclosure of Ooerating Party. The Participating Party shall ensure that the Operating Party is 

clearly identified in all public communications and advertisements concerning the Code Share 

Flights in compliance with any applicable regulations. 

ARTICLE 5 

SCHEDULE CHANGES 

5.1 Schedule Changes. Each Party shall have the unilateral right to modify its schedules, and to 

add or discontinue individual flights or routes, in its sole discretion; provided, however, that 

Operating Party shall give reasonable notice to the Participating Party of such changes 

affecting the Code Share Flights prior to implementing any significant schedule alteration, 

route addition or discontinuation involving the Code Share Flights. 

ARTICLE 6 

COMPUTER RESERVATION CHARGES 

6.1 Booking Fees. The Participating Party shall be responsible for any booking fees charged by 

the vendor of a computer reservation system or global distribution system to the extent the 

booking fee relates to a booking with its designator code in respect of a Code Share Flight. If 

such a fee is billed to the Operating Party, the Participating Party shall reimburse the 

Operating Party for that amount. 

ARTICLE 7 

PAYMENTS 

7.1 Prorates. Each Party shall invoice the other Party through the IAT A Clearing House in 

accordance with its procedures for amounts due pursuant to the Special Prorate Agreement 

made between the Parties in conjunction with this Agreement. 

All payments will be made in USD. 

In case TK or VX is not a member of the lATA Clearing House or if the IAT A Clearing House 

ceases to exist, payments shall be made by direct bank transfer to a bank account specified 

by TK or VX below: 

TK : Bank Name 

Branch Name 

Bank Address 

Account Name 

Account No 

Currency 

IBAN No 

Swift Code 

3 
VX: 

Bank: 

Address: 

Bank Transit No. 

Bank Swift No.: 

Beneficiary: 

Beneficiary Account: 

Instructions: 

PUBLIC VERSION 

Please reference the invoice number 

TK or VX will pay the full amount invoiced and thereby the Party making the payment 

assumes any banking transfer costs arising from such transactions. For the avoidance of 

doubt, all payments by direct bank transfer will be made within--upon receipt of 

the original invoice of the billing Party. If either Party is no longe~of lATA Clearing 

House and in case that any or both of the parties has not paid all or any portion of an amount 

invoiced the due date as established in this then the to 

its outstanding payment obligation more than 

Party has the right but not the obligation to terminate the Anr<>~•m•=>nt 

early termination fee. 

7.2 Revenue Accounting. Revenue accounting procedures in respect of the Code Share Flights 

shall be as set out in Appendix D and the Special Prorate Agreement between the Parties, as 

amended from time to time. 

ARTICLE 8 

TICKETS 

8.1 Endorsement. Tickets issued with the Participating Party's designator code and flight numbers 

for carriage on the Code Share Flights shall be accepted by the Operating Party without the 

necessity for endorsement. 

8.2 Ticket Issuance. The Participating Party shall issue tickets for the Code Share Flights subject 

to the regulations set forth in the lATA Multilateral Interline Traffic Agreement (MIT A), as may 

be amended from time to time. 

8.3 Fares. Fares for air transportation on all Code Share Flights shall be individually established 

by each Party for passengers booked under its respective designator code, subject to 

applicable bilateral air service agreements and applicable laws and regulations . 

4 
PUBLIC VERSION 

ARTICLE 9 

STATION PROCEDURES AND SEAT RESERVATIONS 

9.1 Station Procedures. Station and ground handling procedures shall be set out in Appendix B 

hereto, as amended from time to time. 

9.2 Seat Reservations. Seat reservations on the Code Share Flights shall be effected and 

administered in accordance with Appendix C hereto, as amended from time to time. 

ARTICLE 10 

CLAIMS PROCEDURE AND IMMIGRATION 

10.1 Claims Handling. The Operating Party shall apply its standard procedures for claims handling 

for all passengers on the Code Share Flights. The Operating Party shall bear the costs for 

handling passenger claims of all passengers for matters relating to the operation of the Code 

Share Flights consistent with its claims handling procedures and final claims handling 

authority will be the sole responsibility of the Operating Party. 

10.2 Immigration and Customs. The Parties agree that any and all costs , fines, and penalties 

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

borne by the Party that failed to confirm the passenger documentation at point of departure 

and such Party shall indemnify and hold harmless the other Party for all costs and expenses 

related thereto. 

ARTICLE 11 

IRREGULAR FLIGHTS AND OVERSALES 

11 .1 Passenger Related Expenses. In the event of flight delays, cancellations and other flight 

irregularities as a result of matters within the Operating Party's direct control affecting the 

Code Share Flights the Participating Party shall be notified promptly. Under all arrangements 

undertaken for the convenience of passengers, equal treatment shall be extended to TK and 

VX passengers. 

In case ofii!i anned schedule and/or aircraft changes, cancellation, delays or diversion 

announced prior to the schedule flight departure, the Operating Party will 

inform the art1c1patmg arty promptly, and each Party will be responsible for the reaccommodation of its own passengers on the Code Share Flight. 

In case of flight irregularities such as aircraft cha 

affecting the Code Share Flights announced 

cancellation, delays, or diversions 

prior to the schedule departure 

responsible for the re-accommodation of 

Party's) and their baggage up to their final 

time, the Operating Party or its handling 

all passengers (its own and the Participating 

destination. 

11 .2 Aircraft Substitutions. The Operating Party may substitute from time to time a scheduled 

aircraft type for an alternative aircraft in its fleet and shall in such event advise the 

Participating Party accordingly if the aircraft substitution is made at least--prior to 

departure and results in an impact on the number of passengers that ma orted on 

the Code Share Flight. 

5 
PUBLIC VERSION 

ARTICLE 12 

POLICIES, RULES AND PROCEDURES 

12.1 Applicability. Except where required otherwise in this Agreement or by virtue of any applicable 

law or regulation, the policies, rules and procedures of the Operating Party shall apply to the 

Code Share Flights. 

ARTICLE 13 

COMPLIANCE WITH LAWS 

13.1 Terms of the Agreement. The Parties shall implement this Agreement in accordance with all 

applicable laws and regulations. In the event that any provision of this Agreement is invalid or 

unenforceable under any applicable government rules, regulations or orders of the countries 

of the Parties or other countries concerned, including the European Union or interstate 

conventions and/or arrangements, the Parties shall confer in order to amend the Agreement to 

the extent required or to jointly find a mutually agreeable revision to this Agreement to allow 

the Parties to continue the operation of the Code Share Flights. 

13.2 Action of Parties. Nothing in this Agreement shall require either Party to contravene any law 

or regulation. The Parties hereby confirm that all transportation services and advertising or 

other forms of solicitation in respect of the Code Share Flights shall comply in full with 

applicable laws and regulations. 

ARTICLE 14 

JOINT ADVERTISING AND SALES PROGRAMS 

14.1 Code Share References. The Parties shall include references to the Code Share Flights in 

mutually agreed marketing and promotional materials and activities undertaken in support of 

the Code Share Flights after the effective date of this Agreement. 

ARTICLE 15 

COMMUNICATIONS 

15.1 Communications. The Code Share Flights shall be marketed to the public using both VX and 

TK designator codes and incorporating, where mutually agreed and reasonably appropriate 

and feasible, the various VX and TK trademarks , service marks, logos, and other symbols 

used by VX and TK. 

ARTICLE 16 

COMMERCIAL NAMES, PRODUCTS AND LOGOS 

16.1 Ownership. The Parties reciprocally recognise the property and title of each other in their 

commercial names, products and logos. Except as otherwise permitted under this Agreement, 

neither Party shall use the commercial names, products and logos or code designator of the 

other Party, without the prior written consent of the other Party and then only in the form, style 

and colours specifically permitted. 

6 
PUBLIC VERSION 

ARTICLE 17 

GOVERNING LAW 

17.1 Governing Law. The Parties agree that this Agreement shall be governed by and construed in 

accordance with laws of the State of New York without reference to its conflict of law rules and 

hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in 

the borough of Manhattan, New York, New York for any and all disputes arising under or in 

connection with this Agreement. 

ARTICLE 18 

CONDITIONS OF CARRIAGE 

18.1 Applicable Conditions of Carriage. In relation to the contract between the Participating Party 

and its ticketed passengers that travel on an Operating Party's Codeshare Flights, the 

Participating Party's Conditions of Carriage shall be deemed to cover the transportation of the 

Participating Party's passengers on the Codeshare Flights. 

18.2 Conflict. In the event of a conflict or inconsistency between the Operating Party's Conditions 

of Carriage and the Participating Party's Conditions of Carriage, the Operating Party may 

conduct its services with respect to all Code Share Passengers in conformity with its own 

Conditions of Carriage but shall be liable to the Participating Party's ticketed passengers for 

any breach of contract. 

18.3 Liability. Notwithstanding the provisions of subsections 18.1 and 18.2, the Participating Party 

acknowledges that the Operating Party's liability to the Participating Party under this 

Agreement is limited to that permitted in the Operating Party's own Conditions of Carriage, as 

amended from time to time. And if the Operating Party is obliged to pay more to a Participating 

Party's ticketed passengers that travel on an Operating Party's Codeshare Flights due to 

heavier burdens under the terms and conditions of the Participating Party's Conditions of 

Carriage than it would normally pay in accordance with its own liability regime, then the 

Participating party shall reimburse the Operating Party for such expenses. 

ARTICLE 19 

LIABILITY AND INDEMNITY 

19.1 Passenger and Baggage. The Operating Party shall indemnify and hold harmless the 

Participating Party and its directors, officers, employees and agents from all liabilities, 

damages and claims including all costs and expenses incidental thereto (collectively "Claims) 

which may occur against, be charged to or recoverable from the Participating Party and its 

directors, officers, employees or agents by reason of death or injury to any person, loss of or 

damage to property, including without limitation baggage, cargo or mail or delay resulting 

therefrom suffered by third parties , passengers and non-passengers arising out of or in any 

way connected with the Code Share Flights while such persons or properties are under the 

control or in the custody or being transported by Operating Party, unless due to the gross 

negligence and/or wilful misconduct of the Participating Party, its directors, officers, 

employees and agents. 

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFIT, 

INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNITIVE DAMAGES WHETHER 

OR NOT BASED ON CONTRACT, TORT, WARRANTY CLAIMS OR OTHERWISE IN 

CONNECTION WITH THIS AGREEMENT AND/OR PRODUCTS OR SERVICES PROVIDED 

HEREUNDER. 

7 
PUBLIC VERSION 

19.2 Employees and Property. Each Party shall indemnify and hold harmless the other Party and 

its directors, officers, employees and agents from all liabilities, damages, demands and claims 

including all costs and expenses for any injury to or death of employees of the indemnifying 

Party on duty under this Agreement (except when these are ticketed passengers of the other 

Party), or any loss of or damage to property (including aircraft) of the indemnifying Party 

resulting from , arising out of or in any way connected with the Code Share Flights except to 

the extent due to the gross negligence or willful misconduct of the other Party or any of its 

directors, officers, employees or agents. 

19.3 Traffic Documents. Each Party shall assume the entire responsibility for the issuance of its 

own traffic documents and the reservation of space, and shall indemnify the other Party, its 

directors, its officers, employees and agents against all liabilities, damages, demands and 

claims including all costs and expenses arising therefrom, provided that such indemnification 

shall not cover claims caused by the gross negligence or wilful misconduct of the other Party 

or any of its directors, officers, employees or agents. 

19.4.1 Notice of Claim. Each Party undertakes to advise the other Party of any claim, action or 

proceeding that is presented to or instituted against it in respect of matters to which the 

indemnities in subsections 19.1 or 19.3 above are applicable and the Parties agree to cooperate in the resolution , settlement or defense thereof. 

19.4.2 Control of Defense. For the avoidance of doubt, the indemnified Party shall allow the 

indemnifying Party, if the indemnifying Party so requests, to conduct and control the defence 

of such claims and any related settlement negotiations. 

19.5 Subcontracts. If the Operating Party subcontracts the operation of a service to a third Party, 

the liability of the Operating Party shall remain unaffected, and the Operating Party will ensure 

that an indemnity clause similar to subsection 19.1 and similar insurance requirements with no 

less stringent conditions and complying in all respects with Article 20 are included in the 

subcontract. 

19.6 EXCLUSIONS. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, 

INCIDENTAL OR CONSEQUENTIAL, PUNITIVE DAMAGES, INCLUDING LOST 

REVENUES, LOST PROFITS, OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, 

WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON CONTRACT, 

TORT, WARRANTY CLAIMS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, 

AND/OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, AND EACH PARTY 

HEREBY RELEASES AND WAIVES ANY CLAIMS AGAINST THE OTHER PARTY 

REGARDING SUCH DAMAGES. 

ARTICLE 20 

INSURANCE 

20.1 Insurance Coverage. During the term of this Agreement, the Operating Party shall procure 

and maintain the following insurances in respect of the Code Share Flights, as contemplated 

by this Agreement: 

(a) Aircraft Hull All Risks and Hull War and Allied Perils Insurances for the aircraft 

operated and shall cause its insurers to waive any and all rights of subrogation 

against the other Party, its officers, employees, and agents to the extent the 

Participating Party, its officers, agents and employees is entitled to indemnification. 

8 
PUBLIC VERSION 

(b) Operating Party shall obtain, maintain and keep in full force and effect at its own cost 

and expense Aircraft Third Party (including AVN52E, War Risk Insurance), Legal 

Liability insurance to be accepted by the other party in line with prudent airline aviation 

industry standards for airlines of similar size operating passenger aircraft of similar 

types on similar routes for each occurrence. 

(i) include the other Participating Party, its officers , employees and agents as 

additional insureds (the "Additional Insureds") except to the extent claims are due to 

the willful misconduct or gross negligence of the other Participating Party its officers , 

agents and employees. 

(ii) provide that the insurance shall operate in all respects as if a separate policy had 

been issued covering the Participating Party insured hereunder. Notwithstanding the 

foregoing, the total liability of the Operating Party in respect of any and all Additional 

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 Insureds. 

(iv) provide that the Additional Insureds shall have no responsibility for any premium 

and the Operating Party shall waive any rights of set-off or counter-claim against the 

Additional Insureds. 

(v) provide that the insurance coverage afforded to each Additional Insured 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 of any term, 

condition or warranty of the policy provided that the Additional Insured 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 

Insureds by the giving of not less than --notice in writing except that with 

~ect to war and allied perils cove~iod of notice shall be -

- or such lesser period as may be customarily available. 

The Operating Party shall obtain, maintain and keep in full force and effect at its own 

cost and expense Passenger, Baggage, Cargo and Mail Legal Liability insurance to 

be accepted by the Participating Party in line with prudent airline aviation industry 

standards for airlines of similar size operating passenger aircraft of similar types on 

similar routes for each occurrence; provided that, if the Operating Party does not offer 

Cargo or Mail services, it shall not be required to maintain legal liability insurance for 

those services. 

20.2 Documentary Evidence. Certificates of Insurance evidencing rnrnnli::. 

be made available by Operating Party to the Participating Party 

flight hereunder and prior to each and every renewal of such insu 

9 
PUBLIC VERSION 

ARTICLE 21 

TERM AND TERMINATION 

21 .1 Effective Date of Agreement. Subject to any required government approvals, this Agreement 

shall become effective upon the date of signature by both Parties and shall apply to all flights 

operating on/after May 27, 2015. 

21.2 

21 .3 

21 .4 

21.5 

21 .6 

In the event of termination of the Bilateral Interline 

between the Parties, this Agreement shall terminate 

(BIETA) 

Bankruptcy. Either Party may terminate this Agreement with immediate effect if any action is 

taken by the other Party for the dissolution, bankruptcy, winding-up, liquidation or 

reorganization of such Party (except for the purposes of an amalgamation or reconstruction 

while solvent or for Chapter 11 reorganization) or for the appointment of a receiver, trustee, 

administrator or similar officer of the other Party or any of its assets. 

AOC Cancellation. Either Party may terminate this Agreement with immediate effect if the 

other Party's Air Operators Certificate or International Air Services Licence or any equivalent 

or replacement certificate or licence is suspended, revoked or expires without being replaced; 

or in the event any requisite government approval, authority, licence or permit necessary for 

the operation of the Code Share Flights is revoked or withdrawn. 

Default. Any default of this Agreement which is not remedied within --of receipt 

of written notice of such default shall give the non-defaulting Party ~inate this 

Agreement with immediate effect. 

Liability of Non-Defaulting Party. In the event of termination under this Article, the terminating 

Party shall not be liable for any expenses, costs or damages of any kind incurred by the other 

Party as a consequence of such termination or any compensation by reason thereof as long 

as the Party terminating this Agreement has following the procedures specified herein, 

including any required advance notice of termination in accordance herewith. Such termination 

shall be without prejudice to the accrued rights and liabilities of either Party prior to 

termination. 

ARTICLE 22 

POST TERMINATION RIGHTS 

22.1 Survival of Obligations. The termination of this Agreement by either Party shall not absolve 

either Party from the obligations accrued prior to that termination. Confidentiality and other 

obligations that are of a continuing nature, and accrued contractual rights and obligations, 

shall survive the termination of this Agreement. 

10 
PUBLIC VERSION 

ARTICLE 23 

CONFIDENTIALITY 

23.1 Confidential Information. Save as required to make the requisite filings with the respective 

government authorities, the Parties shall maintain the confidential nature of this Agreement, and shall 

not disclose its contents to any third party except in any proceeding to enforce any provision of this 

Agreement or when otherwise required by law or government order, unless prior written consent of the 

other Party has been given. The foregoing confidentiality obligations shall also apply to all proprietary 

information or data received from the disclosing Party in connection with this Agreement that would 

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

details, and the Parties respective operations disclosed or acquired pursuant to this Agreement. In all 

cases, the Parties shall be responsible for any breach of confidentiality by their respective employees, 

officers, directors, or retained agents, advisors or third parties. Upon termination of this Agreement, 

each Party shall ensure that any and all confidential information (including, copies and other materials 

provided by the other Party) are destroyed or immediately returned to the other Party. 

ARTICLE 24 

OAT A PROTECTION 

24.1 Data Protection. Each Party acknowledges and agrees that any transfer of personal data 

relating to customers from one Party to the other Party shall be made only if the transfer is 

necessary to perform a contract with the relevant customer, to perform any other contractual 

obligation which is in the interests of the relevant customer, has been consented to by the 

relevant customer, or is otherwise permitted under applicable laws. Any personal data so 

transferred shall be treated in a manner consistent with all applicable laws, including data 

protection laws. 

ARTICLE 25 

EXCLUSIVITY 

25.1 Third Party Arrangements. This is a non-exclusive Agreement and does not prevent either 

Party from entering into or maintaining existing marketing arrangements or code share 

arrangements with any other third party. 

ARTICLE 26 

REPRESENTATIONS AND WARRANTIES 

26.1 Representations And Warranties. Each Party represents and warrants to the other Party as 

follows: 

(a) Organizations and Warranties of the Parties. It is duly incorporated and a validly 

existing corporation in good standing and has the requisite powers and authorities to 

own, operate and lease the properties and assets it now owns, operates and leases 

and to conduct its business as it is now being conducted. 

(b) Authority Relative to this Agreement. It has the corporate powers and authorities to 

enter into, execute and deliver this Agreement and to consummate the transactions 

contemplated hereby in accordance with the terms hereof. The execution and 

delivery of this Agreement and the consummation of the transactions contemplated 

hereby has been duly authorized by all necessary corporate action on its own behalf. 

This Agreement has been duly and validly executed and delivered and is, assuming 

due execution and delivery by the other Party thereof and that the other Party has full 

II 
PUBLIC VERSION 

legal power and right to enter into such agreements or instruments, a valid and 

binding obligations of it, enforceable against the other Party in accordance with its 

terms, except that such enforceability shall be limited by applicable bankruptcy, 

insolvency, reorganization, moratorium, or other similar laws affecting the rights of 

creditors generally or the application of general principles of equity, regardless of 

whether in a proceeding at law or in equity. 

(c) No Violations. Neither the execution nor delivery of this Agreement by it, nor the 

consummation by it of the transaction contemplated hereby: 

(1) conflicts with or results in a breach of, or constitutes a default (or gives rise to any 

right to termination, cancellation or acceleration) under any of the terms, 

conditions or provisions of: 

i) the Certificate of Incorporation or By-Laws of it; 

ii) any indenture, mortgage, lease, deed of trust, pledge, loan or credit 

agreement, employee benefit plan, collective bargaining agreement, 

or any other similar contract to which it is party; or 

iii) any judgement, order, writ, injunction or decree of any domestic or 

foreign court or governmental agency, other than, in the case of (i) 

and (ii) above, those conflicts , breaches or default which, in the 

aggregate, would not reasonably be expected to have a material 

adverse effect on the operations contemplated by this Agreement 

("Adverse Effect"), or 

(2) violates or conflicts with any federal, state, local, or foreign law, rule, or 

regulation to which it is subject, other than those violations or conflicts which, 

in the aggregate, would not reasonably be expected to have an Adverse 

Effect. 

(d) Approvals and Consents. To its best knowledge, no notice to, filing or registration 

with, or permit, authorization, consent or approval of any governmental agency or third 

party is necessary or required to be made or obtained by it in connection with the 

execution and delivery of this Agreement other with the U.S. Department of 

Transportation . 

26.2 Survival of Representations and Warranties. Each representation and warranty made by each 

Party to this Agreement shall be valid at the time of the execution of this Agreement. 

ARTICLE 27 

FORCE MAJEURE 

27.1 Event of Force Majeure. Neither Party shall be responsible for failure to perform any of its 

obligations under this Agreement, other than its obligations under Article 7 hereof, when such 

failure is due to any strike, lockout, labour dispute, war or civil commotion, threatened or 

actual terrorism, war, riot, internal disturbance, blockade, insurrection, accident to the aircraft, 

natural calamity (including without limitation excessive or unusual weather conditions), 

disruption of communication, law, decree, judgement or other government action, epidemics 

or quarantine restrictions, or any other cause beyond the control of the non-performing Party 

that renders its performance hereunder impossible. 

12 
PUBLIC VERSION 

27.2 Right of Tennination. In the event that the condition that has given rise to the failure of 

iiance under Article 27.1 cannot be remedied by the non-performing Party, within -

from the occurrence of the event, then the other Party, after consultations, sha~ 

g to terminate this Agreement without further obligaiiiiion or liabilit to the non-perfonning 

Party, subject to a notice in writing to that effect given prior to tennination. 

Such tennination shall be without prejudice to the accrue ng s an 1a ilities of either Party 

prior to its tennination. 

ARTICLE 28 

INDEPENDENT CONTRACTORS 

28.1 Nature of Relationship. The Parties hereby confinn that they are independent contractors and 

nothing herein is intended or shall be construed to create or establish a partnership or joint 

venture. Accordingly, subject to Article 19, each Party shall assume its own liabilities and 

responsibilities and shall indemnify and hold harmless the other Party regarding any claims, 

demands or any other actions related to taxes, labor relations, sub-contractors and agents. 

ARTICLE29 

WAIVER 

29.1 Written Waiver. At any time, to the extent pennitted by law, any term or provision of this 

Agreement may be waived in writing by the Party, which is entitled to the benefits thereof. 

29.2 Future Performance. The waiver of any term or condition of this Agreement shall not 

constitute a waiver of any subsequent default or preclude such Party from thereafter 

demanding performance thereof according to the terms hereof. 

ARTICLE 30 

NOTICES 

30.1 Notices. All notices, demands, consents, approvals and any other communication required or 

permitted under this Agreement shall be in writing and shall be delivered to the respective 

head offices of the Parties at: 

In the case of: 

With a copy to: 

VIRGIN AMERICA 

555 Airport Blvd Suite 500 

Burlingame, CA 94010 

USA 

VIRGIN AMERICA 

555 Airport Blvd Suite 500 

Burlingame, CA 94010 

USA 

Telephone

Attention: L~ 

--

13 
In the case of: 

With a copy to: 

PUBLIC VERSION 

Turkish Airlines Inc. 

Genel Yonetim Binas1 

AtatUrk Havaliman1 Kar!iiSI 

34149 Ye!iilkoy- 1ST ANBUL - TURKiYE 

Attention :--

Manager, ~and Agreements 

The Americas & E.Europe 

Any change to the above addresses or numbers shall be notified to the other Party as soon as 

possible. 

30.2 Effective Deliverv. If not hand delivered, such notices shall be delivered by prepaid registered 

mail or express courier (receipt confirmed). Notices shall be deemed to be delivered on the 

day of the receipt. 

Any change in address shall be informed at least-- before the change. If the 

Party does not inform the change in due time, any ~nt to the previous address 

(receipt confirmed) shall be deemed properly given. 

ARTICLE 31 

SUCCESSORS AND ASSIGNEES 

31 .1 Successors and Assignees. This Agreement shall be binding upon and inure to the benefit of 

the Parties hereto and their respective successors and permitted assigns (which shall include 

any successor by merger, amalgamation, consolidation, or purchase of substantially all the 

assets of either Party); provided, however, that save as provided in Article 19.5, neither this 

Agreement nor any of the rights, interests or obligations hereunder may be assigned by any 

Party hereto without the prior written consent of the other Party. Any assignment or transfer, 

without such written consent, shall be null and void and of no force or effect. 

ARTICLE 32 

NO THIRD PARTY BENEFICIARY 

32.1 Beneficiaries. Nothing in this Agreement is intended, or shall be construed, to confer upon or 

give any person other than the Parties hereto and their respective successors and permitted 

assigns, any rights, privileges, benefits or remedies under or by reason of this Agreement. 

14 
PUBLIC VERSION 

ARTICLE 33 

CONSTRUCTION 

33.1 Construction of Agreement. This Agreement shall not be construed against the Party 

preparing it, but shall be construed as if both Parties jointly prepared it and any uncertainty or 

ambiguity shall not be interpreted against either Party. 

ARTICLE 34 

SEVERABILITY 

34.1 Severability. Each provision of this Agreement shall be valid and enforced to the fullest extent 

permitted by law. The invalidity or unenforceability of any provision of this Agreement shall 

not affect the validity or enforceability of any other provision. 

ARTICLE 35 

ENTIRE AGREEMENT 

35.1 Entire Agreement. This Agreement including the Appendices set forth the entire agreement 

and understanding between the Parties as to the subject matter hereof, and supersedes all 

prior discussions, agreements and understandings concerning the code share arrangements 

between the Parties. 

35.2 Amendments. Unless otherwise stated in this Agreement, this Agreement may not be 

amended except by an agreement in writing duly executed by authorized representatives of 

both Parties. 

ARTICLE 36 

SECURITY 

36.1 Security Programs. In the operation of its services, the Operating Party may utilise its own 

security programs, or those imposed by government authorities. In undertaking these 

programs, the Operating Party may interview passengers , x-ray baggage, and perform such 

other functions as it may choose in its sole discretion. VX and TK agree to co-operate in all 

matters pertaining to security procedures, requirements and obligations in respect of all points 

to or from which these services operate subject to the requirement to obtain any appropriate 

government approval. 

ARTICLE 37 

SERVICE AND SAFETY STANDARDS 

37.1 Service and Safety Standards: The Parties will cooperate with each other to help ensure that 

the services provided to customers in connection with the Code Share Flights under this 

Agreement will be operated with a high quality of service and consistent with the 

internationally accepted standards of safety. 

37.2 IOSA Safety Audit: The Parties shall use best efforts in order to comply with the principals 

and requirements of the lATA Operational Safety Audit. Each Party (in each case, as 

"Inspecting Party") reserves the right to make its own audit of the flight operation of the other 

Party (in each case, as "Inspected Party"), irrespectively whether the Inspected Party holds a 

valid IOSA certification or not, always subject and conditional upon the Inspecting Party 

furnishing to the Inspected Party a prior written notice of a planned audit describing assumed 

time, place, subject and duration of such audit and the Inspected Party giving its written 

15 
consent to it (provided that. such consent shall not to be unreasonably withheld). The 

Inspecting Party shall indemnify and keep thP. Inspected Party harmless against any losses. 

costs. charges. expenses. interest, fees (including , without limitation. legal fees). payments, 

demands, liabilities. claims, actions, proceedings, penalties. damages. adverse judgments. 

orders or other sanctions that may be Incurred by the Inspected Party m connection with and 

(or) as a resull of the audit and. above lhe aforementioned. the !nsper:ling Party further 

replesents to the Inspected Party that no adverse effi!cl on the Interested Party's operations 

shall take place with and (or) as a result such audit. 

ARTICLE 38 

COUNTERPARTS 

38 1 Counterparts This Agreement may be executed simultaneously in counterparts. each ol 

which shall be deemed to be an original. but all of which together shall const itute one and the 

same instrument. 

By 

IN WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed by 

the1r duly CI\Jthorized representatives as of the date f1rst indicated above 

Signed on behalf of 

VIRGIN AMERICA 

:: 'l' lt-l. ' ~-~~t~~~~L~dz ........ . SVP Planning & Sales 

\1 \ - ,I: \>.1 .. \ '2015 

16 

Signed on behalf of 

TURKISH AIRLINES INC. 

I ' \ *

. \ r-, (' 

By, ~~A~L '!" I' lc- Ozlem SAlJHOGLU '/ C1 r.bl "1 

SVP, International Relations and 

All iances 

rAR Ill A--MJ- ~;~:t-~~-~---······ ·· , o /f., 1 Zo·,- Chief Investment and Technology Officer 

.,2015 

PUBLIC VERSION 
PUBLIC VERSION 

APPENDIX A 

FREQUENCY, SCHEDULE PLANNING 

to the Code Sharing Agreement between Virgin America Inc. and Turkish Airlines Inc. 

1. Automated Free-sale Arrangement 

Subject to all necessary regulatory approvals, Turkish Airlines, as the Participating Party, shall 

display its two-letter designator code ("TK") on Virgin America, as the Operating Party, for Code 

Share Flights in respect of the following routes: 

1.1 Routes and Flights operated by TK 

None 

1.2 Routes and Flights operated by VX 

Los Angeles-Seattle v.v. Chicago- Los Angeles v.v. 

Los Angeles-Las Vegas v.v. Chicago- San Francisco v.v. 

San Francisco-Seattle v.v. Washington- Los Angeles v.v. 

San Francisco- Portland v.v. Washington- San Francisco v.v. 

San Francisco- Las Vegas v.v. Boston-Los Angeles v.v. 

San Francisco- San Diego v.v. Boston-San Francisco v.v. 

New York- Los Angeles v.v. Los Angeles-San Francisco v.v. 

New York-San Francisco v.v. 

1.3 The Parties may, by mutual consent, amend the Code Share Agreement, to add, discontinue, or 

substitute one or more city pairs on which they are or will operate Code Share Flights in accordance 

with the terms of this Agreement. 

2. Code Share Schedule Operations 

2.1 The Parties shall: 

(a) establish a dedicated flight number range for use by Virgin America and Turkish Airlines for use 

on the Code Share Flights; and 

(b) establish an automated transfer of flight schedule information between both Parties to allow 

efficient loading of the Code Share Flights prior to filing with OAG and lnnovata. Development 

to be done prior to or at the time of freesale automation; and 

(c) establish a communication procedure to advise the other Party of passenger reaccommodation 

plans in the event of schedule changes involving a Code Share Flight. 

3. Schedules and Equipment Changes 

3.1 The Operating Party shall inform the Participating Party by SSIM exchange, telex or e-mail of any 

planned schedule changes or major aircraft substitutions it may be required to make from time to 

time, as soon as reasonably possible to the following services: 

TK to VX: Scheduling Department 
PUBLIC VERSION 

VX to TK: 

Email 

Scheduling Department 

Manager 

4. Appendix Administration 

Em 

4.1 The departments responsible for the administration of this Appendix are: 

VX: Network Planning Email: 

TK: lnt'l Relations and Agreements 

(Europe and The Americas) 

SIT A: 

Email: 
PUBLIC VERSION 

APPENDIX B 

STATION PROCEDURES 

To the Code Sharing Agreement between Virgin America Inc. (VX) and Turkish Airlines Inc. 

(TK): 

1. Ground Handling 

1.1 The Operating Party shall be responsible for providing ground handling facilities and 

shall be charged for all costs attributable to handling as set out in the respective ground 

handling agreements between the Parties and their agent(s), or between the Parties 

(where the Participating Party is providing ground handling services to the Operating 

Party). 

1.2 The Operating Party's general regulations and special handling charges shall be 

applied to the Code Share Flights including but not limited to cabin baggage, sporting 

equipment, unaccompanied minors, passengers with reduced mobility, medical cases, 

animals in cabin and cargo compartments, deportees, etc. unless otherwise agreed. 

2. Check-In Procedures 

2.1.1 VX shall check-in TK passengers using either the operational VX flight number or the 

TK participating flight number. The Operating Party's flight number will appear on 

boarding cards and the Operating Party's flight number will appear on baggage tags for 

all non-stop and multi-sector Code Share Flights (including through check-in). 

2.1.2 TK shall check-in VX passengers using either the operational TK flight number or the 

VX participating flight number. Both Operating Party's flight number and Participating 

Party's flight number will appear on boarding cards; but only the Operating party's flight 

number will appear on baggage tags for all non-stop and multi-sector Code Share 

Flights (including through check-in). 

2.2 For each class, the acceptance sequence for "revenue passengers" shall be: 

(1) Confirmed (OK) passengers ; 

(2) Confirmed passengers on standby; 

(3) No Recorded (NOREC) passengers; 

(4) Waitlisted (WL) passengers; 

(5) Go-Show (GOSHOW) passengers. 

2.3 Both Parties agree to implement Inter Airline Through Check-In (IATCI) procedures and 

protocol to facilitate the efficient handling of Code Share Passengers connecting 

between Code Share Flights. 

3. Baggage Handling 

Baggage allowances are to be discussed, clarified and defined on a multilateral level for 

a long-term solution. Unless otherwise agreed, the following shall apply to baggage 

handling. 

3.1 Baggage Allowances 

All baggage should be through checked-in to the final destination according to lATA 

recommended practice. If another airline is involved in whole journey; the most 

significant carrier's (MSC) free baggage allowance rule will be applied. 

Excess baggage charges on interline acceptance (IATCI) shall be processed according 

to the lATA Resolution 302. 
PUBLIC VERSION 

3.1.1 Checked/Hold Baggage 

Virgin America (VX): 

Not applicable. 

Turkish Airlines Inc. (TK): 

I PIECE CONCEPT 

12.1. Baggage allowance in the flights starting with TK 

STATUS PIECE MAX WEIGHT MAX DIMENSIONS 

Business 

Class 2 pieces 32 kg 158 em. 

Comfort 

Class 2 pieces 23 kg* 158 em . 

Economy 

Class 2 pieces 23 kg* 158 em. 

1 piece + 1 foldable 

pushchair/stroller 

Infant 23 kg 115 em. 

Elite Plus +1 piece of extra baqqaqe allowance 

Elite +1 piece of extra baggage allowance 

Classic Plus No extra baggage allowance 

Classic No extra baggage allowance 

*Free baggage allowance (free of charge) may vary depending on the ticket fare 

regulations. 

-Any baggage exceedmg 23 kg must be tagged w1th a heavy baggage tag. 

-Any single piece baggage exceeding 32 kg shall not be accepted. 

-Wheelchair or medical equipment required to be carried by the passengers shall be 

carried in cargo compartment (hold) free-of-charge upon weighing and identifying the 

same to the system on condition that the disabled passenger travels on the same 

flight. 

3.1.2 Cabin/Hand Baggage 

Virgin America (VX): 

VX allows piece of cabin baggage up to 30 pounds. In addition, passengers are allowed one 

personal item such as a purse, laptap bag, or briefcase. 

Turkish Airlines Inc. (TK): 

Unless otherwise stated in adherence to local government rules, TK allows 2 pieces of cabin 

baggage for business class, and 1 piece of cabin baggage for economy class, to fit in overhead 

bins or under the seat. All passengers may carry one personal item such as a small handbag, 

purse, small briefcase, laptop (in a thin satchel) or baby-changing bag. Personal items are 

accepted at TK's discretion. Hand baggage must be no larger than 23X40X55cm. 
PUBLIC VERSION 

MAX WEIGHT MAX DIMENSIONS 

STATUS PIECE (each piece) (each piece) 

Business/First Class 2 pieces 8 kg 23x40x55 em. 

Comfort Class 1 piece 8 kg 23x40x55 em. 

Economy Class 1 piece 8 kg 23x40x55 em. 

4. Staff Travel 

4.1 Unless othervvise provided by relevant agreements between the Parties, The 

Participating Party shall not be entitled to ticket travel industry non-revenue or 

discounted (i.e AD, ID etc.) travel on the Code Share Flights. 

5. Counter and Gate Signage 

5.1 VX shall endeavour to display the designator and flight numbers of both airlines on 

public information boards etc., where permissible and feasible. 

6. Irregularity Handling 

6.1 Flight Irregularities 

To the extent possible, in the event of major flight delays or major cancellations, the 

Operating Party shall provide prompt advice to the following services : 

TK to VX: Telephone: 

VX to TK: 

Telephone: 

6.1.1 In case of j:>lanned schedule and/or aircraft changes, cancellation, delays or diversion 

announced ---prior to the schedule fl ight departure, both sides will 

inform each~ 

Such messages shall be sent to: 

VX to TK: 

E-mail: 

TK to VX: N/A 

Each airline will be responsible for the re-accommodation of its own passengers. 
6.1 .2 

PUBLIC VERSION 

In case of- i ht irre ularities such as aircraft changes , cancellation, or diversion 

announced prior to the schedule departure time, both sides will inform 

each other y message o: 

VX to TK: 

E-mail 

TK to VX: N/A 

The Operating Party or its handling agent will be responsible for the re-accommodation 

of all passengers (its own and the Participating Party's) and their baggage up to their 

final destination. 

6.1.3 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. 

6.2 Emergency Procedures 

6.2.1 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: 

TK to VX: 

Tel: 

VX to TK : 

Tel: 

Fax: 

6.2.2 Should a major incident or accident occur, the Participating Party must be immediately 

contacted at the services in 6.2.1 above. In such cases, the emergency procedures of 

the Operating Party shall apply. 

6.2.3 The Participating Party shall not issue any information to the media on the status of the 

emergency, unless jointly released with the Operating Party or otherwise agreed by 

both Parties. 

6.2.4 Whenever necessary, the Operating Party will co-ordinate with the Participating Party all 

rescue efforts. 

6.2.5 Primary emergency contact details (NOT FOR PUBLIC DISCLOSURE) will be 

exchanged between the Parties as per below: 
PUBLIC VERSION 

6.3 Denied Boarding 

In recognition of the fact that Code Share 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-off times. The Operating Party shall apply its own denied 

boarding compensation policy for all passengers of the Code Share Flights, 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. 

6.4 Involuntary Rerouting 

Procedures in accordance with IAT A Resolution 735d. 

Code Share Passengers shall be re-booked primarily onto alternative VX or TK 

services. 

7. Missed Connections 

7.1 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 

Participating 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 and meals 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. 

8. Baggage Handling and Irregularities 

8.1 The Operating Party shall absorb costs for delivery, replacement and temporary 

settlement and handle such irregularities according to the Operating Party's procedures , 

unless the Participating Party is at fault for such irregularities or unless the Participating 

Party provides such services through a ground handling agreement to the Operating 

Party, in which event the terms of that agreement shall apply, notwithstanding Articles 4 

and 5 of lATA Resolution 780e. 

8.2 Baggage handling and settlement of baggage handling claims shall be in accordance 

with existing tariffs and the Trade Practice Manual of the Air Transport Association or 

the lATA Resolution and Recommended Practices Manual, whichever applies, in the 

current version. 

8.3 Both Parties agree to jointly set baggage performance standards and review 

performance on a regular basis at stations operating Code Share Flights to ensure the 

most efficient and cost effective handling and delivery of transfer baggage. 

9. Document Control 

9.1 Document control to be performed to final destination. The Party that is at fault for the 

failure to review and confirm required passenger documentation shall absorb any fines, 
PUBLIC VERSION 

unless the Participating Party provides such services through a ground handling 

agreement to the Operating Party in which event the terms of that agreement shall 

apply. 

10. Frequent Flyer Program 

10.1 Conditions and benefits for the acceptance of the members of both Parties' frequent 

flyer programs shall be in accordance with the terms set out in a reciprocal frequent 

flyer program agreement between the Parties. 

11. Airport Lounges 

The use of airport lounges will be subject to the mutual agreement of the Parties. 

12. Appendix Administration 

12.1 The departments responsible for the administration of this Appendix are: 

VX: 

TK: lnt'l Relations and Agreements 

(The Europe) 

SIT A: 
PUBLIC VERSION 

APPENDIX C 

RESERVATIONS AND HANDLING PROCEDURES 

to the Code Sharing Agreement between Virgin America Inc. (VX) and Turkish Airlines Inc. (TK): 

1. Flight Reconciliation/Post Flight Messages 

1.1 The Operating Party shall provide a flight close out message outlining the number of passengers 

carried (adults and infants), the number of no-shows and go-shows within- of each station 

flight departure to the following addresses: 

TK to VX: 

VX to TK: 

SITA:. 

SIT A 

2. Special Passenger Requirements 

The Parties will establish procedures for handling the following special passenger requirements, 

as mutually agreed through dynamic PNR exchange: 

2.1 TK customers and VX customers may enjoy special service products - SSR - on the Codeshare 

Flights according to rules and regulations to be currently discussed and agreed between TK and 

VX specialists. 
PUBLIC VERSION 
PUBLIC VERSION 
PUBLIC VERSION 
PUBLIC VERSION 

.. 
PUBLIC VERSION 

.. 
.. 

I 

I 

I 

PUBLIC VERSION 
PUBLIC VERSION 

I 

2.2 Meal Services (SPMLs) 

SPML offered by VX: VX does not offer SPMLs. 

3. Special Service Request (SSRs) 
PUBLIC VERSION 

3.2 For all services that have to be confirmed on request, the message shall be submitted to the 

Operating Party: 

TK to VX: 

4. Minimum Connection Times (MCT) 

will be mutually agreed by the Parties. 

5. Duplicate PNR Checking and Cancellation 

Handling of Duplicate Bookings of the Participating Party: 
PUBLIC VERSION 

In the event that a duplicate PNR is detected by the Operating Party, the Operating Party will not 

cancel the marketing PNRs but shall notify such duplication to the Participating Party and request 

the Participating Party to cancel the duplicate segment by adding SSR OTHS informing duplication 

in the PNR and send TTY messages to the Participating Party. 

When TK is the Participating Party, VX will inform 

automated OTHS message to the TK RLOC. 

and also send an 

Handling of Duplicate Bookings between the Participating Party and the Operating Party: 

In the event that the Operating Party detects duplicated booking of Participating Party against those 

of the Operating Party, the Operating Party shall not cancel Participating Booking and shall apply 

the following procedures: 

Send warning message to Participating Party to perform duplicate checking. 

When TK is the Participating Party, VX shall inform 

internal dupe-check procedure. 

6. Ticketing Time Limit (TTL) 

to control the TKAll bookings sold by Participating Party shall be subjected to ticketing time limit checks of the 

Participating Party's reservation system. 

7. Flight Firming 

The Participating Party will perform flight firming for the marketing flight reservation by using its own 

procedures. In case there is a high number of no show resulted from the insufficient action by the 

Participating Party, the Operating Party can request the Participating Party to perform the flight 

firming and the Participating Party shall fully cooperate with the Operating Party in order to reduce 

the high number of no show passengers. 

In such case the firming request should be forwarded by e-mail to: 

TK: 

8. Termination 

8.1 In case of termination of this Agreement under Article 21 , bookings already confirmed prior to the 

date of notice of termination shall be respected and honoured by the Parties. 

9. IT Support 

9.1 Both Parties shall advise the following services for the purposes of dealing with any IT/systemrelated operational issues that may arise from time to time affecting Code Share Flights. 

TK to VX: Telephone: 
PUBLIC VERSION 

VX to TK: Birol Durak 

Manager, Reservation 

System Management 

10. Appendix Administration 

SIT A: 

E-mail: 

10.1 The departments responsible for the administration of this Appendix are: 

VX: Adam Green 

Email: 

TK: Commercial Agreements 
PUBLIC VERSION 

APPENDIX D 

REVENUE ACCOUNTING PROCEDURES 

to the Code Sharing Agreement effective as of April 10, 2015, between Virgin America (VX) and 

Turkish Airlines (TK): 

1. Revenue 

1.1 The Operating Party shall retain all flight coupons for processing and all flown revenue derived 

from those flight coupons shall accrue to the Operating Party, subject to the terms and conditions 

of the Special Prorate Agreement or the lATA Multilateral Interline Agreement between the 

Parties, as applicable. 

1.2 In the event that the OP (Operating Party) uplifts flight coupons issued by a third party ticketing 

carrier that are closed to the flight of the MP (Participating Party), the OP may directly bill the 

ticketing carrier (Code share and SPA conditions agreed between the OP and MP will not be 

applicable in such cases) without recourse to an endorsement from the MP. This clause shall 

constitute an endorsement waiver agreement for the purposes of RAM A3 1.3.4 and copy of this 

clause may be supplied to the ticketing carrier if requested . If the Operating Party does not have 

any Multilateral Interline Traffic Agreements (MIT A) with issuing airline, such ticket that is uplifted 

will be billed directly to the Participating Party within the lATA Time limits. Participating Party will 

honor such debits from uplifting carrier and directly bill to the issuing carrier. Interline billing shall 

take place under the terms and conditions of the MPA-P rules and procedures of the RAM. 

1.3 All lnterlineable TFC's (Tax, Fees and Charges) shall be paid by the OP for all passengers having 

the MP's tickets. These Interline able TFC's shall be invoiced to the MP regardless collected or not 

on the ticket. 

1.4 The YRNQ tax is non-interlineable and due to the lack of a bilateral agreement between the 

Parties, such YRIYQ tax shall accrue solely to the ticketing carrier so that YRNQ tax is excluded 

from the scope of this Agreement. 

1 .5 Baggage Handling and settlement of baggage handling claims shall be in accordance with existing 

tariffs and the lATA Baggage services Manual in its current version. 

1.6 If requested by the other Party, each Party shall deliver to the other party monthly traffic statistics 

for traffic carried out according to this agreement including the number of passengers on Code 

Share Flights. 

2. Endorsement Waiver 

2.1. The terms and conditions of the Endorsement Waiver Agreement between the Parties shall apply 

to this Agreement, as amended from time to time. 

3. Flight Interruption Manifest 

3.1 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, if such an agreement does not apply or 

exist, in accordance with Revenue Accounting Manual (RAM) A2.2.6. 
PUBLIC VERSION 

4. Frequent Flyer Program Tickets 

4.1 Frequent Flyer program redemption tickets issued by either Party shall not be applicable for 

carriage on the Code Share Flights unless separately covered by a reciprocal frequent flyer 

agreement between the Parties. In the event that any such ticket is accepted for carriage, the 

Operating Party shall be entitled to bill the Participating Party in accordance with Revenue 

Accounting Manual (RAM) 2.2.5.6 and receive the applicable prorate amount in accordance 

with the prorate agreement in force between the Parties for the class of carriage provided. 

5. Appendix Administration 

5.1 The departments responsible for the administration of this Appendix are: 

TK: 

SIT