## BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. Application of VIRGIN AMERICA INC. for a Blanket Statement ofAuthorization 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 940I0 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 ofthis Application and will poll the air carrier representatives served with this Application and notify the Department ofthe results.

## Application of BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

VIRGIN AMERICA INC. ) ) ) 

## ) ) ) ) 

## DOT-OST-2015- for a Blanket Statement ofAuthorization 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 ofpersons, property and mail from points behind Turkey via Turkey and intermediate points to a point or points in the United States. In support ofthis 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 ofVirgin America for a Blanket Statement ofAuthorization 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 ofthe proposed date ofimplementation. 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 ofAction 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 itselfhas 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 ofVirgin America for a Blanket Statement ofAuthorization 

## 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 ofcode-sharing arrangements to consumers. 8. Virgin America requests that the blanket statement ofauthorization 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 ofthe 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 ofVirgin America for a Blanket Statement ofAuthorization 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 ofauthorization 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 reliefas 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 jhf oglia@zsrlaw .com Counsel for Virgin America Inc.

## Appendix A Display ofTurkish 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 ofthe foregoing Application for a code-share blanket statement ofauthorization to be served, this 15th day ofApril, 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. pasley@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 

## PU B LI C VERS I O N 

## TABLE OF CONTENTS Definitions............. . .................. . ....... . ..............................................................**~-(2** Defined Terms Headings Code Share Flights........ .. . . .... . . . ....... . ........ . ................. . ............... . .. . ...... . ..........2 Identification ofthe 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 ofthe 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 

### 2Article 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 ofAgreement 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 ofthis 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 ofthe 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 compute r 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 VERSI ON

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 detai ls 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 fl ight 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 concern ing 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 sign ificant schedule alteration , route add ition 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 IATA 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 IATA 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 (MITA), 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 of ii!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 Ag reement to the extent required or to jointly find a mutually ag reeable revision to this Ag reement to allow the Parties to continue the operation of the Code Share Flights . 13.2 Action of Parties . Nothing in th is 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 Fl ights 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 VERSIO N

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 Interl ine between the Parties , this Agreement shall terminate (BIETA) Bankruptcy. Either Party may term inate 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 reorgan ization) or for the appointment of a receiver, trustee , administrator or similar officer ofthe other Party or any of its assets . AOC Cancellation . Either Party may term inate 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 th is 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 requ ired 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 Obl igations . The term ination 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 OATA 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 ofthe 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 

# ii ance 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 th is 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 . According ly, 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 cond ition of th is 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 requ ired or permitted under th is Agreement shall be in writing and shall be del ivered to the respective head offices of the Parties at: In the case of:

With a copy to : VIRGIN AMERICA 555 Airport Blvd Su ite 500 Burlingame , CA 94010 USA

VIRGIN AMERICA 555 Airport Blvd Suite 500 Burlingame , CA 94010 USA Attention :**L~** Telephone --



### 13In the case of:

With a copy to: 

### PUBLIC VERSION

Turkish Airlines Inc. Genel Yonetim Binas1 AtatUrk Havaliman1 Kar!iiSI 34149 Ye!iilkoy- 1STANBUL - 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 del ivered 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 th is 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



### 15consent 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 (i ncluding , without limitation . legal fees) . payments , demands, liabilities. claims, actions , proceedings , penalties. damages. adverse judgments . orders or other sanctions that may be Incurred by th e 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 resul t such audit. ARTICLE 38 COUNTERPARTS 38 1 Counte rparts Th is Agreement may be executed simultaneously in counterparts. each ol which shall be deemed to be an original . but all of which together sha ll const itute one and the same in strument.

By IN WITNESS WHEREOF . the Parties hereto have caused th is Agreement to be executed by the1r duly CI\Jthorized representatives as of the date f1 rst indicated above
Signed on beha lf of VIRGIN AMERICA



# ::'l ' lt-l. '

## ~-~~t~~~~L~dz

# ...... ... SVP Planning & Sales 

# \1\
- ,I: 

# \>.1 .. \ '20 15

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 ofthis 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): 

# IPIECE 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 VERS I ON
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 perm issible 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 : 

### V

Xto 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 handl ing agent wi ll 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 followi ng departments and th is 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 IATA 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) 

### SITA:

## 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 followi ng addresses: TK to VX: VX to TK: SITA :. SITA 

### 2. Special Passenger Requirements The Parties will establish procedures for handling the followi ng 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 SITA: E-mail :

10. 1 The departments responsible for the administration of this Appendix are: 

### VX: Adam Green Emai l: 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 (MITA) 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 appl icable 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 adm inistration of this Appendix are :



### TK: SIT