Virgin America Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between Virgin America Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement except as otherwise provided herein.

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] Shares VIRGIN AMERICA INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • March 16th, 2015 • Virgin America Inc. • Air transportation, scheduled • New York

The stockholders of Virgin America Inc., a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”), propose to sell to the several underwriters named on Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Selling Stockholders also propose to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.

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SIGNATORY AGREEMENT (International Transactions)
Signatory Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This Signatory Agreement, including the Schedules attached hereto (“this Signatory Agreement”) and together with the Master Terms of Service (“MTOS”) referenced below (“this Agreement”), dated as of August 14, 2012 (“Effective Date”), is by and between Virgin America Inc., a company organized under the laws of the state of Delaware and having its place of business at 555 Airport Blvd., Burlingame, CA 94010 (hereafter “Carrier”), and Elavon Financial Services Limited (UK Branch) having its registered office address at Meridien House, 69-71 Clarendon Road, London WD17 1DS United Kingdom as “Member” and “Servicer.” Carrier, Member and Servicer shall be collectively referred to as the “Parties” and individually each a “Party”. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the MTOS attached hereto as Exhibit B and incorporated herein as provided in Section 1 below.

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AGREEMENT AND PLAN OF MERGER among Alaska Air Group, Inc., Alpine Acquisition Corp. and Virgin America Inc. Dated as of April 1, 2016
Agreement and Plan of Merger • April 4th, 2016 • Virgin America Inc. • Air transportation, scheduled • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2016 (this “Agreement”), is entered into by and among Alaska Air Group, Inc., a Delaware corporation (“Parent”), Alpine Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Virgin America Inc., a Delaware corporation (the “Company”). All capitalized and other defined terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.

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NOTE PURCHASE AGREEMENT BY AND BETWEEN VIRGIN AMERICA INC. AND VIRGIN MANAGEMENT LIMITED
Note Purchase Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 19, 2014, by and between Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“Lender”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with Lender, the “Parties”).

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FACILITY AGREEMENT [Virgin/Bank 6935] dated as of October 27, 2015 among VIRGIN AMERICA INC., Borrower, EACH LOAN PARTICIPANT IDENTIFIED ON SCHEDULE I HERETO, Loan Participants, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, Senior Agent, NOVUS...
Facility Agreement • February 29th, 2016 • Virgin America Inc. • Air transportation, scheduled

THIS FACILITY AGREEMENT [Virgin/Bank 6935] dated as of October 27, 2015 (as modified, amended or supplemented from time to time, this “Agreement”) among VIRGIN AMERICA INC., a Delaware corporation (the “Borrower”), each Loan Participant identified on Schedule I hereto (collectively, together with their successors, permitted assigns and permitted transferees, the “Loan Participants”), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Senior Agent hereunder (together with its successors hereunder in such capacity, the “Senior Agent”), NOVUS TAMWEEL AVIATION FINANCE GP LIMITED, as Junior Agent hereunder (together with its successors hereunder in such capacity, the “Junior Agent”) and Bank of Utah, as Security Trustee hereunder (together with its successors hereunder in such capacity, the “Security Trustee”).

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LETTER OF CREDIT REIMBURSEMENT AGREEMENT
Letter of Credit Reimbursement Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This LETTER OF CREDIT REIMBURSEMENT AGREEMENT (this “Agreement”) is entered into as of November 18, 2014, by and between Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL”), and Virgin America Inc., a Delaware corporation (“Virgin America”, and together with VHL, and their respective successors and permitted assigns, the “Parties”).

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AIRCRAFT LEASE AGREEMENT [VIRGIN/NPA 2016-1] dated as of October 28, 2015 between as Lessor and VIRGIN AMERICA INC. as Lessee
Aircraft Lease Agreement • February 29th, 2016 • Virgin America Inc. • Air transportation, scheduled

THIS AIRCRAFT LEASE AGREEMENT [VIRGIN/NPA 2016-1] dated as of October 28, 2015 (this “Lease”) is between VX 2016 LLC, as lessor (“Lessor”) and VIRGIN AMERICA INC., a corporation organized under the laws of the State of Delaware, as lessee (“Lessee”).

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REGISTRATION RIGHTS AGREEMENT of VIRGIN AMERICA INC. Dated as of November 13, 2014
Registration Rights Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 13, 2014, and among Virgin America Inc., a Delaware corporation (the “Company”), VX Holdings, L.P., a Delaware limited partnership, Virgin Management Limited, a limited liability company organized under the laws of England and Wales, and VA Holdings (Guernsey) LP, a Guernsey limited partnership (collectively, “Virgin”), Cyrus Aviation Holdings, LLC, a Delaware limited liability company (“Cyrus Aviation”), and CM Finance Inc, a Maryland corporation (together, for purposes of this Agreement only “Cyrus”), PAR Investment Partners, L.P., a Delaware limited partnership (“PAR”), and VAI MBO Investors, LLC, a Delaware limited liability company ( “MBO” and together with Virgin and Cyrus and the other Persons (as defined below) party hereto, the “Pre-IPO Stockholders”).

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SUPPORT AGREEMENT
Support Agreement • April 4th, 2016 • Virgin America Inc. • Air transportation, scheduled • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of April 1, 2016, is by and among Alaska Air Group, Inc., a Delaware corporation (“Parent”), and the entities set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”).

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CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITY CAPITAL BANK AND VIRGIN AMERICA INC. DATED AS OF MAY 16, 2013
Program Agreement • October 10th, 2014 • Virgin America Inc. • Air transportation, scheduled

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

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PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT
Payment Processing Support Services Agreement • November 3rd, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

THIS PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (the “Agreement”) is entered into as of January 20, 2014 (the “Effective Date”), by and between Elavon, Inc. (“Elavon”) and Virgin America Inc. (“Client”). In the event of a conflict between the provisions set forth below and those contained in any Schedule, the provisions set forth below shall govern.

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RECAPITALIZATION AGREEMENT dated as of November 13, 2014 by and among VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED, CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., CYR FUND, L.P.,...
Recapitalization Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • Delaware

THIS RECAPITALIZATION AGREEMENT (this “Agreement”) is dated as of November 13, 2014, and is being entered into by and among Virgin America Inc., a Delaware corporation (the “Company”); Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”); VX Holdings, L.P., a Delaware limited partnership (“VXH”); VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”); Virgin Holdings Limited, a limited liability company organized under the laws of England and Wales (“VHL” and together with VXH, VML and VXH, the “Virgin Group”); Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands (“CSOM”); CYR Fund, L.P., a Delaware limited partnership (“CYR”); Crescent 1, L.P., a Delaware limited partnership (“Crescent”); Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands (“COM”); Cyrus Aviation Investor, LLC (“Investor LLC”); Cyrus Aviation Partners III, L.P., a Delaware limi

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NOTE PURCHASE AGREEMENT [Virgin/NPA MSN 6965] Dated as of October 5, 2015 among Owner, EACH PURCHASER IDENTIFIED ON SCHEDULE I HERETO, NEW YORK LIFE INSURANCE COMPANY, Senior Agent, INVESTEC BANK PLC, Junior Agent, and BANK OF UTAH, Security Trustee...
Note Purchase Agreement • October 29th, 2015 • Virgin America Inc. • Air transportation, scheduled

THIS NOTE PURCHASE AGREEMENT [Virgin/NPA MSN 6965] dated as of October 5, 2015 (as modified, amended or supplemented from time to time, this “Agreement”) among VX 2015 LLC, a Delaware limited liability company (the “Owner”), each Purchaser identified on Schedule I hereto (collectively, together with their successors, permitted assigns and permitted transferees, the “Purchasers”), New York Life Insurance Company, as Senior Agent hereunder (together with its successors hereunder in such capacity, the “Senior Agent”), Investec Bank plc, as Junior Agent hereunder (together with its successors hereunder in such capacity, the “Junior Agent”), and Bank of Utah, as Security Trustee hereunder (together with its successors hereunder in such capacity, the “Security Trustee”).

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SEVENTH CLOSING WARRANT AGREEMENT Dated as of May 10, 2013 between VIRGIN AMERICA INC. and
Stockholders Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SEVENTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of May 10, 2013, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and (the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Sixth Amended and Restated Stockholders Agreement, dated as of May 10, 2013, among the Company, the Initial Holder, VAI Partners LLC, a Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Sixth Amended and Restated Stockholders Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 19th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 2, 2014, by and among PAR Investment Partners, L.P., a Delaware limited partnership (“Buyer”), Virgin America Inc., a Delaware corporation (the “Company”), Cyrus Aviation Holdings, LLC, a Delaware limited liability company (“Cyrus”) and VX Holdings, L.P., a Delaware limited partnership (the “Virgin Group,” and together with Cyrus, the “Sellers”).

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NINTH AMENDMENT
Virgin America Inc. • July 30th, 2015 • Air transportation, scheduled

THIS NINTH AMENDMENT (this “Amendment”) is made and entered into as of April 1, 2015, by and between HUDSON BAY PARK PLAZA, LLC, a Delaware limited liability company (“Landlord”), and VIRGIN AMERICA INC., a Delaware corporation (“Tenant”).

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OMNIBUS AMENDMENT NO. 1
Virgin America Inc. • October 29th, 2015 • Air transportation, scheduled

THIS OMNIBUS AMENDMENT NO. 1 [Virgin/NPA 2015] dated as of October 5, 2015 (as modified, amended or supplemented from time to time, this “Agreement”) among VX 2015 LLC, a Delaware limited liability company (the “Owner”), each Purchaser identified on Schedule I to Note Purchase Agreement (collectively, together with their successors, permitted assigns and permitted transferees, the “Purchasers”), New York Life Insurance Company, as Senior Agent hereunder (together with its successors hereunder in such capacity, the “Senior Agent”), Investec Bank plc, as Junior Agent hereunder (together with its successors hereunder in such capacity, the “Junior Agent”), Virgin America Inc., a corporation organized under the laws of the State of Delaware (“Lessee”), and Bank of Utah, as Security Trustee hereunder (together with its successors hereunder in such capacity, the “Security Trustee”).

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FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CYRUS AVIATION INVESTOR, LLC and VAI MBO INVESTORS, LLC
Stockholders’ Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and among Virgin America Inc., a Delaware corporation (the “Company”), Cyrus Aviation Investor, LLC, a Delaware limited liability company (“Investor LLC”), VAI MBO Investors, LLC, a Delaware limited liability company (“MBO LLC” and, with Investor LLC, the “Initial Holders”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Third Amended and Restated Stockholders’ Agreement, dated as of January 12, 2010, among the Company, the Initial Holders, VAI Partners LLC, a Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Third Amended and Restated Stockholders’ Agreement”).

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General Terms Agreement No. CFM-04-0012B PROPRIETARY INFORMATION NOTICE The information contained in this document is CFM Proprietary Information and is disclosed in confidence. It is the property of CFM and shall not be used, disclosed to others, or...
General Terms Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
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SIXTH CLOSING WARRANT AGREEMENT Dated as of December 9, 2011 between VIRGIN AMERICA INC. and
Sixth Closing Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SIXTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2011, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and (the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Fourth Amended and Restated Stockholders’ Agreement, dated as of December 9, 2011, among the Company, the Initial Holder, VAI Partners LLC, a Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Fourth Amended and Restated Stockholders’ Agreement”).

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Contract
Virgin America Inc. • July 28th, 2014 • England
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SECOND AMENDED AND RESTATED ADDITIONAL NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP THE OTHER LENDERS NAMED HEREIN AND BANK OF UTAH, AS COLLATERAL AGENT
Additional Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SECOND AMENDED AND RESTATED ADDITIONAL NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), the Bank of Utah, a Utah corporation (the “Collateral Agent”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with the Collateral Agent, VML, VAHG, the Cyrus Parties and any other Person that may become a Lender, the “Parties”).

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SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP VIRGIN AMERICA INC., AND BANK OF UTAH, AS COLLATERAL AGENT
Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), Bank of Utah, a Utah corporation (the “Collateral Agent”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with the Collateral Agent, VML, and VAHG, the “Parties”).

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RATE PER FLIGHT HOUR AGREEMENT FOR ENGINE SHOP MAINTENANCE SERVICES BETWEEN CFM INTERNATIONAL, INC. AND VIRGIN AMERICA INC.
Hour Agreement • August 25th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This proposal is made as of September 29, 2011 and is valid for written acceptance by VIRGIN AMERICA INC. until October 31, 2011 but may be withdrawn by CFM International Inc. at anytime prior thereto without any reason, and before VIRGIN AMERICA INC. written acceptance has been received by CFM International Inc.

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RATE PER FLIGHT HOUR AGREEMENT FOR ENGINE SHOP MAINTENANCE SERVICES BETWEEN CFM INTERNATIONAL, INC. AND VIRGIN AMERICA INC.
Hour Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This proposal is made as of September 29, 2011 and is valid for written acceptance by VIRGIN AMERICA INC. until October 31, 2011 but may be withdrawn by CFM International Inc. at anytime prior thereto without any reason, and before VIRGIN AMERICA INC. written acceptance has been received by CFM International Inc.

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OnPointsm Solutions Rate Per Engine Flight Hour AMENDED AND RESTATED ENGINE SERVICES AGREEMENT BETWEEN GE ENGINE SERVICES, INC. AND Virgin America Inc. Agreement Number: 1-234116609 Dated: October 22, 2008 PROPRIETARY INFORMATION NOTICE
Engine Services Agreement • August 25th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

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FOURTH NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, THE OTHER LENDERS NAMED HEREIN, AND BANK OF UTAH, AS COLLATERAL AGENT
Fourth Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FOURTH NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), Virgin America Inc., a Delaware corporation (the “Issuer”), and Bank of Utah, a Utah corporation (the “Collateral Agent”, and together with VML, the Cyrus Parties, the Issuer and any other Person that may become a Lender, the “Parties”).

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FIFTH CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CAROLA HOLDINGS LIMITED
Fifth Closing Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FIFTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Carola” or the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Third Amended and Restated Stockholders’ Agreement, dated as of January 12, 2010, among the Company, the Initial Holder, VAI Partners LLC, a Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Third Amended and Restated Stockholders’ Agreement”).

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Ms. Frances Fiorillo November 29, 2005 Page 1 January 20, 2006 STRICTLY PRIVATE & CONFIDENTIAL Frances Fiorillo Dear Frances,
Virgin America Inc. • July 28th, 2014

As you have now received your H1B Visa from the United States Citizenship and Immigration Service I am very pleased to tell you that we wish to convert the consultancy agreement that you accepted and agreed to with Virgin USA, Inc. on December 17, 2004 (the “Consultancy Agreement”) to an employment contract with Virgin America Inc. (the “Company”) pursuant to which you will hold the position of Senior Vice-President, People and In-Flight Service. Below you will find a synopsis of the significant points we have discussed in relation to both the conversion of your Consultancy Agreement and the employment position you will hold.

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In consideration of the execution by Virgin America Inc. (the “Company”) of the Registration Rights Agreement among the Company, the undersigned and the other parties thereto and the Recapitalization Agreement among the Company, the undersigned and...
Virgin America Inc. • October 7th, 2014 • Air transportation, scheduled
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AMENDED AND RESTATED SECOND CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CAROLA HOLDINGS LIMITED and VAI MANAGEMENT, LLC
Stockholders’ Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This AMENDED AND RESTATED SECOND CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, among Virgin America Inc., a Delaware corporation (the “Company”), Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Virgin”) and VAI Management, LLC, a Delaware limited liability company (“Investor Managing Member” and, together with Virgin, the “Initial Holders”), is effective as of May 31, 2007. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Subscription Agreement, dated as of May 31, 2007, as may be amended (the “Subscription Agreement”), by and among the Company, Virgin, Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), Investor Managing Member and VAI Partners LLC, a Delaware limited liability company (the “Investor”).

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OnPointsm Solutions Rate Per Engine Flight Hour AMENDED AND RESTATED ENGINE SERVICES AGREEMENT BETWEEN GE ENGINE SERVICES, INC. AND Virgin America Inc. Agreement Number: 1-234116609 Dated: October 22, 2008
Engine Services Agreement • October 7th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

The information contained in this document is GE Engine Services, Inc. (“GE”) Proprietary Information and is disclosed in confidence. It is the property of GE and will not be used, disclosed to others or reproduced without the express written consent of GE. If consent is given for reproduction in whole or in part, this notice and the notice set forth on each page of this document will appear in any such reproduction. U.S. export control laws may also control the information contained in this document. Unauthorized export or re-export is prohibited.

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PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT
Payment Processing Support Services Agreement • August 25th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

THIS PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (the “Agreement”) is entered into as of January 20, 2014 (the “Effective Date”), by and between Elavon, Inc. (“Elavon”) and Virgin America Inc. (“Client”). In the event of a conflict between the provisions set forth below and those contained in any Schedule, the provisions set forth below shall govern.

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BAY PARK PLAZA BAY PARK PLAZA II BURLINGAME, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN EOP-BAY PARK PLAZA, L.L.C., a Delaware limited liability company (“LANDLORD”) AND BEST AIR HOLDINGS, INC., a Delaware corporation (“TENANT”)
Office Lease Agreement • August 25th, 2014 • Virgin America Inc. • Air transportation, scheduled • California

responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the Plans necessary for such construction at Tenant’s cost. Whether or not the layout and Plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of the Plans and for all elements of the design of such Plans and for all costs related thereto. The timing and the respective responsibilities of Landlord and Tenant and their respective affiliates, agents, contractors and employees with respect to the Plans and the completion of the Landlord Work are set forth in the Project Schedule (the “Project Schedule”), attached hereto as Exhibit C-1, and made a part hereof. Tenant has assured itself by direct communication with the architect and engineers (Landlord’s or its own, as the case may be) that the final Plans can be delivered to Landlord for Landlord’s review and approval on or before the date o

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