BEFORE THE DEPARTMENT - The Wall Street...

BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

Application of

VIRGIN AMERICA INC.

for a Certificate of Public Convenience and Necessity under 49 U.S.C. 9 41 102 to engage in interstate scheduled air transportation

APPLICATION OF VIRGIN AMERICA INC. FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Communications with respect to this document should be sent to:

Frederick W. Reid

David H. Pflieger, Jr.

Virgin America Inc.

Burlingame, CA 9401 0

William C. Evans John R. Mietus, Jr. DLA Piper Rudnick Gray Cary US LLP 1200 Nineteenth Street, NW Washington, DC 20036

(202) 689-8572 fax [email protected]

Chief Executive Officer

Acting General Counsel

533 Airport Blvd., Suite 400 (202) 861-6466

Counsel for VIRGIN AMERICA INC

December 8.2005

NOTICE: Any person who wishes to support or oppose this application must file an Answer by December 29, 2005 and serve a copy of that Answer on the persons named above and on all persons served with this Application.

mailto:[email protected]


WASHINGTON, D.C.

Application of

VIRGIN AMERICA INC.

for a Certificate of Public Convenience and Necessity under 49 U.S.C. 9 41 102 to engage i n interstate scheduled air transportation

) ) 1 1 ) ) DOCKET OST-2005- ) December 8,2005 ) )

APPLICATION OF VIRGIN AMERICA INC. FOR A CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

Virgin America Inc. ("Virgin America") respectfully submits this Application for

a Certificate of Public Convenience and Necessity authorizing it to engage in scheduled

interstate air transportation ofpersons, property, and mail pursuant to 49 U.S.C. 4 41 102.

Virgin America requests that the Department process this Application using simplified

procedures and written submissions pursuant to Subpart B of the Department's Procedural

Regulations, 14 C.F.R. Part 302, so that it niay commence service as early as possible in

2006.

This application will show that Virgin America is a United States citizen that has

sound financial backing, an experienced and capable management team, and a solid

service proposal. These attributes will allow the airline not only to succeed, but to

prosper, in today's competitive, domestic airline industry. With its sound business model

and innovative product and service offering, Virgin America intends to contribute to the

further evolution of the U.S. airline industry, an evolution first identified by the

Department of Transportation in the 1996 study entitled "The Low Cost Service

Virgin America Certificate Application

Revolution." More significantly, Virgin America intends to offer high-quality, value-

priced service that will benefit the traveling public and contribute to the American

economy by supporting the key domestic policy goals of increased airline competition

and job creation. Accordingly, once Virgin America IS found qualified to begin

scheduled passenger service, it respectfully requests that the Department grant its

application for a certificate so that it may commence service as expeditiously as possible.

I. VIRGIN AMERICA IS A U.S. CITIZEN THAT IS FIT, WILLING, AND ABLE TO PROVIDE DOMESTIC AIR SERVICE

The information provided in this application demonstrates that Virgin America

fully meets the requirements of 49 U.S.C. 5 4 1 102 and should be issued the certificate it

requests. The airline's ownership and management comply with the U.S. citizenship and

control requirenients of 49 U.S.C. 4 40102(a)( 15).' In addition, the airline's service

proposal, the experience, competence, and positive compliance disposition of its key

personnel, and its strong financial backing all show that the carrier is fit, willing, and able

to commence and maintain domestic air transportation.

A. Virgin America is Fit, Willing, and Able

Virgin America is financially fit, with sound financing and a strong business

model complementcd by the marketing power of the world-renowned Virgin brand. The

company will be fully-funded with private equity and subordinated debt totaling $1 77.3

million before operations begin. This capitalization, unprecedented for a U.S. new

- I / Exhibits to this application consolidate the detailed information required by 14 C.F.R. Parts 201 and 204 and supplement this opening statement; Exhibit 2 tracks the specific requirements of 14 C.F.R. 4 204.3.

- 2 -

Virgin America Certi licate Application

entrant airline, exceeds the Department's financial test for new entrants, a test based on

pre-operating expenses and one-quarter of first-year expected operating expenses. Once

opcrational, Virgin America will rely on new aircraft, leading-edge technology and

business processes, and high-quality employees to achieve operating costs comparable to

many of the other low-cost carriers currently flying. This business model will also ensure

Virgin America will operate safely. securely, and reliably with an unwavering

commitment to guest service and reasonable, simplified fixes that will stimulate

conipetition and benefit the American public and the American economy as a whole.

Virgin America's experienced management team is well-equipped to manage the

new airlinc successfully and in full compliance with current law and regulations. Mark

Lanigan of Black Canyon Capital LLC is the Chairman of the Board, and he and

Nicholas Singer of Cyrus Capital Partners, LP represent the controlling U.S. investors;

both are prominent and successful private investors. Fred Reid, the carrier's Chief

Executive Officer, has more than 25 years of experience in airline management, niost

recently serving as President and Chief Operating Officer of Delta Air Lines, where he

led 65,000 employees and oversaw over 2,400 daily domestic flights by 55 1 large

passenger jet aircraft. Mr. Reid is complemented by a senior management team with

strong, airline-related experience and business acumen that will help guide Virgin

America to success. Detailed information on the team is included in Exhibits 2 and 7.

One other element -- a world-renowned brand -- completes Virgin America's

initial resources. The new airline has licensed the Virgin brand and will incorporate

Virgin service-enhancing innovations in many areas, building on the brand and adding to

its well-recognized attributes of quality, service, value, and innovation. Virgin America

- 3 -

Virgin America C‘crti ficate Application

also intends to adopt the kind of employee-centered and guest-fi-iendly business

principles that have led to the success of other Virgin-branded companies and other

world-class sen ice businesses in the United Statcs.

B. Virgin America is a U.S. Citizen

Virgin Anierica will be controllcd by its principal investor, VAI Partners LLC

(“VAI”), a U.S. investment company co-managed by Mark Lanigaii o f Black Canyon

Capital LLC (“Black Canyon”) of Los Angeles and Nicholas Singer o f Neu York’s Cyrus

Capital Partners, LP (“Cyrus”). Both of these gentlemen are U.S. citizens and prominent

and successful private investors. Mr. Lanigan is a founder and Managing Director of

Black Canyon, and his firm will control private investment in Virgin America totaling

slightly more than $44 million. Mr. Singer is a founding partner of Cyrus, which will

also control private investment in Virgin Anierica of slightly more than $44 million. In

all, VAI Partners LLC will contribute a total of $88.9 million of the $1 77.3 million in

start-up funding for Virgin America. VAI Partners LLC holds and controls 75% of the

capital stock and voting interest in the airline, and it has designated two-thirds of the

voting members of the Virgin America Board of Directors (under the bylaws, the CEO is

appointed to the board as a non-voting member).

Various companies from the Virgin group of companies are providing the

remaining fbndiiig for Virgin America, and one is licensing the Virgin brand to the new

domestic airline. The remaining 25% of the voting and total equity interest in Virgin

America is held by a Virgin group conipany and two British citizens, and they have

designated the final one-third of the Board’s voting members (again, excluding the non-

- 4 -

Vi rg i 11 America Certificate Application

voting CEO). When funding is complete, these non-U.S. citizens will have contributed a

total of $29.8 million in equity and $58.6 niillion in subordinated debt to the new airline.

The tenns of this iin,estment and corporate structure, as well as the coinposition

of the airline's Board of Directors and management team, will ensure actual and potential

control of the airline always remains in the hands of IJ.S. citizens -- a fact consistent with

longstanding U.S. law and Department ownership and control principles. Also of note in

this regard is the fact that VAI Partners LLC scrutini~ed the qualifications and

employment of everyone on the Virgin America management team prior to assuming

control of the company. Following this due diligeiice, the U.S. shareholders affirmed the

employment of the current staff, and the Board of Directors passed a resolution

appointing the company's officers to their current positions. Finally, while the

Department recently issued a Notice of Proposed Rulemaking on Actual Control of U.S.

Air Carriers, this application is not based on any new principles found in that proposal.

Virgin America's desire to operate within the U.S. is fLilly consistent with existing laws

and regulations.

11. VlRGlN AMERICA WILL OFFER HIGH-QUALITY, LOW-COST SERVICE

The Department long has recognized the competitive benefits that new airlines

bring to the marketplace and to U.S. consumers. Supported by a low-cost operating

model and a unique, value-oriented service proposition, Virgin America will provide

high-quality jet service to major U.S. markets coast-to-coast. Virgin America believes its

service offering will further the goals of U.S. aviation policy, advance the interests of

- 5 -


consumers in major metropolitan markets, and contribute significantly to the U.S.

econonly.

A. Virgin America Has A Strong, Low-Cost Operating Model

Virgin America expects to benefit from a fleet of new aircraft, motivated and

highly-qualified personnel, and extensive deployment of state-of-the-art technologies to

achieve costs coniparable to other low-cost carriers ("LCCs").

Virgin America has entered into agreements to acquire a fleet of brand-new

Airbus A3 19 and A320 narrow-body aircraft. 'These aircraft will have significant

advantages over the older aircraft used by many legacy carriers, as well as many of the

aircraft relied on by other LCCs. They will offer outstanding long-range comfort and

amenities, including the latest in technology and in-flight entertainment equipment.

These aircraft will also offer enhanced file1 efficiency, high reliability, low maintenance

requirements, and the opportunity for higher utilization (more time aloft).

The airline will benefit from a highly-qualified, highly-motivated, and efficient

workforce. Virgin America intends to develop an industry-leading reputation for guest

service through a unique partnership with its people. To attract and retain top talent, the

airline will offer competitive compensation and benefits that include a competitive

company match of retirement account contributions. By training its people to standards

that meet or exceed Federal Aviation Administration, Transportation Security

Administration, and other Federal requirements, and in providing them with the latest

technology, Virgin America will also enable its people to run an extremely safe, efficient,

and quality-focused airline.

- 6 -

Virgin America Certi ficatc Application

The latest technology available for airline operations will complement Virgin

America's fleet and workforce to offer Virgin America's guests a higher level of

personalired service at competitive costs. Reservations, operations, airport, and infliglit

fiinctioiis m 111 maximize the use of the Internet and the latest in information technology.

Virgin America's state-of-the-art Operations Control Center will employ the latest

technology to ensiire all the aspects of the airline ruii as safely, securely, timely, and

efficiently as possible, even when weather, congestion, or other factors intervene. At the

airport, self-scrvicc kiosks and helpful gate and tlight information displays will smooth

each guest's progress through airport arrival, check-in, and boarding. In flight, thc

deployment of technology will enhance the guest experience and provide timely

information to guests and personnel alike.

These initial, core deployments of aircraft, people, and technology are an

investment in Virgin America's long-term business model and will ensure the airline

stands out as a high-quality, low-cost, value-oriented airline.

B. Virgin America Will Offer Its Guests a New Level of Service

Virgin America intends to create a world-class reputation for guest service in the

U.S. aviation market, and the airline believes it can raise the public's expectations for

service and value iii long-haul, domestic air service markets. Its management team has

sought to consider every aspect of the air travel experience: from booking online with

reasonable fees, to airport operations, the inflight experience, and even baggage claim at

one's destination. The results of this review have led the airline to combine current

airline and guest service "best practices" with its own unique brand attributes and thereby

- 7 -

Virgin America Certi ficate Application

offer guests unparalleled quality and value. In doing so, Virgin America believes it can

clearly distinguish itself from other domestic airlines and offer best-in-class quality and

service to guests at reasonable prices.

Virgin America expects its service concept wil l be well-received in the domestic

marketplace. Indeed, reports abound in today’s news, and the Department’s Air Travel

Consumer Reports, about poor quality of service, unreasonable additional fees, and an

overall lack of customer appreciation. In a recent Wall Street Journal article, one traveler

echoed freqitently-expressed customer sentiment:

Isn’t it ironic that companies seeking to impro\ e profitability seem to cut customer service first ?...Most people don’t mind paying for good customer service, but we do object to being nickel-and-dimed to death.. .In the near future, good customer service will become the major business discriminator.2’

I n the service business, such comments indicate a broken business model calling out for a

new approach with the traveler in mind. The zero-sum mindset where airlines trade-off

service and the passenger travel experience for nominal fare reductions is anachronistic.

Virgin America is a market response to consumer demand for high-quality,

competitively-priced air travel. It believes that no airline today in the domestic U.S.

offers the high-quality, value-oriented product it is committed to offer. Many of today’s

low-cost carriers offer low fares, but few frills. The legacy carriers, on the other hand,

offer wide-ranging route networks and frequent flyer plans, but they charge constantly-

changing, higher fares and numerous incremental fees in an attempt to cover costs that

significantly exceed those of the LCCs.

- 21 Scott McCartney, Airlines Often ‘Just Don’t Get It’ When It Comes to Good Service, Wall Street Journal Online, Nov. 26, 2005.

- 8 -

Virgin Am er i c a Certi ficate Application

In addition, with nearly 40% of the domestic industry now in bankruptcy, many

airlines are focused on restructuring, reallocating capacity to international markets, and

outsourcing capacity and jobs to regional airlines flying small fifty- and seventy-seat jets.

Virgin America, on the other hand, intends to bring a new value proposition to the U.S.

consuiner who is clamoring for more access to quality service offerings wherever they

choose to fly.

111. MAJOR DOMESTIC MARKETS WILL BENEFIT FROM VIRGIN AMERICA'S SERVICE, INCREASED COMPETITION, AND JOB CREATION

Within twelve months of its initial operation, Virgin Anierica intends to use 17

new, nai-row-body aircraft to offer convenient, low-priced, high-quality service to a

number of the top metropolitan markets in the United States. The management team

plans to focus this initial, measured growth on longer-haul, domestic U.S. routes that

serve major cosmopolitan markets where guests are particularly likely to value Virgin

America's quality service offering. The airline later intends to expand its network to

other large, metropolitan markets. Virgin America believes that its success and growth

will address uninet demands for quality, value-oriented service and that this sticcess will,

in turn, create competition, stimulate demand, and promote job growth that will benefit

the economy.

A.

There is a compelling need for the new service that Virgin America will provide

Virgin America Will Serve an Unmet Demand

to its guests. First, domestic air traffic largely has recovered froin the severe blow of the


September 1 1 th, 2001 tragedy; indeed, 2005 revenue passenger miles (RPMs) are up

nearly 3% year-to-date when compared to the same time period in the year 2000.'

Planes are full ; domestic load factor for the last 12 months hit a record 77.5% in October

2005.' Second, there is a clear trend of increasing traffic on low-fxe carriers because

most travelers are price-sensitive and prefer lower fares. This search for low fares

continues unabated; domestic LCC capacity is up over 50% in the last five years while

domestic legacy carrier capacity has retreated.'

LCCs still hold less than a 30% share of the U.S. domestic market." As a result, there is

However, despite their rapid growth,

still plenty of room for a new, low-cost, low-fare carrier with a uniqnc ser\ ice proposition

such as Virgin America's. Third, some carriers -- primarily legacy carriers -- are having

great difficulty offering a quality product at an attractive market price as they restructure

or cut service and add fees. A statement last year from a senior US Airways executive

recognizes and simplifies the capacity problem:

We no longer believe that there is simply too much industry capacity but rather that there is an oversupply of high-cost capacity and an undersupply of low-cost capacity.I'

These facts strongly suggest that there is an unniet need for the type of quality, value-

oricnted service that Virgin America will offer.

__ 3/ Air Transport Association, Monthly Passenger Traffic Report, October 2005.

- 51 December 2005 Official Airline Guide (by available seat miles).

__ 71 David Bond. "Bankruptcy's Toll: As United extends financing and stops funding pensions, US Airways hces Sept. 30 hurdles and commits to low Sares,'' Aviation Week & Space Iech. , Aug. 2, 2004, at 26.

- 1 0 -

Virgin America C ert i fi c a t e A pp 1 i c at i on

B. The San Francisco Bav Area and the New York City Metropolitan Area are Typical of the Communities That Will Benefit from Virgin America's Quality, Low-Cost Service

The Virgin America team intends to provide service to niajor metropolitan arcas

nationwide where it belicvcs that there is significant, unniet demand for quality, value-

oriented service. New York City and the Saii Francisco Ray Area are excellent exaniples.

The New York City nietropolitan area is the largest origin and destination

x ("O&D") market in the Uiiitcd States, and it is home to 82 Fortune 500 companies," yet

LCCs still offer only 1 0°4 of the departures from the city's three airports." Legacy

carriers there continue to charge high fares; recent data shows legacy fxcs from New

York City airports are, even today, 34% higher than LCC fares."' Thus, there is still

plenty of room for an airline such as Virgin America to provide quality, value-oriented

service to the people of New York.

The San Francisco Bay Area is the fourth largest O&D market in the United

States,lz' and it is home to 26 Fortune 500 companies.'J' Nevertheless, San Francisco

International Airport ("SFO") too has little LCC service. SFO's lack of LCC service has

- 81 DOT DB 1 B database data for the year ending with the second quarter of 2005, data for New York area airports JFK, LGA, and EWR.

- 9/ Fortune 500 listing from Hoovers, Inc

lo/ December 2005 Official Airline Guide.

1 1/ DOT DBlB database data for the year ending with the second quai-ter of2005, data for New York area airports JFK. LGA, and EWR.

E/ DOT DB 1 B database data for the year ending with the first quarter of 2005, data for San Francisco area airports SFO. OAK. and SJC.

u/ Fortune 500 listing fi-om I loovers. Inc.

- 1 1 -


led i t to suffer a dramatic loss of traffic in recent years as local passengers drive to

Oakland ("OAK") or San Jose rather than pay the higher prices at SFO. Indeed, annual

passenger statistics show that SFO O&D passengers dropped by seven million, or 300/0,

from the year ending in the fourth quarter of 2000 to the year ending in the second

quarter of2005." The number of domestic departures rrom SFO in the third quarter of

this year was 26% below the same period in 2000.ii LCCs comprised just 12% ofthe

daily clepartiires out of SFO in December 2005.'' At the same time, OAK has seen 28%

traffic growth,'7 driven by LCC carriers who have increased departures at OAK by 27%

since 2000.'s Consumers have benefited, as fares from OAK are currently 37% belou

the average domestic fare paid at SFO. ") Virgin America believes that by bringing

quality, value-oriented sen ice to SFO, Sail Francisco Bay Area consumers will benefit

significantly.

Last year, the Bay Area Economic Forum recognized the desirability of

expanding domestic service at SFO, particularly by low-cost carriers:

Additional carriers and routes serving SFO can be expected to generate concrete economic benefits for San Francisco and the Bay Area, as measured by jobs, personal income, business revenues and taxes. Additional routes and carriers will also expand options and stimulate competition in the local air service market, meeting key objectives of important segments of the region's travel community. The introduction of new service by low-fare competitors in particular can be expected to

B/

E/

E/

u/ l8/

E/

DOT DR 1 R database data for ycars ending fourth quarter 2000 and second quarter 2005

IIistorical schedule data from Official Airline Guide

December 2005 Official Airline Guide

DOT DBlB database data for years ending fourth quarter 2000 and second quarter 2005.

Iiirtorical schedule data from Official Airline Guide.

DOT DBI B database data for year ending second quarter 2005.

- 1 2 -


reduce air travel costs. By increasing San Francisco and the Bay Area's national connectivity for both business and leisure travel, new service by domestic carriers will have a positive inipact on the Bay Area's quality of I i fe and its econom ic competi ti t e ~ i e s s . ~ ~ )

Virgin America service at SFO clearly n,ould bring the benefits that the San Francisco

Bay Area seeks, including jobs, competition, and the quality of air servicc that residents

expect and desen e at consumer-friendly fares. The Sari Francisco Bay Area's first-rate

qualities and service opportunities are reflected in its choice as the company's operations

base and corporate headquarters. The company has also recognized and begun to tap into

the wealth of aviation talent in the area.

C. The Broader Economic Benefits of Virgin America's Service Will Extend Across the Country

New York City and the San Francisco Bay Area are just two of the major

metropolitan areas that Virgin America proposes to serve. A new airline with Virgin

America's nationwide scope will generate important economic benefits in every

community it serves by creating new jobs and work for local vendors. In addition to

employees hired for San Francisco Bay Area operations, the airline also will employ as

many as several hundred additional persons at various airports across the United States.

In all, Virgin America expects to directly employ up to 2,000 people, and indirectly

support 30,000 new U.S. jobs, by its second year of operation."'

a/ Hay Area Econoinic Forum. Econoniic Impacts of New Domestic Air Service at San Francisco International Airport (Sep. 2004).

a/ The Air Transport Association and the 'Transportation Trades Department, AFIA'IO have estimated that each U.S. airline job supports 15 to 18 additional American jobs. Letter dated Feb. 23, 2004, from Edward Wytkind to Sen. John Kerry ("In fact, every aviation job in this country supports another 18 American jobs."); "Airlines in Crisis:

S W

- 13 -

Virgin Anierica Certificate Application

Virgin America will also have a broader, positive effect on the U.S. economy

tliro ugh its aircraft, aircraft equi ptn en t, and service requirements. General Electric ' s

aircraft financing company has committed to lease Virgin America a total of 1 5 aircraft.

Those aircraft, together with others acquired directly from Airbus, will generate

additional jobs and revenue in the United States. Virgin America understands, for

example, that Airbus spends 40 percent of its procurement budget in some 40 states,

contributing roughly $5.5 billion amually to the U.S. ecoiiomy and supporting, by

Ai1-17~~'~ estimate, up to 120,000 American jobs. Virgin America's aircraft also will be

equipped with $300 millioii in engines and $30 niillron in avionics supplied by CFM

Iiiteriiatioiial (a joint venture of General Electric and SNECMA with an important facility

in Cincinnati, Ohio) and Honeywell Internatioiial (which has a large facility in Phoenix,

AriLona), fiurther supporting the U.S. economy. Finally, the new airline will create direct,

U.S.-based, job opportunities through its operations and relationships with airports,

training facilities, third-party vendors, maintenance organizations, caterers, fuel vendors,

call centers, information technology companies (hardware, software and IT services),

advertising agencies, financial services companies, uniform providers, and many, many

others.

I'he Perfect Economic Stoini," Air Transport Association of America, Mar. 1 1, 2003, at 25 ("For every Job in the airline industry. an estimated 15 Jobs are produced in the broader economy.")

- 1 4 -


1%'. CONCLUSION

Virgin America is prepared to introduce a ne\\ standard of quality, value-oriented

scheduled air service between major U.S. metropolitan areas that are in need of new

competition, new jobs, and improved service. This application clearly demonstrates that

Virgin America IS a U.S. citiLen that is f i t , willing, a~ id able to commence domestic

airline service. The airline's new service will enhance cornpetition and greatly broaden

consumer choice and cornpetition in the domestic market. More notably, the creation and

de\ elopmcnt of Virgin Anierica as a ne\?. dornestic airline also will generate significant

cconoinic benefits for the U.S. economy.

WHEREFORE, Virgin America Inc. respectfully requests that the Department

process this application using expedited, simplified procedures'2 and issue it a certificate

Given the well-founded basis for its application and the clear evidence found in the documents and attachments that show it satisfies all of the statutory requirenients for new carriers, Virgin America requests that the Department employ simplified procedures pursuant to 14 C.F.R. 3 302.21 O(a)(5). Virgin America respectfully believes that the Department's routine use of such procedures in numerous prior filings, including that of JetBlue in 1999, are again appropriate here, where all issues will be acleqiiately addressed through written submissions. See, e.g., Eos Airlines, Inc., Docket OST-2004- 196 1 7, Repzlhlic Airlines, Inc., Docket OST-2003- 14579, and P r i i m ~ i s Airluies, Inc.., Dockets OST-2003- 14773/14774.

- 1 5 -

Virgin America Certificate Applicatioii

of public convenience and necessity to engage in interstate scheduled air transportation of

persons, property and mail and such other relief as may be necessary or appropriate

Respectfdly subniitted,

' 'William C. Evans I .Iohn R. Mietus, Jr.

DLA Piper Rudnick Gray Cary US LLP 1200 Nineteenth Street, N W Washington, DC 20036

john .~~ i~e tus~d lap ipe r . com (202) 861-6466 / (202) 689-8572 fax

Counsel for VIRGIN AMERICA INC.

December 8, 2005

- 16-

CERTIFICATE OF SERVICE

I hereby certify that I have, this 8th day of December, 2005, caused the attached Application of Virgin America Iiic. for a Certificate of Public Convenience and Necessity to be served by first-class iiiail, postage prepaid, on:

John Martin, Airport Director Jackson Wong, Airport CEO San Francisco International Airport

William DeCota, JFK Aiiport Director Alfied Graser, EWR Airport Director Warren Kroeppel, LGA Airport Director Port Authority of’ New York and New Jersey

John Honard, Manager Bill Dime, Certification Project Manager San Jose Flight Standards District Office Federal Aviation Aciiii i nis tratioii

at the addresses shown on the attached service list. As peniiitted by Department policy, the application does not identify the specific markets that Virgin America intends to serve. To satisfy the intent of the service requirement at 14 C.F.R. $ 302.203(b)( ])(A), however, 1 certify that I have served, by first-class mail, postage prepaid, a Notice (in the fonn attached) of the application 011 the persons on the attached service list. That list includes U.S. conimercial airports in certain markets that Virgin America would potentially be interested in serving.


WASI-IINGTON, D.C.

Application of

VIRGIN AMERICA INC.

for a Certificate of Public Convenience and Necessity under 49 U.S.C. $ 4 1 102 to cngagc in interstate scheduled air transportation

NOT IC E : APPLICATION OF VIRGIN AMERICA INC. FOR A

CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

On December 8, 2005, Virgin America Inc. applied for a Certificate of Public Convenience and Necessity authoni.ing it to engage in scheduled interstate air transportation of persons, property and mail pursuant to 49 U.S.C. 4 41 102. Consistent with Department of Transportation policy, the applicant has not disclosed the cities it intends to serve. However, to satisfy the intent of the service requirement at 14 C.F.R. $ 302.203(b)( 1 )(A), this Notice is being sent to U.S. comniercial airports in certain markets that Virgin America would potentially be interested in serving.

You may request an electronic or hard copy of the full, public application from the undersigned. Any person who wishes to support or oppose the application must file an Answer by December 29,2005 and serve a copy of that Answer on the undersigned and on all persons sewed with the Application.

Frederick W. Reid Chief Executive Officer

David H. Pflieger, Jr. Acting General Counsel

Virgin America Inc. 533 Airport Blvd., Suite 400 Burlingame, CA 940 10

William C. Evans John R. Mietus, Jr. DLA Piper Rudnick Gray Cary US LLP 1200 Nineteenth Street, NW Washington, DC 20036

(202) 689-8572 fax john.mietus@>dlapiper.com

(202) 86 1-6466

Counsel for VIRGIN AMERICA INC.

December 8, 2005

mailto:john.mietus@>dlapiper.com

SERVICE LIST

John Brantley, Airport Director P.O. Box 80001 RDU Airport, NC 27623

Bruce Pelly, Director, Dept of Airports BLDG 846-Palin Beach h t l . West Palm Beach, FL 33406

David Rowen, Airport Manager P.O. Box 20047 Kansas City, MO 641 95

Patrick Dooley, Airport Director 2500 S. High School Rd, Box 100, Indianapolis, IN 46241

Jim Smith, Executive Director 3600 Presidential Blvd. Austin. TX 78719

John Mok, Airport Director 5300 Riverside Dr., Cleveland, OH 44135-3193

Kent George, Executive Director 1000 Airport Blvd., Ste 4000 Pittsburgh, PA 1523 1-0370

Scott Walker, Executive Director 5300 S. Howell Ave. Milwaukee, WI 53207

Fred Piccolo, CEO, President 6000 Airport Circle Sarasota, FL 34243-2105

John Clark, Exec. Director Box 180 18 Jacksonville, FL 32229

Roy Williams, Ilir. of Aviation P 0. Box 20007 New Orleans, LA 70141

Benjamin Decosta, Aviation General Manager P.O. Box 20509 Airport Opns. Atlanta, GA 30320

John Roberson, Aviation Commissioner Box 66142, Chicago, IL 60666

Lydia Kennard, Exec. Dir. 7301 World Way West, 9th F1 Los Angeles, CA 90045-5830

Jeffery Fegan, CEO P.O. Drawer 619428, Dallas-Ft Worth, TX 75261

Stan Koniz, CEO Airport Office Bldg, 8500 Peiia Blvd, 8th Floor. Denver, CO 80249

Randall Walker, Director of Aviation 5757 Wayne Newton Blvd. Las Vegas, NV 89 1 19

David Krietor, Aviation Director 3400 Sky Harbor Blvd. Phoenix. AZ 85034

Alfred Graser, Airport General Manager 225 Park Ave South, 9th F1. New York, NJ 10003

William DeCota, Airport Director JFK Airport, Building 14, Jamaica, NY 11430

Thomas Bartlett Deputy Director, Airport Operations Services 16930 JFK Boulevard, Houston, Texas 77032

Susan Baer, General Manager Building #1 -Conrad Road, Newark, NJ 07 1 14

John Martin, Airport Director Jackson Wong, CEO San Francisco hter’l Airport, PO Box 8097, San Francisco, CA 94128

Larry Dale CEO One Airport Blvd, Orlando, FL 32827-4399

JosC Abreu, Director P.O. 592075, Miami, FL 33 159

Michael Ehl Director of Operations Box 68727, Seattle, WA 98168

Charles. J. Isdell Director of Aviation Div. of Aviation Terminal E, Philadelphia, PA 19 15 3

Thomas Kinton, Jr., Director Logan International Airport, One Harborside Dr Ste. 200S, East Boston, MA 02128-2909

Jerry On- Aviation Director P.O. Box 19066, Charlotte, NC 28219

Warren Kroeppel General Manager Hangar #7, Third Floor, Flushing,NY 11371

Robert Holscher Director of Aviation Kenton County Airport Board, P.O. Box 752000 Cincinnati, OH 45275-2000

Paul Wiedefield Executive Director MAA P.O. Box 8766 BWI Airport, MD 2 1240-0766

John Roberson Aviation Commissioner Box 66 142 Chicago, IL 60666

Russ Pack Interim Executive Director 776 North Terminal Drive, Salt Lake City, UT 841 16

Ed Cooley Sr. Director of Operations P.O. Box 22287 Tampa FL 33622

Thella Bowens, CEO 3225 N Harbor Drive, San Diego, CA 92101-1022

James Bennett, CEO, Metropolitan Washington Airport Authority 1 Aviation Circle, Washington, DC 2000 1-6000

John Howard, Manager Bill Dime, Certification Project Manager San Jose Flight Standards District Office Federal Aviation Administration 1250 Aviation Avenue, Suite 295 San Jose, CA 95110-1130

Tom Jargiello Aviation Director 320 Terminal Drive Ft. Lauderdale, FL 33315


Exhibit 1

INDEX OF EXHIBITS

Exhibit Description of Document

1 Index of Exhibits

2 Information Supplied Pursuant to the Department's Regulations

3 Certificate of Good Standing

Certificate of Incorporation

Citizenship Affidavit

4

5

Organization Chart

Resumes of Key Personnel

6

7

8 Ownership and Management of Virgin America Inc.

9 Ownership and Management of VAI Partners LLC

10 Investment Participation by the Virgin Group of Companies

11 Current Financial Statements for Virgin America

12 Illustrative Service Proposal

Virgin America Pro Forma Financing Plan

Forecast Pre-Operating Expenses

13

14

Forecast Income Statement and Operating Assumptions (redacted)

Significant Income Statement Assumptions and Parameters (redacted)

15

16

17 Forecast Balance Sheet (redacted)

18 Certification


Exhibit 2

INFORMATION SUPPLIED PURSUANT TO THE DEPARTMENT'S REGULATIONS

Virgin America hereby supplies the information required by the Department in support of Virgin America's certificate application, cross-referenced to the provisions of 14 C.F.R. 5 204.3.

(a) Name, address, and telephone number of applicant.

Virgin America Inc. 533 Airport Blvd., Suite 400 Burlingame, CA 940 10 (650) 548-2586

(b-d) Form of organization and state of incorporation; certificate of good standing and corporate information.

Exhibit 3 is a certificate from the Delaware Secretary of State concerning Virgin America's good standing as a Delaware corporation. It initially was incorporated as Best Air Holdings, Inc. on January 26,2004. The corporation's current certificate of incorporation is in Exhibit 4.

The capitalization of Virgin America will proceed in phases. At an initial closing held on November 21,2005 the investors contributed to Virgin America cash and contracts for goods and services in return for equity and debt. Final capitalization will occur with Department approval of this application.

(e) Citizenship affidavit.

Attached as Exhibit 5 is an affidavit of Frederick W. Reid relating to Virgin America's citizenship.

(f) Information relating to key personnel.

All key personnel may be reached at Virgin America's address and are U.S. citizens unless otherwise stated. Confidential Exhibit A, to be submitted shortly, provides FAA certificate numbers for key personnel who hold certificates.

An organization chart showing the position of key personnel (other than members of the board of directors) in the reporting structure is attached as Exhibit 6.

0 Resumes for key personnel, including information on any officerships, directorships, substantial stock interests, or other interests currently or formerly

- 1 -


Exhibit 2

held by key personnel in the entities described in 14 C.F.R. 0 204.3(f)(5), are provided in Exhibit 7.

Employees and officers that began their tenure with this new entrant project before November 21,2005 may initially have been consultants to or employees of Virgin USA, Inc., a company within the Virgin group of companies, or employees of Best Air Holdings, Inc. (the prior name of Virgin America Inc.). Officers identified below and in Exhibit 7 were, with one exception, officiaIly appointed as officers of Virgin America Inc. by the airline's U.S.-led and controlled Board of Directors on November 21,2005. Frances Fiorillo currently is a consultant and is expected to be confirmed in January 2006.

Directors

Virgin America's board ultimately will consist of ten members, six (including the Chairman) nominated by VAI Partners, three nominated by Carola, and the Chief Executive Officer, who will serve as a non-voting member. At this time, the board consists of the following six voting and one non-voting members:

Designated by VAI Partners

Mark Lanigan, Chairman Mr. Lanigan is a Managing Director and Founding Partner of Los Angeles-based Black Canyon Capital LLC. His investment banking experience dates back to 1986, after he received a J.D. and an M.B.A. from Harvard University.

Michael Hooks Mr. Hooks also is a Managing Director and Founding Partner of Black Canyon Capital LLC. His investment banking experience dates from 1988, after he received an M.B.A. from the University of Pennsylvania's Wharton School. He is also a member of the board of directors of Switchcraft, Inc.

Nicholas Singer Mr. Singer is a founding partner of Cyrus Capital Partners, L.P., a New York- based investment management firm, and has prior finance and investment experience at Goldman, Sachs & Co. (New York), and Och Ziff Freidheim (New York). He is a member of the board of directors of Aquila Inc. Mr. Singer holds a B.S. in Economics (concentration in Finance & Accounting), and a B.A.S. in Electrical Engineering summa cum Zaude from the University of Pennsylvania.

Robert Nisi Mr. Nisi is a partner at Cyrus Capital Partners, L.P. and acts as General Counsel and Head of Corporate Risk Management. He began his investment management career at the Securities and Exchange Commission as an enforcement attorney in 1988, was in private practice from 1991 to 1994, and acted as Assistant General

- 2 -


Exhibit 2

Counsel to Prudential Insurance Company and Salomon Smith Barney, and as General Counsel to MacKay Shields LLC, an institutional investment manager, until he joined Cyrus in 2005. He holds a J.D. and an M.B.A. in Finance from Boston University.

Designated by Carola

Stephen T. Murphy Mr. Murphy, a British citizen, is the Chief Executive Officer of the Virgin group of companies; his responsibilities with the group since 1984 have included numerous directorships, and he joined Virgin after holding senior management positions at other multinational companies. Mr. Murphy is a member of the board of directors of Virgin Atlantic Airways Limited and other entities in the Virgin group of companies. He is a Chartered Management Accountant and holds a B.A. (Hons) in Economics and Accounting from Liverpool University.

Frances Farrow Ms. Farrow, a British citizen, is Chief Executive Officer of Virgin USA, Inc. and previously held senior management positions at Virgin Atlantic Airways, where she remains a director. She previously practiced as a solicitor (attorney) and holds an LL.B. from the University of Wales. Ms. Farrow is a member of the board of directors of Virgin Atlantic Airways Limited and other entities in the Virgin group of companies.

Appointed pursuant to the Bylaws won- Voting)

Frederick W. Reid Mr. Reid has more than 25 years of airline industry experience with Delta Air Lines (President/COO and Chief Marketing Officer 1998-2001), Lufthansa German Airlines (President and COO 1996-98, Executive Vice President Commercial 1994-96, and Senior Vice President - The Americas 1994-96), American Airlines (1987-91), and Pan American World Airways (1976-1987). He holds a B.A. from the University of California - Berkeley and is a member of the board of directors of AMB Property Corporation.

Managing Officers

Frederick W. Reid Chief Executive Officer

Robert B. Weatherly Senior Vice President, Flight Operations Mr. Weatherly is a Canadian resident alien who will be applying for U.S. citizenship in 2006. Since 1984, he has held a variety of airline management

- 3 -


Exhibit 2

positions, most recently at Atlas Air, where he was Senior Vice President Flight Operations, and at CanadiadCanadian Pacific Airlines and Eastern Provincial Airlines. He has logged more than 17,000 hours on large transport aircraft, such as the B747-400, and is type-rated and qualified to instruct on several aircraft types; he attended Simon Frasier University in British Columbia.

Robert B. Dana Senior Vice President, Chief Financial Officer and Treasurer Mr. Dana worked as an investment banker for more than 16 years with US Bancorp Piper Jaffray (2000-2002) and Credit Suisse First Boston ( 1986-2000), where he was a senior investment banker covering airlines, air freight and other transportation accounts. He holds an M.B.A. from Columbia University.

Guy Borowski Senior Vice President, Technical Operations Mr. Borowski, a Canadian citizen, has 20 years of aviation engineering experience with Bombardier, Canadian Airlines, and AirTran Airways, where he was Vice President Maintenance and Engineering. He holds an M.B.A. from Simon Frasier University.

E. Frances Fiorillo Senior Vice President, People & In-Flight Ms. Fiorillo, a Canadian citizen, has 30 years' aviation experience in in-flight and human resources positions at Zip, the Canadian LCC, and CanadiadCanadian Pacific. She joined Virgin America from the British Columbia Provincial Health Services Authority, where she was Chief Human Resources Officer. She holds a B.A. from the University of British Columbia.

David H. Pflieger, Jr. Secretary and Acting General Counsel; Vice President, Operations Control Center Mr. Pflieger joined Virgin America from Delta Air Lines, where he was Song's Vice President of Operations, the Director of Flight Safety, a line pilot, and a staff attorney; he also served eight years in the United States Air Force as an officer and B-52 instructor and evaluator pilot. Mr. Pflieger also practiced law in an Atlanta firm. He has logged over 3,800 flight hours in commercial and military aircraft and holds an M.B.A. and a J.D. from Emory University.

Brian C. Clark. Vice President, Planning and Sales Mr. Clark has more than ten years' aviation experience, of which the last nine were at US Airways (most recently as Managing Director - Route Planning). He has domestic and international experience in strategic planning, P&L management, operations, brand and product management, technology integration, alliances, and aviation law. He holds an M.B.A. from the University of Maryland and is a licensed private pilot.

- 4 -


Exhibit 2

T. Spencer Kramer, Jr. Vice President, Marketing and Communications Mr. Kramer joined Virgin America from ESPN, where he was Vice President, Advertising and Promotion, and his career has included marketing and creative positions primarily in the sports and television industries. He holds a B.A. from Duke University.

Todd Pawlowski Vice President, Airports and Guest Services Mr. Pawlowski has been involved in aviation since 1986, serving in positions at Eastern Airlines, Ogden Aviation Services, and most recently as North American Vice President of Customer Services (1 998-2003) for Virgin Atlantic Airways. He holds an M.B.A. from St. Johns University.

Joseph T. Houghton I11 Vice President, Chief Pilot Mr. Houghton served in several pilot positions at US Airways, including Assistant Chief Pilot for its BWI airport base, from 1985 until joining Virgin America. He also served in the Maryland Air National Guard from 1982 to 2005, retiring as a Lieutenant Colonel. He has logged more than 10,000 hours in military and civilian aircraft and holds a B.A. from Embry-Riddle.

Kenneth W. Scarince Vice President, Controller Mr. Scarince has seven years of airline finance experience at Skyway Airlines and Chicago Express. He is a Certified Public Accountant and began his career at Deloitte 8z Touche after receiving an M.A. in Accounting from the University of Wisconsin.

Other Key Personnel

Joseph P. Brown, Jr. Director of Safety Mr. Brown's aviation career as a pilot and instructor dates from 1990, and he most recently served as an aviation safety consultant with SH&E, where he conducted operations and facility safety audits for airlines, general aviation businesses, and corporate flight departments. He has logged approximately 9000 flight hours and holds a Master of Aeronautical Science from Embry-Riddle.

Mark Vorzimmer Director of Security Mr. Vorzimmer has more than 20 years of security experience at Continental Airlines and with various retail companies. He holds a B.S. in Criminal Justice from Northern Michigan University.

- 5 -


Exhibit 2

Joseph A. Meszaro Chief Inspector Mr. Meszaro has almost 20 years of aviation maintenance and maintenance management experience at United Airlines. He holds an Airframe and Powerplant certificate.

(g) Relevant corporations; persons having a substantial interest in the applicant.

Two companies hold substantially all the stock of Virgin America today and will continue to do so through its initial capitalization. Exhibit 8 details the ownership and funding structure of Virgin America. Exhibit 9 details the ultimate ownership and management of VAI Partners LLC, a newly-established entity managed by U.S. citizens and structured to aggregate the investments of numerous private investors participating in funds managed by Black Canyon Capital and Cyrus Capital. Exhibit 10 details the participation in Virgin America of companies and executives within the Virgin group of companies.

Confidential Documents to be submitted shortly in this docket will include copies of transaction documents associated with Virgin America's initial capitalization (excluding stock certificates, letters concerning expenses and individual indemnity, and officers' certificates).

Entities and persons subiect to DOT reporting requirements

For purposes of subsections (k), (l), (m), (o), (p), and (9) below, Virgin America has received information related to those subsections from the following entities and persons in the ownership structure (and from Virgin America and its key personnel) and discloses that information in the appropriate subsections below:

VAI Partners LLC

Holders of a substantial interest in VAI Partners LLC: Black Canyon Air Partners, LLC Cyrus New Joint Structure 11, LLC (Cyrus New Joint Structure I, LLC holds less than 10%)

Key personnel of VAI Partners LLC: Mark Lanigan (also a Virgin America director) Nicholas Singer (also a Virgin America director)

Carola Holdings Limited

Holder of a substantial interest in Carola Holdings Limited: Virgin Group Investments Limited

- 6 -


Exhibit 2

Key personnel of Carola Holdings Limited: Directors:

Niall Ritchie (British citizen) Alison Jane Renouf (British citizen) Mark Poole (British citizen) (also a Virgin America shareholder)

Frank Dearie (British citizen) Andreas Josef Tautscher (Austrian citizen) Adrian Relph (British citizen)

Alternate Directors:

(h,i) Subsidiaries; ownership and control of other carriers or aeronautical enterprises.

Virgin America has no subsidiaries and does not have any shares of stock in, or control of, any air carrier or person substantially engaged in the business of aeronautics. It has not been engaged in any business (other than the development of its proposed airline business) prior to the filing of this application.

Q,k) Financial statements.

Historic financial statements of the type contemplated by 14 C.F.R. 0 204.3Q,k) for the Virgin America project through September 30,2005 (before the initial capitalization and participation of VAI Partners LLC) are provided in Exhibit 1 1.1 (income statement) and Exhibit 1 1.2 (balance sheet). VAI Partners LLC and Carola Holdings Limited, while technically "relevant corporations" within the meaning of 14 C.F.R. 0 204.2(k)(l), are new, special purpose companies that have engaged in financial activity solely to channel funding to their investments in Virgin America; no financial statements are provided for them.

(1) Actions and outstanding judgments exceeding $5,000.

Virgin America is aware of no such actions or outstanding judgments against Virgin America, its key personnel, or the investor entities and key personnel listed at the conclusion of subsection (8) above, except that Mark Lanigan has been named in a lawsuit undertaken to pursue a lien on real estate in which he is a minority (1 5%) owner.

(m) Number of actions and outstanding judgments less than $5,000.

Virgin America is aware of no such actions or outstanding judgments against Virgin America, its key personnel, or the investor entities and key personnel listed at the conclusion of subsection (8) above.

- 7 -


Exhibit 2

(n) Fleet information.

By the end of its first full year of operations, Virgin America intends to operate 17 Airbus aircraft (1 5 A320 aircraft and two A3 19 aircraft) in revenue service. It will acquire these aircraft from two sources:

0 AVSA, E.U.R.L. ("Airbus"), which in June 2004 committed to deliver to Virgin America ten new A320 and eight new A3 19 aircraft. The Airbus agreement also granted Virgin America options to purchase up to 72 additional A319-100 and A320-200 aircraft beginning in the first quarter of 2007 and continuing through the end of 2009. To date Virgin America has exercised one option to purchase another A320 (its 19th aircraft overall from this source).

0 GE Capital Aviation Services, Inc. ("GECAS"), which in June 2004 committed to lease Virgin America ten new A320s and five new A3 19s.

All aircraft will use CFM56-5B engines provided by CFM International, Inc., a joint venture of GE Aircraft Engines and Snecma Moteurs.

The Company believes that the A320 family of aircraft, equipped with CFM56- 5B engines, is an ideal match for its business plan. The aircraft has a proven record of safety and reliability, and it is fuel-efficient, clean, quiet and relatively inexpensive to maintain. It can support low-cost operations across different missions and a wide range of stage lengths. The A320 family's passenger cabin is notable for its spaciousness, attractive styling, and other features. Also notable is that the A3 19 and A320 aircraft feature common cockpits and substantial parts compatibility, permitting Virgin America to match aircraft size to demand while maintaining nearly all the operating cost efficiencies of a uniform fleet.

Virgin America believes that its agreements with Airbus, GECAS and CFM will ensure its access to new A320 series aircraft necessary to support foreseeable growth requirements. Aircraft are to be delivered beginning in 2006, and Virgin America intends to finance the acquisition of certain of those aircraft through sale-leaseback or other financing mechanisms. The carrier will provide more detail on the acquisition of aircraft, and the fleet affidavit required by 14 C.F.R. 0 204.3(n)(3), as aircraft are delivered.

Virgin America anticipates that it will contract for a substantial portion of its aircraft maintenance.

(0) Pending investigations, actions, or formal complaints filed by DOT or the FAA regarding compliance with the Federal Aviation Act or orders, rules, regulations, or requirements under the Act.

- 8 -


Exhibit 2

Virgin America is aware of no actions of the type described in 14 C.F.R. 6 204.3(0) against Virgin America, its key personnel, or the investor entities and key personnel listed at the conclusion of subsection (g) above. That subsection also refers to "any personnel" employed by Virgin America or any relevant corporation; Virgin America is aware of no such actions pending against any employee of Virgin America who holds an individual FAA certificate.

(p) Other charges.

Virgin America is aware of no charges of the type described in 14 C.F.R.

key personnel listed at the conclusion of subsection (g) above. 204.3(p) against Virgin America, its key personnel, or the investor entities and

(9) Aircraft accidents or incidents.

Virgin America is aware of no aircraft accidents or incidents of the type described in 14 C.F.R. 9 204.3(q) involving Virgin America, its key personnel, or the relevant corporations listed at the conclusion of subsection (g) above. That subsection also refers to "any personnel" employed by Virgin America. Virgin America is aware of no such actions pending against any employee of Virgin America who holds an individual FAA certificate.

(r) Brief narrative history of the applicant.

See application. Virgin America was formed to carry on the air carrier operations proposed in the application. It has not previously operated.

(s) Federal, State, and foreign transportation authority.

Virgin America filed a pre-application statement of intent ("PASI") for an FAA Air Carrier Operating Certificate in September 2004 with the San Jose Flight Standards District Office. Gary Clarke of the FAA's Certification, Standardization, Evaluation Team is managing the certification project along with Bill Dime, Certification Project Manager with the San Jose Flight Standards District Office.

(t) Operating projections and a description of the service to be operated.

Virgin America proposes scheduled, long-haul flights between major US. metropolitan areas, including the San Francisco Bay Area (its headquarters) and the New York City area. An illustrative schedule for the first full year of operations is included as Exhibit 12; consistent with DOT precedent and the high commercial sensitivity of such information, specific city-pairs have not been identified.

- 9 -


Exhibit 2

Virgin America has developed forecast financial statements for its first full year of operations, including:

0 A pro forma financing plan illustrating how Virgin America's initial capitalization will satisfy the Department's financial fitness test (Exhibit 13).

A pro forma analysis of pre-operating expenses (Exhibit 14).

0 A pro forma forecast profit and loss statement for its first year of operations. Consistent with DOT precedent on confidentiality of carrier forecasts, the public version, Exhibit 15, includes only information related to forecast expenses; income figures and operating statistics are redacted. Confidential Exhibit B (to be submitted shortly) provides the complete version. Exhibit 16 describes, and Confidential Exhibit C will describe, the financial assumptions used in preparing the forecast.

A pro forma balance sheet for its first year of operations (a redacted, public version is available as Exhibit 17, and a complete version will be filed as Confidential Exhibit D).

(u) Montreal Agreement (relating to liability); family assistance and passenger manifest plans.

Virgin America will submit an executed original of the Montreal Agreement, a copy of its family assistance plan, and a copy of its passenger manifest plan in the appropriate Department dockets.

(v) Certification.

Attached as Exhibit 18.

- 10-

V i r g i n America C e r t i f i c a t e A p p l i c a t i o n

E x h i b i t 3

The 7 2 ~ : s t State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THAT "VIRGIN AMERICA INC." IS DULY

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN

GOOD STANDING AND HAS A LEGAL CORPOFLATE EXISTENCE NOT HAVING

BEEN CANCELLED OR DISSOLVED SO FAR AS THE RECORDS OF THIS OFFICE

SHOW AND IS DULY AUTHORIZED TO TRANSACT BUSINESS.

THE FOLLOWING DOCUMENTS HAVE BEEN FILED:

CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SIXTH DAY OF

JANUARY, A.D. 2004, AT 10:37 O'CLOCK A.M.

RESTATED CERTIFICATE, FILED THE EIGHTH DAY OF JUNE, A D.

2005, AT 6:32 O'CLOCK P M.

RESTATED CERTIFICATE, CHANGING ITS NAME FROM "BEST AIR

HOLDINGS , INC. '' TO "VIRGIN AMERICA INC , I ! , FILED THE FOURTEENTH

DAY OF NOVEMBER, A.D. 2005, AT 3 : 4 3 O'CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID

CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE

AFORESAID CORPORATION

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES

HAVE BEEN PAID TO DATE

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE

05094180 7

Harriet Smith Windsor, Secwtary of State

AUTHENTICATION: 4306926

DATE: 11-18-05

PAGE 2

BEEN FILED TO DATE

&-**- Harriet Smith Windsor, Secretary of State

3 7 5 6 9 7 5 8310 AUTHENTICATION : 4 3 0 6 92 6

DATE: 11-18-05 050941807

V i r g i n A m e r i c a C e r t i f i c a t e A p p l i c a t i o n

E x h i b i t 4 ( 4 0 pages )

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

BEST AIR HOLDINGS, INC.

Best Air Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter the “Cornoration”), hereby certifies as follows:

1. The name of the Corporation is Best Air Holdings, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 26,2004 and was amended and restated on June 8,2005.

2. Pursuant to Sections 241 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation has been duly adopted by the sole incorporator of the Corporation and restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation. The Corporation has not received any payment for any of its stock.

(a) The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the Corporation is Virgin America Inc.

SECOND: The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Del aware.

FOURTH: The total number of shares of stock which the Corporation has authority to issue is 30,649,403 shares, consisting of: (i) 4,887,105 shares of Convertible Preferred Stock, par value $.01 per share (the “Preferred Stock”); (ii) 16,454,802 shares of Class A Common Stock, par value $.01 per share (the “Class A Common”), 4,887,105 shares of which shall be reserved for issuance upon any conversion of the Preferred Stock, 2,036,347 shares of which shall be reserved for issuance upon any conversion of the Class B Common Stock, par value $.01 per share (the “Class B Common”), 5,690,108 shares of which shall be reserved for issuance upon any conversion of the Class C Common Stock, par value $0.01 per share (the “Class C Common”), 154,543 shares of which shall be reserved for issuance upon any conversion of the Class D Common Stock, par value $0.01 per share (the “Class D Common”), 474,222 shares of which shall be reserved for issuance upon any conversion of the Class E Common Stock, par value $0.01 per share (the “Class E Common”), 19,3 18 shares of which shall be reserved for issuance upon any conversion of the Class F Common Stock, par value $0.01 per share (the “Class F Common”) and 1,580,741 shares of which shall be reserved for issuance upon any conversion of the Class G Common Stock, par value $0.01 per share (the

096387-001 S-10137-NYOI ,2459304.30

2

“Class G Common”); (iii) 2,036,347 shares of Class B Common (1 54,543 shares of which shall be reserved for issuance upon any conversion of the Class D Common and 19,3 18 shares of which shall be reserved for issuance upon any conversion of the Class F Common); (iv) 5,690,108 shares of Class C Common Stock; (v) 100 shares of Class D Common; (vi) 100 shares of Class E Common; (vii) 100 shares of Class F Common; and (viii) 1,580,741 shares of Class G Common (474,222 shares of which shall be reserved for issuance upon any conversion of the Class E Common) (the Class A Common, Class B Common, Class C Common, Class D Common, Class E Common, Class F Common and Class G Common, collectively, the ‘‘Common Stock”) .

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

I. Common Stock

Except as otherwise expressly provided herein, all shares of Common Stock shall be identical and shall entitle the holders thereof to the same rights and privileges.

(a) Voting Rights.

(i) Class A Common and Class B Common. The holders of Class A Common and Class B Common shall be entitled to one vote per share in respect of each share of Class A Common or Class B Common held by such holders on all matters to be voted on by the Corporation’s stockholders. Except as provided in this Certificate of Incorporation or the Bylaws, the holders of the Class A Common, Class B Common, Class D Common and Class F Common shall vote together as a single class on all matters brought before the stockholders of the Corporation.

(ii) Class C Common, Class E Common and Class G Common. Except as otherwise required by law, the holders of Class C Common, Class E Common and Class G Common shall have no right to vote on any matters to be voted on by the Corporation’s stockholders.

(iii) Class D Common. The holder of the Class D Common shall be entitled to vote on all matters to be voted on by the Corporation’s stockholders in accordance with the provisions below.

(1) Prior to the conversion of any shares of Class D Common, the holder of the Class D Common shall be entitled to 1,545.43 votes per share. To the extent the Class B Common is adjusted for any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the number of votes referred to in the foregoing sentence shall be adjusted accordingly (as if there were one share of Class B Common underlying each vote).

096387-0015-10137-NYOl.2459304.30

3

(2) D Common held by the holder of the Class D Common, such holder of the Class D Common shall be entitled to that number of votes per share in respect of the shares of Class D Common then held by such holder equal to the quotient obtained by dividing (x) 154,543 (subject to adjustment upon stock split, combination or like event) the number of votes held in respect of Class A Common (or Class B Common, if applicable) received by the holder of the Class D Common upon the conversion of any shares (or fiaction thereof) of Class D Common pursuant to paragraph ( f ) below by (y) the aggregate number of shares of Class D Common then outstanding.

Upon the conversion of a portion but not all of the shares of Class

(iv) Class F Common. The holder of the Class F Common shall be entitled to vote on all matters to be voted on by the Corporation’s stockholders in accordance with the provisions below.

(1) holder of the Class F Common shall be entitled to 193.18 votes per share. To the extent the Class B Common is adjusted for any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the number of votes referred to in the foregoing sentence shall be adjusted accordingly (as if there were one share of Class B Common underlying each vote).

Prior to the conversion of any shares of Class F Common, the

(2) Upon the conversion of a portion but not all of the shares of Class F Common held by the holder of the Class F Common, such holder of the Class F Common shall be entitled to that number of votes per share in respect of the shares of Class F Common then held by such holder equal to the quotient obtained by dividing (x) 19,3 18 (subject to adjustment upon stock split, combination or like event) respect of Class A Common (or Class B Common, if applicable) received by the holder of the Class F Common upon the conversion of any shares (or fraction thereof) of Class F Common pursuant to paragraph (f) below by (y) the aggregate number of shares of Class F Common then outstanding.

the number of votes held in

(b) Dividends and Distributions.

(i) Subject to the rights of the holders of any outstanding Preferred Stock, with respect to dividends paid in cash or property in excess of Retained Earnings or as otherwise permitted by applicable law, when, as and if dividends or distributions are declared on the Common Stock, whether payable in cash, property or shares of capital stock of the Corporation, the holders of the Common Stock other than the Class G Common shall be entitled to share equally in such dividends or distributions on as-converted basis as if all shares of Common Stock were converted into shares of Class A Common pursuant to subsections (c), (e), (f) and (g) below, as applicable; provided, however, that notwithstanding anything to the contrary, (x) the holder of Class E Common shall not be entitled to share in any dividends or

096387-0015-10137-NYO1.2459304.30

4

distributions declared on Common Stock prior to the repayment in full to the Initial Stockholders of Return Amounts (as defined below) equal to or exceeding their respective Initial Investment (as defined below), and (y) the holders of the Class D Common and Class F Common shall not be entitled to share in any dividends or distributions declared on Common Stock prior to the repayment in full to the Initial Class B Holder of Return Amounts equal to or exceeding the Initial Class B Holder Investment (as defined below).

(ii) For purposes of this Amended and Restated Certificate of Incorporation, (a) the “Initial Investment” shall mean $177.3 million, which amount represents the aggregate amount of the capital contributions (whether in the form of debt or equity) in the Corporation made by the Initial Stockholders and Affiliates of the Initial Class B Holder; and (b) the “Initial Class B Holder Investment” shall mean $1 15 million.

(iii) Any cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Stockholders shall be deemed a repayment to the Initial Stockholders of the Initial Investment (and, to the extent attributable to shares of Common Stock held by the Initial Class B Holder and its Permitted Transferees, shall be deemed a repayment to the Initial Class B Holder of the Initial Class B Holder Investment) in the amount of such dividends or distributions to the extent the Initial Investment (or Initial Class B Holder Investment, if applicable) has not already been repaid in full (any such amount deemed as repayment to an Initial Stockholder, collectively with any proceeds received by the Initial Stockholders in respect of the Initial Shares (or to the Initial Class B Holder in respect of its debt and equity investments in the Corporation) upon a Public Offering, Sale or Additional Conversion Event, any amounts received on redemption of Preferred Stock held by the Initial Class A Holder, any dividends paid out in cash on the Preferred Stock and any interest paid out in cash on any debt securities held by the Initial Stockholders and Affiliates of the Initial Class B Holder pursuant to their terms, a “Return Amount”).

(iv) Subject to the foregoing, if dividends are declared which are payable in shares of a particular class of Common Stock, dividends shall be declared which are payable in shares at the same rate on all classes of Common Stock (and with respect to the Class D Common, Class E Common and Class F Common, on an as-converted basis in accordance with clause (i) above). Such dividends payable in shares of a particular class shall be payable only to the holders of shares of such class, and such dividends payable in shares of such other classes shall be payable only to the holders of shares of such other classes; provided, however, that notwithstanding the foregoing, any dividend shares payable on the Class D Common and Class F Common shall be payable in shares of Class B Common and any dividend shares payabIe on the Class E Common shall be payable in shares of Class C Common.

(c) Conversion of Class B Common. Class C Common and Class G Common.

(i) At any time and from time to time, except as set forth in paragraph I(c)(vi) of this Article FOURTH, (A) upon any Transfer of shares of Class C Common to a United States Citizen under the Federal aviation laws codified in title 49 of the United States Code (the “Federal Aviation Laws”), (B) upon and to the extent permitted by any change in United States federal regulatory restrictions with respect to the record or beneficial ownership of,

096387-001 5-10137-NYOI .2459304.30

5

or control by, any Person or Persons who are not United States Citizens in the airline industry, or (C) concurrently with an issuance of common stock by the Corporation to United States Citizens, each record holder of Class C Common shall be entitled to convert any or all of such holder’s shares into the same number of shares of Class A Common; provided, however, that the aggregate number of shares of Class C Common converted into Class A Common pursuant to clause (C) shall not exceed 33% of the aggregate number of shares of common stock issued to United States Citizens; and provided further that no holder of Class C Common shall be entitled to convert any share or shares of such class to the extent that, immediately after such conversion, the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws.

(ii) Each share of Class B Common shall be convertible into Class A Common at any time at the option of the holder; provided that, notwithstanding the foregoing, each share of Class E3 Common shall automatically convert into one share of Class A Common upon the closing of a Qualified Public Offering.

(iii) Each share of Class C Common and Class G Common, shall automatically convert into one share of Class A Common upon the closing of a Qualified Public Offering; provided, however, that no shares of Class C Common or Class G Common shall be converted to the extent that, immediately after such conversion, the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws. Notwithstanding the foregoing proviso, in the event that a portion but not all of the Class C Common and Class G Common may be converted to Class A Common without the Corporation being deemed to not be a United States Citizen under the Federal Aviation Laws, the Class C Common shall have a priority in right of conversion over the Class G Common. Notwithstanding anything herein to the contrary, no conversion of the shares of Class G Common shall take place unless all outstanding shares of such class may be converted without the Corporation being deemed to not be a United States Citizen under the Federal Aviation Laws.

(iv) Each conversion of shares of Class B Common, Class C Common or Class G Common, as the case may be, into the same number of shares of Class A Common shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such shares of Class B Common, Class C Common or Class G Common, as the case may be, stating that such holder desires to convert the shares, or a stated number of the shares, of Class B Common, Class C Common or Class G Common, as the case may be, represented by such certificate or certificates into Class A Common and that, to the best knowledge of such holder, immediately after such conversion the Corporation would not be deemed not to be a United States Citizen under the Federal Aviation Laws (and such written notice, subject to clause (vi) of this paragraph (c), shall obligate the Corporation to issue such Class A Common and to enter the holder’s name in the appropriate register of stockholders unless the Corporation has actual knowledge that, immediately after such conversion the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws). Such Conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class B Common, Class C Common or Class G Common, as the case may be, as such holder shall cease

096387-00 15- 101 37-NY01.2459304.30

6

(other than the right to receive any dividend or other distribution that has been declared by the Board of Directors of the Corporation to be payable on or following the date of conversion to holders of record of the converted Class B Common, Class C Common or Class G Common, as the case may be, on a date prior to the date of conversion) and the Person or Persons in whose name or names the certificate or certificates representing shares of Class A Common are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common represented thereby.

(v) Promptly after such surrender and the receipt of such written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (A) the certificate or certificates representing shares of the Class A Common issuable upon such conversion and (B) a certificate representing any shares of the Class B Common, Class C Common or Class G Common, as the case may be, which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) Notwithstanding anything to the contrary contained in this paragraph (c), if immediately after any conversion or Transfer of or any other transaction in shares of Class A Common, Class B Common, Class D Common or Class F Common, or any other class of voting securities, the Corporation is advised by the DOT that the DOT is of the opinion that the Corporation is not a United States Citizen under the Federal Aviation Laws, then the Corporation, without having to obtain the consent of the holder of such converted or transferred shares, shall have the power to, and shall, convert such converted or transferred shares of Class A Common, Class B Common, Class D Common or Class F Common or other voting securities into non-voting shares of Common Stock or other securities, respectively (but otherwise having the same rights, preferences, etc.), to the extent necessary to reduce the voting interest in the Corporation represented by Alien Owned Shares to the highest amount that would reinstate the Corporation as a United States Citizen under the Federal Aviation Laws.

(vii) If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of each of the other classes of Common Stock other than the Class D Common, Class E Common and the Class F Common simultaneously shall be proportionately subdivided or combined.

(viii) The issuance of certificates representing shares of Class A Common upon conversion of Class B Common, Class C Common or Class G Common, as the case may be, shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost (including without limitation transfer taxes) incurred by the Corporation in connection with such conversion and the related issuance of Class A Common. The Corporation shall not close its books against the transfer of Class A Common issued or issuable upon conversion of Class B Common, Class C Common or Class G Common, as the case may be, in any manner which would interfere with the timely conversion of such Class B Common, Class C Common or Class G Common, as the case may be.

(d) Preferences. In the event of any voluntary or involuntary liquidation, reorganization in bankruptcy, insolvency, receivership, dissolution or winding up of the affairs of the Corporation (a “Liquidation”), the holders of the outstanding shares of the Corporation’s

096387-001 5.101 37-NYOI .2459304.30

7

Common Stock shall receive, pro rata on an as-converted basis (pursuant to paragraph (c) above or subparagraphs (e)(i)(B)l .c.(y), (f)(i)(B)l .c.(y) or (g)(i)(B)l .c.(y) below, if applicable (in each case substituting the number 1 for “T”)), any distributions or proceeds in respect of assets or other remaining property of the Corporation, subject to (i) the prior payment to the Initial Stockholders and their Affiliates (and giving effect to any Return Amounts already distributed to or received by the Initial Stockholders) of an aggregate amount equal to all amounts paid by the Initial Stockholders and their Affiliates to purchase debt and equity securities of the Corporation; and (ii) any preferential and participating rights of any then outstanding Preferred Stock.

(e) Conversion of Class D Common.

(i) Immediately prior to the earliest to occur of a Public Offering, Sale or Additional Conversion Event, the holder of the Class D Common shall be entitled to convert the shares of Class D Common held by such holder as set forth in subclause (A) or (B) below (unless conversion of such shares is automatic pursuant to subclause (C) below), provided that no conversion of the Class D Common shall occur prior to or upon a Public Offering, Sale or Additional Conversion Event pursuant to subclause (A) or subclauses (B)l.a. or (B)l.b. (other than pursuant to the proviso set forth therein) below unless the Initial Class B Holder shall have received, prior to or upon consummation of such Public Offering, Sale or Additional Conversion Event, as applicable, and giving effect to any gross proceeds received in the Public Offering, Sale or Additional Conversion Event, as applicable, Return Amounts equal to or exceeding the Initial Class B Holder Investment, and provided further that in no event shall the aggregate number of shares issued upon conversion of the Class D Common exceed 154,543 shares (whether in the form of Class A Common, Class B Common or otherwise) (such number of shares, the “Class D Conversion Limit”); provided, however, that the Class D Conversion Limit shall be adjusted accordingly for (1) any stock split, dividend, combination or other reorganization (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization, as applicable); or (2) if an amendment to this Certificate of Incorporation is effected pursuant to which the authorized number of shares of Common Stock are increased and the Initial Class B Holder, subsequent to such amendment, acquires Common Stock or any other securities of the Corporation convertible into or exercisable or exchangeable for shares of Common Stock. Any amounts or percentages expressed as decimals in this paragraph (f) shall be to six decimal places.

(A)Public Offering. Sale or Additional Conversion Event. Subject to the foregoing and to clauses (B) and (C) below, in the event of a Public Offering, Sale or Additional Conversion Event, the holder of shares of Class D Common shall be entitled, at such holder’s option, to convert all (but not less than all) of the shares of Class D Common into a number of shares of Class A Common based on the formula below (unless any prior conversion of Class D Common has occurred, in which case clause (B) or (C) below, as applicable, shall apply), it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the variable “N” referred to in the equation below shall be adjusted proportionally (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization):

096387-001 5- 10137-NY01.2459304.30

8

A = 0.02 * ((N * P) - (I -D)) P

where

A =

N =

P =

I = D=

the number of shares of Class A Common into which the Class D Common is convertible pursuant to this subclause (A) the sum of 7,726,455 & the aggregate number of shares of Common Stock (including shares underlying warrants and other securities of the Corporation but excluding (i) shares issued upon exercise of the Class C-1 Warrants and Class C-2 Warrants and (ii) shares on any conversion of the Class D Common or Class F Common that are acquired by the Initial Class B Holder and/or its Permitted Transferees) acquired by the Initial Class B Holder and its Permitted Transferees subsequent to the Second Closing (such shares, the “Additional Class B Stockholder Shares”) the price of one share of Class A Common in the Public Offering, Sale or Additional Conversion Event, as applicable the Initial Class B Holder Investment the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Class B Holder and its Permitted Transferees in respect of the Initial Shares and Additional Class B Stockholder Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Prefmed Stock and (iii) interest paid in cash on any debt securities held by the Initial Class B Holder and its Permitted Transferees

(B)

1. Notwithstanding the foregoing, in the event that the holder of the Class D Common exercises any tag-along rights under Section 3.5 of the Class D Stockholders Agreement with respect to shares of Class D Common:

Partial Conversion Upon a Tan-Along Sale.

a. if in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by the Initial Class B Holder (whether pursuant to a Sale or Additional Conversion Event), then immediately prior to the consummation of such Transfer, all @ut not less than all) of the outstanding shares of Class D Common shall automatically convert into shares of Class A Common pursuant to the formula set forth in (x) clause (A) above, to the extent no prior partial conversions of Class D Common have occurred, or (y) clause (B)l.c.(y) below (substituting the number 1 for “T“ in the formula set forth therein), to the extent any prior partial conversions of Class D Common have occurred;

b. if in connection with a Transfer of 25% or more, but less than 100% (such percentage of all of the outstanding shares of Common

096387-001 5-10137-NY01.2459304.30

9

Stock Beneficially Owned by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully-diluted basis) transferred in the Sale for purposes of this subclause b. or c., the “Tag-Along Percentage”), of the shares of Common Stock (including shares underlying warrants and other securities of the Corporation) held by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully-diluted basis) pursuant to a Sale in which the Initial Class B Holder shall, as a result of such Sale, receive, or complete the receipt of, Return Amounts equal to the Initial Class B Holder Investment in full, then immediately prior to the consummation of such Transfer, the holder of the Class D Common, at such holder’s option, shall be entitled to either convert (x) all (but not less than all) of the outstanding shares of Class D Common into shares of Class A Common pursuant to the formula set forth in clause (A) above; or (y) that percentage of outstanding shares of Class D Common equal to the Tag-Along Percentage applicable to such Sale (such shares in any such sale, the “Class D Tan-Along Shares”), in accordance with the formula below:

A = 0.02 * T * ((E * P) + R - I) P

where

A = the number of shares of Class A Common into which the Class D Tag-Along Shares are convertible pursuant to this subclause (B)1 .b the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1) the number of shares of Common Stock (including shares of Common Stock underlying warrants and other securities of the Corporation) sold by the Initial Class B Holder in such Sale the per share price of one share of Class A Common in the Sale the sum of all Return Amounts previously received by the Initial Class B Holder prior to the Sale the Initial Class B Holder Investment

T =

E =

P =

R =

I =

c. if in connection with a Transfer of 25% or more, but less than loo%, of the shares of Common Stock held by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully- diluted basis) pursuant to a Sale prior to which the Initial Class B Holder shall have already received Return Amounts equal to or exceeding the Initial Class B Holder Investment, then immediately prior to the consummation of such Transfer, the holder of the Class D Common, at such holder’s option, shall be entitled to either

096387-001 5-101 37-NYO1.2459304.30

10

convert (x) all (but not less than all) of the outstanding shares of Class D Common into shares of Class A Common pursuant to the formula set forth in (1) clause (A) above, to the extent no prior conversions of Class D Common have occurred, or (2) clause (y) of this clause (B)1 .c below (substituting the number 1 for “T” in the formula set forth below), to the extent any prior conversions of Class D Common have occurred; or (y) the Class D Tag-Along Shares applicable to such Sale, in accordance with the formula below:

A=0.02 * T * F * ((N * P)- I + C + D) P

A =

T =

F =

N =

P =

I = C =

D =

the number of shares of Class A Common into which the Class D Tag-Along Shares applicable to the current Sale are convertible pursuant to this subclause (B) 1 .c. the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1) the number of unconverted shares of Class D Common outstanding immediately prior to the conversion, divided by 100 the sum of 7,726,455 t>lus the number of Additional Class B Stockholder Shares, it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the sum of 7,726,455 and the number of Additional Class B Stockholder Shares shall be adjusted accordingly (as if it represented a number of shares of Class A Common Stock) the per share price of one share of Class A Common in the current Sale the Initial Class B Holder Investment to the extent that a Sale in which conversion of shares of Class D Common pursuant to clause (B)1 .b has occurred, the product of “E * P” under the formula set forth therein; otherwise, 0 the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Class B Holder and its Permitted Transferees in respect of the Initial Shares and Additional Class B Stockholder Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Preferred Stock and (iii) interest paid in cash on any debt securities held by the Initial Class B Holder and its Permitted Transferees

096387-0015-101 37-NYOI ,2459304.30

11

2. In the event that the holder of the Class D Common elects to convert a portion, but not all of the outstanding Class D Common pursuant to subclauses (B)l.b. or (B)1 .c. above, at the time of a subsequent Public Offering, Sale or Additional Conversion Event, the holder of shares of Class D Common shall be entitled to convert all (but not less than all) of the remaining shares of Class D Common into a number of shares of Class A Common based on the formula in subclause (B)1 .c.(y) above, substituting the number 1 for “T”; provided, however, that in the event of a subsequent Sale in connection with whxh the holder of the Class D Common exercises its tag-along rights pursuant to the Class D Stockholders Agreement, and the holder of Class D Common elects to convert only a portion (in lieu of all) of the remaining outstanding shares of Class D Common into shares of Class A Common, the formula in subclause (B)1 .c.(y) shall apply with “T” equaling the Tag-Along Percentage applicable to such Sale.

(C) Conversion UDon a Qualified Public Offering. Drag Along Sale or Death or Disability of the Holder of Class D Common. Notwithstanding anything in this Amended and Restated Certificate of Incorporation to the contrary,

1. in the event of a Qualified Public Offering,

2. in the event that the Initial Class B Holder exercises any drag-along rights under Section 3.6 of the Class D Stockholders Agreement with respect to shares of Class D Common in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by the Initial Class B Holder (whether pursuant to a Sale or Additional Conversion Event), immediately prior to the consummation of such Transfer, or

3. immediately upon the death or disability of the holder of the Class D Common,

all (but not less than all) of the outstanding shares of Class D Common shall automatically convert into shares of Class A Common in accordance with the provisions in clause (B)1 .a. above; provided that, solely with respect to a conversion due to the death or disability of the holder of the Class D Common, in calculating the number of shares into which the shares of Class D Common are convertible, notwithstanding anything herein to the contrary, “P’, shall be equal to the greater of (x) the Fair Market Value of one share of Class A Common at the time of such conversion or (y) the per share price of one share of Class A Common in the immediately preceding Public Offering, Sale or Additional Conversion, as the case may be, if any.

(D) Valuation Price UDon Subseauent Public Offering. Sale or Additional Conversion Event. In the event that upon the occurrence of a Public Offering, Sale or Additional Conversion Event, the holder of the Class D Common does not

096287-00 15- IO 137-NYO1.2459304.30

12

elect (or is not permitted pursuant to the proviso in the first sentence of clause (i) above) to convert the Class D Common pursuant to subclause (A) or (B) above, the holder of the Class D Common shall be entitled to convert such holder’s shares of Class D Common, subject to the restrictions set forth in this clause (i), immediately prior to any subsequent Public Offering, Sale or Additional Conversion Event pursuant to the formula set forth in subclause (A) or in accordance with subclause (B)2., as applicable, it being understood that for purposes of the formula in subclause (A) or subclause (B)2., as applicable, the per share price of one share of Class A Common shall be as determined in respect of such subsequent Public Offering, Sale or Additional Conversion Event, as the case may be.

(E) Initial Class B Holder. Upon conversion of all of the outstanding Class D Common (whether pursuant to this clause (i) or clause (ii) below), the Initial Class B Holder shall receive the number of shares of Class A Common based on the formula below, it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the number 154,543 shall be adjusted accordingly (as if it represented a number of shares of Class A Common Stock):

B = 154,543 - A

where

B =

A =

the number of shares of Class A Common that the Initial Class B Holder shall receive pursuant to this subclause (E) the aggregate number of shares of Class A Common (or Class B Common, if applicable) received by the holder of Class D Common as a result of conversion of all shares of the Class D Common

(ii) In the event that, on the seventh anniversary of the date on which the Second Closing occurs, the shares of Class D Common have not previously been converted pursuant to clause (i) above and notwithstanding the proviso in the first sentence of clause (i) above or any other language herein to the contrary, the then outstanding shares of Class D Common shall automatically be converted into the number of shares of Class B Common that would have been issuable as Class A Common pursuant to subclause (B)2. of clause (i) above, assuming the offixing price referred to therein to be the Fair Market Value of one share of Class A Common.

(iii) Notwithstanding anythmg herein to the contrary, no fractional shares shall be issued upon any conversion of shares of Class D Common pursuant to this paragraph (e). If any fractional shares of Class D Common would, except for the provisions of the foregoing sentence, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder of the Class D Common an amount in cash equal to the price per share of such fractional share of Class A Common.

096387-001 S-10137-NYOI ,245930430

13

(iv) Each conversion of shares of Class D Common into shares of Class A Common or Class B Common, as applicable, shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal ofice of the Corporation at any time during normal business hours, together with a written notice by the holder of such shares of Class D Common stating that such holder desires to convert the shares, or a stated number of the shares, of Class D Common represented by such certificate or certificates into Class A Common or Class B Common, as applicable, and that, to the best knowledge of such holder, immediately after such conversion the Corporation would not be deemed not to be a United States Citizen under the Federal Aviation Laws (and such written notice, subject to clause (vi) of paragraph (c), shall obligate the Corporation to issue such Class A Common and to enter the holder’s name in the appropriate register of stockholders unless the Corporation has actual knowledge that, immediately after such conversion the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws). Such conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class D Common as such holder shall cease (other than the right to receive any dividend or other distribution that has been declared by the Board of Directors of the Corporation to be payable on or following the date of conversion to holders of record of the converted Class D Common on a date prior to the date of conversion) and the Person or Persons in whose name or names the certificate or certificates representing shares of Class A Common or Class B Common, as applicable, are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common or Class B Common, as applicable, represented thereby.

(v) Promptly after such surrender and the receipt of such written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (A) the certificate or certificates representing shares of the Class A Common or Class B Common, as applicable, issuable upon such conversion and (B) a certificate representing any shares (or fractions thereof) of the Class D Common, which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) The issuance of certificates representing shares of Class A Common or Class B Common, as applicable, upon conversion of Class D Common shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost (including without limitation transfer taxes) incurred by the Corporation in connection with such conversion and the related issuance of Class A Common or Class B Common, as applicable. The Corporation shall not close its books against the transfer of Class A Common or Class B Common, as applicable, issued or issuable upon conversion of Class D Common in any manner which would interfere with the timely conversion of such Class D Common.

(vii) Restrictions on Conversion. Any conversion permitted pursuant to this paragraph (e) shall be subject to the restrictions set forth in paragraph I(c)(vi) of this Article FOURTH.

096387-0015-101 37-NY01.2459304.30

14

( f ) Conversion of Class E Common.

(i) Immediately prior to the earliest to occur of a Public Offering, Sale or Additional Conversion Event, the holder of the Class E Common shall be entitled to convert the shares of Class E Common held by such holder as set forth in subclause (A) or (B) below (unless conversion of such shares is automatic pursuant to subclause (C) below), provided that no conversion of the Class E Common shall occur prior to or upon a Public Offering, Sale or Additional Conversion Event pursuant to subclause (A) or subclauses (B)1 .a. or (B)1 .b. (other than pursuant to the proviso set forth therein) below unless the Initial Stockholders shall have received, prior to or upon consummation of such Public Offixing, Sale or Additional Conversion Event, as applicable, and giving effect to any gross proceeds received in the Public Offering, Sale or Additional Conversion Event, as applicable, Return Amounts equal to or exceeding the Initial Investment, and provided further that in no event shall the aggregate number of shares issued upon conversion of the Class E Common exceed 474,222 shares (whether in the form of Class A Common, Class G Common or otherwise) (such number of shares, the “Class E Conversion Limit”); provided, however, that the Class E Conversion Limit shall be adjusted accordingly for any stock split, dividend, combination or other reorganization (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization, as applicable). Any amounts or percentages expressed.as decimals in this paragraph ( f ) shall be to six decimal places.

(A) Public Offering. Sale or Additional Conversion Event. Subject to the foregoing and to clauses (B) and (C) below, in the event of a Public Offering, Sale or Additional Conversion Event, the holder of shares of Class E Common shall be entitled, at such holder’s option, to convert all (but not less than all) of the shares of Class E Common into a number of shares of Class A Common based on the formula below (unless any prior conversion of Class E Common has occurred, in which case clause (B) or (C) below, as applicable, shall apply), it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the variable ‘W referred to in the equation below shall be adjusted proportionally (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization):

A=0.03 *((N*P)-(I-D)) P

where

A =

N = 15,806,719 P =

I = the Initial Investment D=

the number of shares of Class A Common into which the Class E Common is convertible pursuant to this subclause (A)

the price of one share of Class A Common in the Public Offering, Sale or Additional Conversion Event, as applicable

the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared andor paid on shares of Common Stock held by the Initial Stockholders and their

096387-001 5-101 37-NY01.2459304.30

15

Permitted Transferees in respect of the Initial Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Preferred Stock and (iii) interest paid in cash on any debt securities held by the Initial Stockholders and their Permitted Transferees

(B) Partial Conversion Upon a Tag-Along Sale.

1. Notwithstanding the foregoing, in the event that the holder of the Class E Common exercises its tag-along rights under Section 2.5 of the Class E Stockholders Agreement with respect to shares of Class E Common:

a. if in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by the Initial Stockholders (whether pursuant to a Sale or Additional Conversion Event), then immediately prior to the consummation of such Transfer, all (but not less than all) of the outstanding shares of Class E Common shall automatically convert into shares of Class A Common pursuant to the formula set forth in (x) clause (A) above, to the extent no prior partial conversions of Class E Common have occurred, or (y) clause (B)1 .c.(y) below (substituting the number 1 for ‘7’” in the formula set forth therein), to the extent any prior partial conversions of Class E Common have occurred;

b. if in connection with a Transfer of 25% or more, but less than 100% (such percentage of all of the outstanding shares of Common Stock Beneficially Owned by the Initial Stockholders (calculated immediately prior to such Transfer on a fully-diluted basis) transferred in the Sale for purposes of this subclause b. or c., the “Tan-Along Percentage”), of the shares of Common Stock (including shares underlying warrants and other securities of the Corporation) held by the Initial Stockholders (calculated immediately prior to such Transfer on a fully-diluted basis) pursuant to a Sale in which the Initial Stockholders shall, as a result of such Sale, receive, or complete the receipt of, Return Amounts equal to the Initial Investment in full, then immediately prior to the consummation of such Transfer, the holder of the Class E Common, at such holder’s option, shall be entitled to either convert (x) all (but not less than all) of the outstanding shares of Class E Common into shares of Class A Common pursuant to the formula set forth in clause (A) above; or (y) that percentage of outstanding shares of Class E Common equal to the Tag-Along Percentage applicable to such Sale (such shares in any such sale, the “Class E Tag-Along Shares”), in accordance with the formula below:

A = 0.03 * T * ((E * P) + R - I)

096387-0015-10137-NYO1.2459304.30

16

P where

A =

T =

E =

P =

R =

I =

the number of shares of Class A Common into which the Class E Tag-Along Shares are convertible pursuant to this subclause (B)1 .b the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1) the number of shares of Common Stock (including shares of Common Stock underlying warrants and other securities of the Corporation) sold by the Initial Stockholders in such Sale the per share price of one share of Class A Common in the Sale the sum of all Return Amounts previously received by the Initial Stockholders prior to the Sale the Initial Investment

c. if in connection with a Transfer of 25% or more, but less than loo%, of the shares of Common Stock held by the Initial Stockholders (calculated immediately prior to such Transfer on a fully-diluted basis) pursuant to a Sale prior to which the Initial Stockholders shall have already received Return Amounts equal to or exceeding the Initial Investment, then immediately prior to the consummation of such Transfer, the holder of the Class E Common, at such holder’s option, shall be entitled to either convert (x) all (but not less than all) of the outstanding shares of Class E Common into shares of Class A Common pursuant to the formula set forth in (1) clause (A) above, to the extent no prior conversions of Class E Common have occurred, or (2) clause (y) of this clause (B)l.c below (substituting the number 1 for “T“ in the formula set forth below), to the extent any prior conversions of Class E Common have occurred; or (y) the Class E Tag-Along Shares applicable to such Sale, in accordance with the formula below:

A=0.03 * T * F * ((N * P)- I + C + D) P

A = the number of shares of Class A Common into which the Class E Tag-Along Shares applicable to the current Sale are convertible pursuant to this subclause (B)1 .c. the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1) the number of unconverted shares of Class E Common (including any unvested but excluding any forfeited shares of Class E Common) outstanding immediately prior to the conversion, divided by 100

T =

F =

096387-001 5-101 37-NYO1.2459304.30

17

N =

P =

I = C =

D =

15,806,719, it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, such number shall be adjusted accordingly (as if it represented a number of shares of Class A Common Stock) the per share price of one share of Class A Common in the current Sale the Initial Investment to the extent that a Sale in which conversion of shares of Class E Common pursuant to clause (B) 1 .b has occurred, the product of “E * P” under the formula set forth therein; otherwise, 0 the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Stockholders and their Permitted Transferees in respect of the Initial Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Preferred Stock and (iii) interest paid in cash on any debt securities held by the Initial Stockholders and their Permitted Transferees

2. In the event that the holder of the Class E Common elects to convert a portion, but not all of the outstanding Class E Common pursuant to subclauses (B)1 .b. or (B)1 .c. above, at the time of a subsequent Public Offering, Sale or Additional Conversion Event, the holder of shares of Class E Common shall be entitled to convert all (but not less than all) of the remaining shares of Class E Common into a number of shares of Class A Common based on the formula in subclause (B)1 .c.(y) above, substituting the number 1 for “T”; provided, however, that in the event of a subsequent Sale in connection with which the holder of the Class E Common exercises its tag-along rights pursuant to the Class E Stockholders Agreement, and the holder of Class E Common elects to convert only a portion (in lieu of all) of the remaining outstanding shares of Class E Common into shares of Class A Common, the formula in subclause (B)1 .c.(y) shall apply with “T” equaling the Tag- Along Percentage applicable to such Sale.

(C) Conversion UPon a Qualified Public Offering. Drag Along Sale or Death or Disability of the Holder of Class E Common. Notwithstanding anything in this Amended and Restated Certificate of Incorporation to the contrary,


2. in the event that an Initial Stockholder exercises any drag-along rights under Section 2.6 of the Class E Stockholders Agreement with respect

096387-001 5-1 01 37-NYO 1.2459304.30

18

to shares of Class E Common in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by such Initial Stockholder (whether pursuant to a Sale or Additional Conversion Event), immediately prior to the consummation of such Transfer, or

3. immediately upon the death or Disability of the holder of the Class E Common,

all (but not less than all) of the outstanding shares of Class E Common shall automatically convert into shares of Class A Common in accordance with the provisions in clause (B)1 .a. above; provided that, solely with respect to a conversion due to the death or Disability of the holder of the Class E Common, in calculating the number of shares into which the shares of Class E Common are convertible, notwithstanding anything herein to the contrary, “I”’ shall be equal to the greater of (x) the Fair Market Value of one share of Class A Common at the time of such conversion or (y) the per share price of one share of Class A Common in the immediately preceding Public Offering, Sale or Additional Conversion, as the case may be, if any.

(D) Valuation Price UDon Subseuuent Public Offering. Sale or Additional Conversion Event. In the event that upon the occurrence of a Public Offering, Sale or Additional Conversion Event, the holder of the Class E Common does not elect (or is not permitted pursuant to the proviso in the first sentence of clause (i) above) to convert the Class E Common pursuant to subclause (A) or (B) above, the holder of the Class E Common shall be entitled to convert such holder’s shares of Class E Common, subject to the restrictions set forth in this clause (i), immediately prior to any subsequent Public Offering, Sale or Additional Conversion Event pursuant to the formula set forth in subclause (A) or in accordance with subclause (B)2., as applicable, it being understood that for purposes of the formula in subclause (A) or subclause (B)2., as applicable, the per share price of one share of Class A Common shall be as determined in respect of such subsequent Public Offering, Sale or Additional Conversion Event, as the case may be.

(ii) In the event that, on the seventh anniversary of the date on which the Second Closing occurs, the shares of Class E Common have not previously been converted pursuant to clause (i) above and notwithstanding the proviso in the first sentence of clause (i) above or any other language herein to the contrary, the then outstanding shares of Class E Common shall automatically be converted into the number of shares of Class G Common that would have been issuable as Class A Common pursuant to subclause (B)2. of clause (i) above, assuming the offering price referred to therein to be the Fair Market Value of one share of Class A Common.

(iii) Notwithstanding anything herein to the contrary, no fkactional shares shall be issued upon any conversion of shares of Class E Common pursuant to this paragraph (f). If any fkactional shares of Class E Common would, except for the provisions of the foregoing sentence, be delivered upon such conversion, the Corporation, in lieu of delivering

096387-001 5-1 01 37-NY01.2459304.30

19

such fractional share, shall pay to the holder of the Class E Common an amount in cash equal to the price per share of such fractional share of Class A Common.

(iv) Each conversion of shares of Class E Common into shares of Class A Common or Class G Common, as applicable, shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such shares of Class E Common stating that such holder desires to convert the shares, or a stated number of the shares, of Class E Common represented by such certificate or certificates into Class A Common or Class G Common, as applicable, and that, to the best knowledge of such holder, immediately after such conversion the Corporation would not be deemed not to be a United States Citizen under the Federal Aviation Laws (and such written notice, subject to clause (vi) of paragraph (c), shall obligate the Corporation to issue such Class A Common and to enter the holder’s name in the appropriate register of stockholders unless the Corporation has actual knowledge that, immediately after such conversion the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws). Such conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class E Common as such holder shall cease (other than the right to receive any dividend or other distribution that has been declared by the Board of Directors of the Corporation to be payable on or following the date of conversion to holders of record of the converted Class E Common on a date prior to the date of conversion) and the Person or Persons in whose name or names the certificate or certificates representing shares of Class A Common or Class G Common, as applicable, are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common or Class G Common, as applicable, represented thereby.

(v) Promptly after such surrender and the receipt of such written notice, the Corporation shall issue and deliver in accordance with the surrehdering holder’s instructions (A) the certificate or certificates representing shares of the Class A Common or Class G Common, as applicable, issuable upon such conversion and (B) a certificate representing any shares (or fractions thereof) of the Class E Common, which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) The issuance of certificates representing shares of Class A Common or Class G Common, as applicable, upon conversion of Class E Common shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost (including without limitation transfer taxes) incurred by the Corporation in connection with such conversion and the related issuance of Class A Common or Class G Common, as applicable. The Corporation shall not close its books against the transfer of Class A Common or Class G Common, as applicable, issued or issuable upon conversion of Class E Common in any manner which would interfere with the timely conversion of such Class E Common.

(vii) Restrictions on Conversion. Any conversion permitted pursuant to this paragraph (e) shall be subject to the restrictions set forth in paragraph I(c)(vi) of this Article FOURTH.

096387-001 5- IO1 37-NYO 1.2459304.30

20

(g) Conversion of Class F Common.

(i) Immediately prior to the earliest to occur of a Public Offering, Sale or Additional Conversion Event, the holder of the Class F Common shall be entitled to convert the shares of Class F Common held by such holder as set forth in subclause (A) or (B) below (unless conversion of such shares is automatic pursuant to subclause (C) below), provided that no conversion of the Class F Common shall occur prior to or upon a Public Offering, Sale or Additional Conversion Event pursuant to subclause (A) or subclauses (B)1 .a. or (B)1 .b. (other than pursuant to the proviso set forth therein) below unless the Initial Class B Holder shall have received, prior to or upon consummation of such Public Offixing, Sale or Additional Conversion Event, as applicable, and giving effect to any gross proceeds received in the Public Offering, Sale or Additional Conversion Event, as applicable, Return Amounts equal to or exceeding the Initial Class B Holder Investment, and provided further that in no event shall the aggregate number of shares issued upon conversion of the Class F Common exceed 19,3 18 shares (whether in the form of Class A Common, Class B Common or otherwise) (such number of shares, the “Class F Conversion Limit”); provided, however, that the Class F Conversion Limit shall be adjusted accordingly for (1 ) any stock split, dividend, combination or other reorganization (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization, as applicable); or (2) if an amendment to this Certificate of Incorporation is effected pursuant to which the authorized number of shares of Common Stock are increased and the Initial Class B Holder, subsequent to such amendment, acquires Common Stock or any other securities of the Corporation convertible into or exercisable or exchangeable for shares of Common Stock. Any amounts or percentages expressed as decimals in this paragraph ( f ) shall be to six decimal places.

(A) Public Offerina Sale or Additional Conversion Event. Subject to the foregoing and to clauses (B) and (C) below, in the event of a Public Offering, Sale or Additional Conversion Event, the holder of shares of Class F Common shall be entitled, at such holder’s option, to convert all (but not less than all) of the shares of Class F Common into a number of shares of Class A Common based on the formula below (unless any prior conversion of Class F Common has occurred, in which case clause (B) or (C) below, as applicable, shall apply), it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the variable “N” referred to in the equation below shall be adjusted proportionally (as if it represented a number of shares of Class A Common Stock all of which were subject to such stock split, dividend, combination or other reorganization):

A 0.0025 * ((N * PI - (I -DI) P

where

A =

N =

the number of shares of Class A Common into which the Class F Common is convertible pursuant to this subclause (A) the sum of 7,726,455 plus the number of Additional Class B Stockholder Shares

096387-001 5-10137-NYO1.2459304.30

21

P =

I = D=

the price of one share of Class A Common in the Public Offering, Sale or Additional Conversion Event, as applicable the Initial Class B Holder Investment the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Class B Holder and its Permitted Transferees in respect of the Initial Shares and Additional Class B Stockholder Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Preferred Stock and (iii) interest paid in cash on any debt securities held by the Initial Class B Holder and its Permitted Transferees

(B) Partial Conversion Uuon a Tap-Alone Sale.

1. Notwithstanding the foregoing, in the event that the holder of the Class F Common exercises any tag-along rights under Section 3.5 of the Class F Stockholders Agreement with respect to shares of Class F Common:

a. if in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by the Initial Class B Holder (whether pursuant to a Sale or Additional Conversion Event), then immediately prior to the consummation of such Transfer, all (but not less than all) of the outstanding shares of Class F Common shall automatically convert into shares of Class A Common pursuant to the formula set forth in (x) clause (A) above, to the extent no prior partial conversions of Class F Common have occurred, or (y) clause (B)l.c.(y) below (substituting the number 1 for “T” in the formula set forth therein), to the extent any prior partial conversions of Class F Common have occurred;

b. if in connection with a Transfer of 25% or more, but less than 100% (such percentage of all of the outstanding shares of Common Stock Beneficially Owned by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully-diluted basis) transferred in the Sale for purposes of this subclause b. or c., the “Tag-Alone Percentage”), of the shares of Common Stock (including shares underlying warrants and other securities of the Corporation) held by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully-diluted basis) pursuant to a Sale in which the Initial Class B Holder shall, as a result of such Sale, receive, or complete the receipt of, Return Amounts equal to the Initial Class B Holder Investment in full, then immediately prior to the consummation of such Transfer, the holder of the Class F Common, at such holder’s option, shall be entitled to either convert (x) all (but not less than all) of the outstanding shares of Class F Common into shares of Class A

096387-0015-101 37-NYOI ,2459304.30

22

Common pursuant to the formula set forth in clause (A) above; or (y) that percentage of outstanding shares of Class F Common equal to the Tag-Along Percentage applicable to such Sale (such shares in any such sale, the “Class F Tag-Along Shares”), with the formula below:

A = 0.0025 * T * ((E * P) + R - I), P

where

in accordance

A =

T =

E =

P =

R =

I =

the number of shares of Class A Common into which the Class F Tag-Along Shares are convertible pursuant to this subclause (B)1 .b the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1 ) the number of shares of Common Stock (including shares of Common Stock underlying warrants and other securities of the Corporation) sold by the Initial Class B Holder in such Sale the per share price of one share of Class A Common in the Sale the s u m of all Return Amounts previously received by the Initial Class B Holder prior to the Sale the Initial Class B Holder Investment

c. if in connection with a Transfer of 25% or more, but less than 1 OO%, of the shares of Common Stock held by the Initial Class B Holder (calculated immediately prior to such Transfer on a fully- diluted basis) pursuant to a Sale prior to which the Initial Class B Holder shall have already received Return Amounts equal to or exceeding the Initial Class B Holder Investment, then immediately prior to the consummation of such Transfer, the holder of the Class F Common, at such holder’s option, shall be entitled to either convert (x) all (but not less than all) of the outstanding shares of Class F Common into shares of Class A Common pursuant to the formula set forth in (1) clause (A) above, to the extent no pnor conversions of Class F Common have occurred, or (2) clause (y) of this clause (B)1 .c below (substituting the number 1 for “T” in the formula set forth below), to the extent any prior conversions of Class F Common have occurred; or (y) the Class F Tag-Along Shares applicable to such Sale, in accordance with the formula below:

Az0.0025 * T * F * (RJ * P)-I + C + D) P

096387-00 15- 101 37-NY01.24593O4.30

23

A =

T =

F =

N =

P =

I = C =

D =

the number of shares of Class A Common into which the Class F Tag-Along Shares applicable to the current Sale are convertible pursuant to this subclause (B)1 .c. the Tag-Along Percentage in respect of the current Sale (expressed as a decimal between 0 and 1) the number of unconverted shares of Class F Common outstanding immediately prior to the conversion, divided by 100 the sum of 7,726,455 & the number of Additional Class B Stockholder Shares, it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the sum of 7,726,455 and the number of Additional Class B Stockholder Shares shall be adjusted accordingly (as if it represented a number of shares of Class A Common Stock) the per share price of one share of Class A Common in the current Sale the Initial Class B Holder Investment to the extent that a Sale in which conversion of shares of Class F Common pursuant to clause (B)1 .b has occurred, the product of “E * P” under the formula set forth therein; otherwise, 0 the aggregate amount of (i) cash dividends or distributions (other than in the form of capital stock of the Corporation) declared and/or paid on shares of Common Stock held by the Initial Class B Holder and its Permitted Transferees in respect of the Initial Shares and Additional Class B Stockholder Shares, (ii) any dividends paid out in cash on Preferred Stock and any amounts paid out by the Corporation on redemption of Preferred Stock and (iii) interest paid in cash on any debt securities held by the Initial Class B Holder and its Permitted Transferees

2. In the event that the holder of the Class F Common elects to convert a portion, but not all of the outstanding Class F Common pursuant to subclauses (B)1 .b. or (B)1 .c. above, at the time of a subsequent Public Offering, Sale or Additional Conversion Event, the holder of shares of Class F Common shall be entitled to convert all (but not less than all) of the remaining shares of Class F Common into a number of shares of Class A Common based on the formula in subclause (B)1 .c.(y) above, substituting the number 1 for “T”; provided, however, that in the event of a subsequent Sale in connection with which the holder of the Class F Common exercises its tag-along rights pursuant to the Class F Stockholders Agreement, and the holder of Class F Common elects to convert only a portion (in lieu of all) of the remaining outstanding

096387-001 5-10137-NY01.2459304.30

24

shares of Class F Common into shares of Class A Common, the formula in subclause (B)1 .c.(y) shall apply with “T” equaling the Tag- Along Percentage applicable to such Sale.

(C) Conversion UDon a Oualified Public Offering. Drag Alonp Sale or Death or Disability of the Holder of Class F Common. Notwithstanding anythmg in this Amended and Restated Certificate of Incorporation to the contrary,


2. in the event that the Initial Class B Holder exercises any drag-along rights under Section 3.6 of the Class F Stockholders Agreement with respect to shares of Class F Common in connection with a Transfer of all (but not less than all) of the shares of Common Stock held by the Initial Class B Holder (whether pursuant to a Sale or Additional Conversion Event), immediately prior to the consummation of such Transfer, or

3. immediately upon the death or disability of the holder of the Class F Common,

all (but not less than all) of the outstanding shares of Class F Common shall automatically convert into shares of Class A Common in accordance with the provisions in clause (B)1 .a. above; provided that, solely with respect to a conversion due to the death or disability of the holder of the Class F Common, in calculating the number of shares into which the shares of Class F Common are convertible, notwithstanding anything herein to the contrary, “P” shall be equal to the greater of (x) the Fair Market Value of one share of Class A Common at the time of such conversion or (y) the per share price of one share of Class A Common in the immediately preceding Public Offering, Sale or Additional Conversion, as the case may be, if any.

(D) Valuation Price UDon Subseauent Public Offerine. Sale or Additional Conversion Event. In the event that upon the occurrence of a Public Offering, Sale or Additional Conversion Event, the holder of the Class F Common does not elect (or is not permitted pursuant to the proviso in the first sentence of clause (i) above) to convert the Class F Common pursuant to subclause (A) or (B) above, the holder of the Class F Common shall be entitled to convert such holder’s shares of Class F Common, subject to the restrictions set forth in this clause (i), immediately prior to any subsequent Public Offering, Sale or Additional Conversion Event pursuant to the formula set forth in subclause (A) or in accordance with subclause (B)2., as applicable, it being understood that for purposes of the formula in subclause (A) or subclause (B)2., as applicable, the per share price of one share of Class A Common shall be as determined in respect of such subsequent Public Offering, Sale or Additional Conversion Event, as the case may be.

096387-0015- IO 137-NYOI ,2459304.30

25

(E) Initial Class B Holder. Upon conversion of all of the outstanding Class F Common (whether pursuant to this clause (i) or clause (ii) below), the Initial Class B Holder shall receive the number of shares of Class A Common based on the formula below, it being understood that in the event of any stock split, dividend or combination, or any reclassification, recapitalization, consolidation, exchange or other reorganization, the number 19,3 18 shall be adjusted accordingly (as if it represented a number of shares of Class A Common Stock):

B = 19,318 -A

where

B =

A =

the number of shares of Class A Common that the Initial Class B Holder shall receive pursuant to this subclause (E) the aggregate number of shares of Class A Common (or Class B Common, if applicable) received by the holder of Class F Common as a result of conversion of all shares of the Class F Common

(ii) In the event that, on the seventh anniversary of the date on which the Second Closing occurs, the shares of Class F Common have not previously been converted pursuant to clause (i) above and notwithstanding the proviso in the first sentence of clause (i) above or any other language herein to the contrary, the then outstanding shares of Class F Common shall automatically be converted into the number of shares of Class B Common that would have been issuable as Class A Common pursuant to subclause (B)2. of clause (i) above, assuming the offering price referred to therein to be the Fair Market Value of one share of Class A Common.

(iii) Notwithstanding anything herein to the contrary, no fractional shares shall be issued upon any conversion of shares of Class F Common pursuant to this paragraph (g). If any fractional shares of Class F Common would, except for the provisions of the foregoing sentence, be delivered upon such conversion, the Corporation, in lieu of delivering such fractional share, shall pay to the holder of the Class F Common an amount in cash equal to the price per share of such fractional share of Class A Common.

(iv) Each conversion of shares of Class F Common into shares of Class A Common or Class B Common, as applicable, shall be effected by the surrender of the certificate or certificates representing the shares to be converted at the principal office of the Corporation at any time during normal business hours, together with a written notice by the holder of such shares of Class F Common stating that such holder desires to convert the shares, or a stated number of the shares, of Class F Common represented by such certificate or certificates into Class A Common or Class B Common, as applicable, and that, to the best knowledge of such holder, immediately after such conversion the Corporation would not be deemed not to be a United States Citizen under the Federal Aviation Laws (and such written notice, subject to clause (vi) of paragraph (c), shall obligate the Corporation to issue such Class A Common and to enter the holder’s name in the appropriate register of stockholders unless the Corporation has actual knowledge that, immediately after such conversion the Corporation

096387-001 5-10137-NY01.2459304.30

26

would be deemed not to be a United States Citizen under the Federal Aviation Laws). Such conversion shall be deemed to have been effected as of the close of business on the date on which such certificate or certificates have been surrendered and such notice has been received, and at such time the rights of the holder of the converted Class F Common as such holder shall cease (other than the right to receive any dividend or other distribution that has been declared by the Board of Directors of the Corporation to be payable on or following the date of conversion to holders of record of the converted Class F Common on a date prior to the date of conversion) and the Person or Persons in whose name or names the certificate or certificates representing shares of Class A Common or Class B Common, as applicable, are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the shares of Class A Common or Class B Common, as applicable, represented thereby.

(v) Promptly after such surrender and the receipt of such written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions (A) the certificate or certificates representing shares of the Class A Common or Class B Common, as applicable, issuable upon such conversion and (B) a certificate representing any shares (or fractions thereof) of the Class F Common, which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted.

(vi) The issuance of certificates representing shares of Class A Common or Class B Common, as applicable, upon conversion of Class F Common shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost (including without limitation transfer taxes) incurred by the Corporation in connection with such conversion and the related issuance of Class A Common or Class B Common, as applicable. The Corporation shall not close its books against the transfer of Class A Common or Class B Common, as applicable, issued or issuable upon conversion of Class F Common in any manner which would interfere with the timely conversion of such Class F Common.

(vii) Restrictions on Conversion. Any conversion permitted pursuant to this paragraph (g) shall be subject to the restrictions set forth in paragraph I(c)(vi) of this Article FOURTH.

(h) Additional Issuances of Class D Common, Class E Common and Class F Common- The Corporation shall not issue any shares of Class D Common, Class E Common or Class F Common to any persons other than the respective initial holders of such classes.

(i) Reservation of Class A Common. Class B Common and Class G Common. The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Class A Common, Class B Common and Class G Common, for the purpose of effecting the conversion of shares of Class D Common, Class E Common and Class F Common, the full number of shares of Class A Common, Class B Common or Class G Common, as applicable, then deliverable upon the conversion of all shares of Class D Common, Class E Common and Class F Common then outstanding.

096387-00 15-1 01 37-NYOI ,2459304.30

27

11. Prefmed Stock

The Preferred Stock shall have the following rights, preferences, powers, privileges, restrictions, qualifications and limitations.

(a) Rank. The Preferred Stock shall, with respect to dividend, repurchase, repayment and redemption rights and rights on any Liquidation, rank prior to all classes of Common Stock. All equity securities of the Corporation to which the Preferred Stock may rank prior with respect to dividends and upon Liquidation or otherwise are collectively referred to herein as the “Junior Securities”; all equity securities of the Corporation as to which the Preferred Stock may rank on a parity as to any one of dividends or upon Liquidation or otherwise and does not rank senior as to any of the same are collectively referred to herein as the “Paritv Securities”; and all equity securities of the Corporation to which the Preferred Stock may rank junior, whether with respect to dividends or upon Liquidation or otherwise, are collectively referred to herein as the “Senior Securities”. The Preferred Stock shall be subject to the creation of Junior Securities, Parity Securities and Senior Securities.

(b) Dividends. (i) The holders of the shares of Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative dividends, payable in cash, at a rate per share per annum equal to (A) 3.86% of the Original Purchase Price per share and (B) 4.68% of the sum of all compounded accrued and unpaid dividends on such share of Preferred Stock from the date on which the Preferred Stock is first issued (the “Original Issue Date”), in each case, as adjusted for any stock dividends, combinations or splits or similar events with respect to the shares. Such dividends shall be compounded annually on the anniversary of the Original Issue Date. Subject to paragraph @)(iii) below, each such dividend shall accrue to the holders of record of shares of Preferred Stock as they appear on the share register of the Company on the corresponding Record Date. For purposes of this Section 11, the term “Record Date” means, with respect to the dividend accruing on the anniversary of the Original Issue Date each year, the last day of the preceding month or such other record date, not more than 60 days or less than 10 days preceding the accrual dates thereof, as shall be fixed by the Board.

(ii) The amount of dividends accruing for the initial dividend period, or any other period shorter or longer than a full dividend period, on the Preferred Stock shall be computed on the basis of a 365-day year (or 366 days in the case of a leap year).

(iii) Dividends on the Preferred Stock shall accumulate annually whether or not the Company has earnings or profits, whether or not there are h d s legally available for payment of such dividends and whether or not dividends are declared. Accrued and unpaid dividends shall not be payable on the Preferred Stock until the earlier of (a) the date on which the Subordinated Notes are redeemed in full, (b) the Expiration Date (as defined in the Warrant Agreement); or (c) such other time as interest is paid in cash on the Subordinated Notes; provided, however, in no event shall dividends on the Preferred Stock be payable unless any interest paid on the Subordinated Notes is not contemporaneously used to pay the exercise price on Class C- 1 Warrants and any such dividends shall only be payable in such aggregate amount (distributed pro rata among all holders of Preferred Stock) equal to the amount of interest (including any paid-in-kind interest subsequently deemed a portion of the principal amount of

096387-001 5-10137-NYOI ,2459304.30

28

the Subordinated Notes) paid out in cash on the Subordinated Notes (the “Notes Cash Interest Pavment”) where such interest is not contemporaneously used to pay the exercise price on the Class C-1 Warrants (such aggregate amount, the “Pavable Dividend Amount”). To the extent a Notes Cash Interest Payment has been used to calculate the Payable Dividend Amount previously paid to the holders of the Preferred Stock, such amounts shall not be taken into account for any subsequent calculation of a Payable Dividend Amount. Notwithstanding any provision to the contrary contained herein, the Preferred Stock shall participate in any dividends declared and paid on any Junior Securities on an as-converted basis.

(iv) So long as any shares of the Preferred Stock are outstanding, except as described in the two next succeeding sentences, unless the Payable Dividend Amount has previously or contemporaneously been declared and paid in full or declared and consideration sufficient for the payment thereof set apart for such payment on the Preferred Stock, then: (A) no dividend shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any shares of Parity Securities; (B) no other distribution shall be declared or made upon, or any sum set apart for the payment of any distribution upon, any shares of Parity Securities; (C) no shares of Parity Securities shall be purchased, redeemed or otherwise acquired or retired for value (except by conversion into or an exchange for shares of Junior Securities) by the Company or any Subsidiary of the Company; and (D) no monies shall be paid into or set apart or made available for a sinking or other like fimd for the purchase, redemption or other acquisition or retirement for value of any shares of Parity Securities by the Company or any of its Subsidiaries. If at any time the Company pays less than the full Payable Dividend Amount to holders of the Preferred Stock, such payment shall be distributed ratably among the holders of Preferred Stock based upon the aggregate accrued but unpaid dividends on the Preferred Stock held by each holder. When dividends are not paid in full (subject to the Payable Dividend Amount) or consideration sufficient for such payment is not set apart, as aforesaid, all dividends declared upon any other class or series of Parity Securities which are on parity with respect to dividends shall be declared ratably in proportion to the respective amounts dividends accumulated and unpaid on the Preferred Stock and accumulated and unpaid on such Parity Securities.

(v) Unless the Payable Dividend Amount has been declared and paid in full or declared and consideration sufficient for the payment thereof set apart for such payment on the Preferred Stock, then: (A) no dividend (other than a dividend payable solely in shares of any Junior Securities) shall be declared or paid upon, or any sum set apart for the payment of dividends upon, any shares of Junior Securities; (B) no other distribution shall be declared or made upon, or any sum set apart for the payment of any distribution upon, any shares of Junior Securities; (C) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired or retired for value (excluding an exchange for shares of other Junior Securities) by the Company or any of its Subsidiaries; and (D) no monies shall be paid into or set apart or made available for a sinking or other like fund for the purchase, redemption or other acquisition or retirement for value of any shares of Junior Securities by the Company or any of its Subsidiaries. Holders of Preferred Stock will not be entitled to any dividends, whether payable in cash, property or stock, in excess of the Payable Dividend Amount.

(c) Liauidation Preference. (i) In the event of a Liquidation, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid out of the assets of the

096387-001 5-1 01 37-NYOI .2459304.30

29

Corporation available for distribution to its stockholders an amount in cash equal to the greater of (A) the Original Purchase Price plus the per share portion of the current Payable Dividend Amount for each such share outstanding on the date of Liquidation or (B) the amount that would be payable to the holders of Preferred Stock if the Preferred Stock were converted into Class A Common immediately prior to the event requiring calculation of the Liquidation Preference (the greater of (A) and (B), the “Liauidation Preference”), pro rata among all holders of Preferred Stock, before any payment shall be made or any assets distributed to the holders of any of the Junior Securities.

Except as provided in the first sentence of this paragraph (c)(i), holders of Preferred Stock shall not be entitled to any distribution in the event of a Liquidation. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of the Preferred Stock and any Parity Securities which are on parity with respect to liquidation rights, after payment in h l l of any liquidation preference on any Senior Securities, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Preferred Stock and the holders of outstanding shares of such Parity Securities which are on parity with respect to liquidation rights are entitled were paid in full.

(ii) After payment to the holders of Preferred Stock of the full Liquidation Preference to which they are entitled, the holders of Prefmed Stock, in such capacity, will have no right or claim to any of the assets of the Corporation.

(iii) The value of any property not consisting of cash that is distributed by the Corporation to the holders of the Preferred Stock in payment of dividends on the Preferred Stock shall be at Fair Market Value.

(d) Voting Rihts. Each holder of outstanding shares of Preferred Stock shall be entitled to one vote per share of Class A Common into which the shares of Preferred Stock held by such holder are then convertible (as adjusted from time to time pursuant to paragraph (e) of this Section 11), at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration. Except as otherwise provided by applicable law, the holders of Preferred Stock shall vote together with the holders of Class A Common as a single class.

(e) Conversion Rights. (i) The Preferred Stock shall be convertible at any time into Class A Common on the basis set forth below. Except to the extent otherwise provided in this paragraph (e), each share of Preferred Stock shall be convertible into one share of Class A Common. For the avoidance of doubt, upon conversion of any share of Preferred Stock, any Payable Dividend Amount attributable to such shares shall be paid out in cash and not converted into shares of Class A Common.

(ii) Each share of Preferred Stock shall convert into one share of Class A Common at any time at the option of the holder.

096387-001 5-1 01 37-NY01.2459304.30

30

(iii) Notwithstanding anything herein to the contrary, upon the exercise of any Class C-1 Warrants by the holders thereof, a number of shares of Prefmed Stock equal to the number of Class C-1 Warrant Shares (as defined in the Warrant Agreement) issuable upon exercise of such Class C-1 Warrants shall automatically convert into shares of Class A Common (on a one-for-one basis unless adjusted pursuant to this paragraph (e)) without any action on the part of the holders of the Preferred Stock. Any conversion of Preferred Stock pursuant to this paragraph (e)(iii) shall be allocated pro rata among the holders of the Preferred Stock based upon each such holder’s relative holdings of Preferred Stock immediately prior to such conversion. The Corporation shall provide prompt notice to all applicable holders of Preferred Stock of any conversion of Preferred Stock pursuant to this paragraph (e)(iii), which notice shall state (1) the number of shares of Preferred Stock held by such holder that have been converted into Class A Common, (2) any cash payments to be received by such holder in lieu of fractional shares, and (3) the method for surrendering to the Corporation any certificates representing shares of Preferred Stock and for the re-issuance of certificates representing (A) any shares of Preferred Stock held by such holder after the conversion and (B) the shares of Class A Common issuable upon such conversion.

(iv) The shares of Preferred Stock shall be convertible at the main office of the Corporation, and at such other office or offices, if any, as the Board of Directors may designate, into fully paid and non-assessable shares (calculated as to each conversion to the nearest one-hundredth of a share) of Class A Common, at the Conversion Ratio in effect at the time of conversion set forth above. As used herein, “Conversion Ratio” shall mean a fraction of which the numerator shall be one and the denominator shall be the number of shares of Class A Common into which each share of Preferred Stock is convertible as provided herein. The Conversion Ratio shall be subject to adjustment from time to time as set forth below. In order to convert shares of Preferred Stock into Class A Common pursuant to paragraph (e)(ii), the holder thereof shall surrender at any office hereinabove mentioned the certificate or certificates therefor, duly endorsed or assigned to the Corporation or in blank, and give written notice to the Corporation at such ofice that he or she elects to convert such shares. No payment or adjustment shall be made upon any conversion on account of any dividends accrued on the shares of Preferred Stock since the most recent dividend payment date, if any, surrendered for conversion or automatically converted, as applicable, or on account of any dividends on the Class A Common issued upon conversion to the extent declared prior to such conversion.

(v) Shares of Preferred Stock shall be deemed to have been converted (1) in the case of a voluntary conversion pursuant to paragraph (e)(ii), immediately prior to the close of business on the day of the surrender of such shares for conversion in accordance with the foregoing provisions or (2) in the case of an automatic conversion pursuant to paragraph (e)(iii), simultaneously with the receipt by the Corporation of the exercise price and warrant certificate in respect of the Class C-1 Warrants exercised, and in each case the Person or Persons entitled to receive the Class A Common issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Common at such time. As promptly as practicable on or after the conversion date, the Corporation shall issue and shall deliver at such office a certificate or certificates for the number of full shares of Class A Common issuable upon such conversion, together with payment of cash in lieu of any fraction of a share, as hereinafter provided, to the Person or Persons entitled to receive the same.

096387-001 5-1 01 37-NYOI .24593O4.30

31

(vi) In case at any time after the issuance of the Preferred Stock, the Corporation shall (A) issue rights or warrants (other than stock options or other securities granted in accordance with the Corporation’s stock option incentive program or warrants issued pursuant to the Subscription Agreement) to all holders of its Class A Common entitling them to subscribe for or purchase shares of Class A Common at a price per share less than the Original Purchase Price, (B) subdivide or reclassie the outstanding shares of Class A Common into a greater number of shares of Class A Common, (C) combine or reclassify the outstanding shares of Class A Common into a smaller number of shares of Class A Common, (D) reclassify the outstanding shares of Class A Common into other securities of the Corporation, or (E) otherwise issue any shares of its capital stock to the holders of outstanding shares of Common Stock (other than upon any conversion of any class of capital stock into Class A Common, Class B Common or Class G Common or upon the exercise of the warrants issued pursuant to the Warrant Agreement), then, and in each such case, the Conversion Ratio shall be adjusted so that the holder of each share of Preferred Stock thereafter surrendered for conversion pursuant to this paragraph (e) shall be entitled to receive, upon such conversion, the number and kind of shares of Class A Common or other securities that the holder of a share of Preferred Stock would have been entitled to receive after the happening of any of the events described in this paragraph (e)(vi) had such share of Preferred Stock been so converted immediately prior to the date of the happening of such event or the record date therefor, whichever is earlier. Any adjustment made pursuant to this paragraph (e)(vi) shall become effective (1) in the case of any such issuance, immediately after the close of business on the record date for the determination of holders of shares of Class A Common entitled to receive such rights or warrants, or (2) in the case of any such subdivision, reclassification or combination, at the close of business on the day upon which such corporate action becomes effective.

(vii) In the event that at any time, as a result of an adjustment made pursuant to paragraph (e)(vi) above, the holder of any Preferred Stock thereafter converted shall become entitled to receive any shares of capital stock of the Corporation other than its Class A Common, thereafter the number of such shares so receivable upon conversion shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Class A Common contained in paragraph (e)(vi) above.

(viii) Whenever the Conversion Ratio is adjusted as herein provided, the Corporation shall compute the adjusted Conversion Ratio in accordance with this paragraph (e) and shall prepare a notice stating that the Conversion Ratio has been adjusted and setting forth the adjusted Conversion Ratio that shall forthwith be required, and such notice shall be provided by the Corporation to all holders of Preferred Stock.

The Corporation shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Class A Common, for the purpose of effecting the conversion of shares of Preferred Stock, the full number of shares of Class A Common then deliverable upon the conversion of all shares of Preferred Stock then outstanding.

(ix)

(x) The Corporation shall pay any and all taxes that may be payable in respect of the issue or delivery of shares of Class A Common on conversion of shares of the Preferred Stock (including transfer taxes, subject to the following sentence); provided, however,

096387-001 5-10137-NY01.2459304.30

32

that the corporation shall not pay any state or federal income taxes owed by any holder of the Preferred Stock.

(0 Redamtion.

Each share of Preferred Stock is redeemable as provided in this paragraph (0.

(i) Subject to Section II(e)(iii) of this Article FOURTH, on the earlier of (A) the Expiration Date, (B) a Change of Control (other than a Company Sale (as defined in the Stockholders Agreement)) in which the entire outstanding principal amount of the Subordinated Notes is redeemed or (C) the repayment of the entire outstanding principal amount (together with any accrued but unpaid interest thereon) of the Subordinated Notes, if any shares of the Preferred Stock shall be outstanding, to the extent the Corporation shall have funds legally available for such payment, the Corporation shall redeem all (and not less than all) of the then outstanding shares of Preferred Stock at a price equal to the Liquidation Preference set forth in paragraph (c) of this Section I1 (such amount, the “RedemDtion Price”), payable in cash. Notwithstanding anything herein to the contrary, such redemption (x) shall be on a pari uassu basis with the redemption or repayment, as applicable, of the Subordinated Notes and (y) shall not occur if, immediately after such redemption, the Corporation would be deemed not to be a United States Citizen under the Federal Aviation Laws; provided, however, that the Corporation shall use its reasonable best efforts to redeem the then outstanding shares of Preferred Stock as promptly as practicable after such restriction no longer applies to the Corporation. In particular, and without any limitation on the foregoing, the Corporation shall not be obligated to redeem any shares of Preferred Stock to the extent that, as a result of such redemption, the voting interest in the Corporation represented by Alien Owned Shares would exceed the permitted percentage allowable under DOT regulations.

(ii) In the event the Corporation shall redeem shares of Preferred Stock pursuant to Section II(f)(i), written notice of such redemption shall be given by first class mail, postage prepaid, mailed not less than 15 nor more than 90 days prior to the date fixed for such redemption (the “RedemDtion Date”), to each holder of record of the shares to be redeemed at such holder’s address as the same appears on the stock register of the Corporation; provided, however, that no failure to give such notice nor any defect thereon shall affect the validity of the proceeding for the redemption of any shares of Preferred Stock to be redeemed except as to any holder to whom the Corporation has failed to give said notice and any holder whose notice was defective. Each such notice shall state: (A) the Redemption Date; (B) the number of shares of Preferred Stock to be redeemed; (D) the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price; and (E) that dividends on the shares to be redeemed shall cease to accrue on such Redemption Date.

(iii) Notice having been mailed as aforesaid, fiom and after the Redemption Date (unless default shall be made by the Corporation in providing money for the payment of the Redemption Price), dividends on the shares of Preferred Stock so called for redemption shall cease to accrue and said shares shall no longer be deemed to be outstanding and shall be canceled and cease to exist, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the Redemption Price and the rights provided in paragraph (f)(iv)) shall cease. Upon surrender in accordance with said notice

096387-001 5- I01 37-NY01.2459304.30

33

of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the Redemption Price.

(iv) Except in connection with a redemption on the Expiration Date, holders of Preferred Stock to be redeemed shall be permitted to convert such shares of Preferred Stock in accordance with the terms set forth in paragraph (e) of this Section I1 during the 15-90- day notice period set forth in clause (e)(ii).

(g) Notwithstanding any other provision herein, any amounts payable with respect to the securities of the Issuer (including without limitation any payments of dividends on the Common Stock or the Preferred Stock whether in cash or in-kind) shall be paid net of any withholding taxes that may be required under applicable law.

FIFTH: (a) Limitation of Voting RiPhts. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, at no time shall Alien Owned Shares be voted, unless such shares are registered on the Foreign Stock Record (as defined in the Bylaws) maintained by the Corporation. The Bylaws may contain provisions to implement this provision.

(b) Bylaws. Legends, Etc. (i) The Bylaws of the Corporation may make appropriate provisions to effect the requirements of this Article FIFTH.

(ii) All certificates representing Class A Common, Class B Common, Class D Common or Class F Common or any other voting securities of the Corporation are subject to the restrictions set forth in this Article FIFTH.

(iii) A majority of the directors of the Corporation shall have the exclusive power to determine all matters necessary to determine compliance with this Article FIFTH, and the good faith determination of a majority of the directors of the Corporation on such matters shall be conclusive and binding for all the purposes of this Article FIFTH.

(c) Beneficial OwnershiD Inauiry. (i) The Corporation may by notice in Writing (which may be included in the form of proxy or ballot distributed to stockholders of the Corporation in connection with the annual meeting (or any special meeting) of the stockholders of the Corporation, or otherwise) require a Person that is a holder of record of equity securities of the Corporation or that the Corporation knows to have, or has reasonable cause to believe has, Beneficial Ownership of equity securities of the Corporation to certify in such manner as the Corporation shall deem appropriate (including by way of execution of any form of proxy or ballot by such Person) that, to the knowledge of such Person:

(A) all equity securities of the Corporation as to which such Person has record ownership or Beneficial Ownership are owned and controlled only by United States Citizens, except for those shares of capital stock and warrants owned by the Initial Class B Holder, the holder of the Class D Common and the holder of the Class F Common; or

096387-001 5-1 01 37-NYO1.2459304.30

34

(B) the number and class or series of equity securities of the Corporation owned of record or Beneficially Owned by such Person that are owned or controlled by Persons who are not United States Citizens are as set forth in such certificate.

(ii) With respect to any equity securities identified by such Person in response to paragraph (c)(i) of this Article FIFTH, the Corporation may require such Person to provide such further information as the Corporation may reasonably require in order to implement the provisions of this Article FIFTH.

(iii) For purposes of applying the provisions of this Article FIFTH with respect to any equity securities of the Corporation, in the event of the failure of any Person to provide the certificate or other information to which the Corporation is entitled pursuant to this paragraph (c), the Corporation shall presume that the equity securities in question are owned or controlled by Persons who are not United States Citizens.

SIXTH: (a) The number of directions which shal1 constitute the entire Board of Directors of the Corporation shall be up to ten (1 0).

(3) Notwithstanding anything herein to the contrary, (i) the Initial Class B Holder (and its Permitted Transferees, if applicable) shall have the right to nominate up to three of the directors of the Corporation, as provided by the Bylaws, (ii) the Initial Class A Holder (and its Permitted Transferees, if applicable) shall have the right to nominate up to six of the directors of the Corporation, as provided by the Bylaws, and (iii) the Chief Executive Officer shall have the right to serve as a director on the Board of Directors, subject to the limitations set forth in paragraph (c) below and as otherwise provided by the Bylaws.

(c) Each director of the Corporation other than the Chief Executive Officer (or his replacement or successor on the Board of Directors; such person, the “CEO Director”), in his capacity as a director, shall be entitled to one vote on each matter brought before the Board of Directors. The CEO Director shall not be entitled to vote on any matter brought before the Board of Directors. Notwithstanding the foregoing limitation, if the Chief Executive Officer is elected to the Board of Directors as a nominee of the Initial Class A Holder or Initial Class B Holder (or their respective Permitted Transferees, if applicable), the Chief Executive Officer, in his capacity as a director, shall be entitled to one vote on each matter brought before the Board of Directors.

SEVENTH: The following terms shall have the following meaning for the purpose of this Restated Certificate of Incorporation:

“Additional Conversion Event” shall mean any merger or consolidation of the Corporation with any other Pepon or any sale, conveyance, transfer or other disposition of all or substantially all of the assets of the Corporation in which the Initial Stockholders participate, or any other transaction in which the Initial Stockholders participate and in which Control of the Corporation is transferred to Persons other than to the Initial Stockholders or their Affiliates.

“Affiliate” shall mean, with respect to any Person, any other Person that (a) directly, or indirectly through one or more intermediaries, controls, is controlled by or is under

096387-001 5-101 37-NYOI ,2459304.30

35

common control with, such specified Person or (b) is a related co-investment vehicle, member or partner of such Person; provided, however, that solely for purposes of this Amended and Restated Certificate of Incorporation, the Company shall not be deemed the Affiliate of any Initial Stockholder.

“Alien Owned Shares” shall mean any shares of any class of outstanding voting stock of the Corporation which are owned of record or Owned Beneficially, or otherwise controlled, by any Person or Persons who are not United States Citizens.

“Beneficial Ownershiu,” “Beneficiallv Owned,” or “Owned Beneficially” refers to beneficial ownership as defined in Rule 13d-3 (without regard to the 60-day provision in paragraph (d)( l)(i) thereof) under the Exchange Act.

‘‘Change of Control” shall mean (i) any merger, consolidation or other business combination of the Corporation or any of its Subsidiaries with or into any other entity, recapitalization, spin-off, distribution, stock sale or any other similar transaction, whether in a single transaction or series of related transactions, where the Initial Class A Holder, the Initial Class B Holder and/or their Affiliates, collectively, cease to Beneficially Own at least 50% of the common stock of the entity surviving or resulting fiom such transaction (or the ultimate sole parent thereof) (such ownership being based solely on the common stock owned by such Persons immediately prior to such event) or (ii) any sale, transfer, lease, assignment, conveyance, exchange, mortgage or other disposition of all or substantially all of the assets, property or business of the Corporation and its Subsidiaries.

“Class C-1 Warrants” and “Class C-2 Warrants” shall mean those warrants to purchase Class C Common Stock pursuant to the Warrant Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Class D Stockholders Agreement” shall mean the stockholders agreement entered into among the Corporation and the holder of Class D Common, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Class E Stockholders Ameement” shall mean the stockholders agreement entered into among the Corporation and the holder of Class E Common, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Class F Stockholders Agreement” shall mean the stockholders agreement entered into among the Corporation and the holder of Class F Common, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Control” shall mean, with respect to any Person, the direct or indirect ownership of more than 50% of the voting or economic interests of such Person.

“Disability” shall have the meaning set forth in the applicable Stockholders Agreement.

096387-001 5-1 01 37-NYO1.2459304.30

36

“DOT” - shall mean the United States Department of Transportation or any other federal department or agency at the time administering the Federal Aviation Laws.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as mended, and the rules and regulations promulgated thereunder (or under any successor statute thereto).

“Fair Market Value” shall mean, as to any securities or other property, the cash price at which a willing seller would sell and a willing buyer would buy such securities or property in an arm’s length negotiated transaction without time constraints, as determined in good faith by the board of directors of the Corporation; provided that if an affected holder of Common Stock disagrees with such good faith determination, Fair Market Value, as to the relevant securities or other property, shall be as determined by a nationally recognized valuation firm with experience in the valuation of airline operations selected by mutual agreement of the Initial Class A Holder and Initial Class B Holder, whose determination shall be final and binding on the parties hereto. The fees and expenses of such valuation firm shall be paid by the Corporation, unless the appraised value is 110% or less of the board of director’s determination of the fair market value, in which case the affected holder will bear the cost of such appraisal.

“Initial Class A Holder” shall mean collectively, the initial holders of each of (1) the Class A Common, (2) the warrants to purchase Class A Common, and (3) the Preferred Stock.

“Initial Class B Holder” shall mean the initial holder of the Class B Common and warrants to purchase Class C Common.

“Initial Shares” shall mean 15,806,719 shares, together with any securities issued in respect thereof (other than share dividends payable on Common Stock), or in substitution therefor, whether upon conversion, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or similar reorganization unless the event constitutes a Sale.

“Initial Stockholders” shall mean (1) the Initial Class A Holder and (2) the Initial Class B Holder, and shall expressly exclude the respective holders of the Class D Common, Class E Common, Class F Common and Class G Common.

“Ori~nal Purchase Price” shall mean (x) for those shares purchased by the Initial Class A Holder at the Initial Closing or Interim Closing (in each case, as defined in the Subscription Agreement), $1 1.74 per share of Preferred Stock or (y) for those shares purchased by the Initial Class A Holder at the Second Closing, $15.00 per share of Preferred Stock, in each case subject to appropriate adjustment for the events described in paragraph II(e)(vi) of Article FOURTH.

“Permitted Transferee” shall have the meaning set forth in the Stockholders Agreement among the Corporation and the Initial Stockholders entered into or to be entered into as of the first closing of the transactions contemplated by the Subscription Agreement.

096387-001 5-1 01 37-NYOI ,2459304.30

37

“Person” shall mean any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted, or any Group (as defined in Section 13(d)(3) of the Exchange Act) comprised of two or more of the foregoing.

“Public Offerinf shall mean an underwritten public offering of shares of the Class A Common.

‘Qualified Public Offering” shall mean an underwritten public offering of shares of the Class A Common which generates net proceeds of at least $100 million, results in the listing of the Class A Common on NYSE or NASDAQ and results in the holding of at least 5% of the outstanding Common Stock by the public.

“Retained Earnings” shall mean the retained earnings of the Corporation as calculated in accordance with generally accepted accounting principles in the United States, on a con sol idat ed basis ,

“&&” shall mean (i) prior to the repayment to the Initial Stockholders and their Affiliates of Return Amounts equal to or exceeding the Initial Investment, any sale, lease, exchange, conveyance, Transfer or other disposition (including by way of merger, consolidation or exchange) of shares of Common Stock of the Corporation, other than a Public Offering, Additional Conversion Event or Transfer to a Permitted Transferee, in which one or more of the Initial Stockholders sells shares of Common Stock, Preferred Stock or warrants to purchase shares of Common Stock and (ii) upon the repayment to the Initial Stockholders and their Affiliates of Return Amounts equal to or exceeding the Initial Investment, any sale, lease, exchange, conveyance, Transfer or other disposition (including by way of merger, consolidation or exchange) of shares of Common Stock of the Corporation, other than a Public Offering, Additional Conversion Event or Transfer to a Permitted Transferee, in which a stockholder of the Corporation Transfers 5% or more of the Common Stock of the Corporation on a fully-diluted basis in a single transaction.

“Second Closing” shall have the meaning set forth in the Subscription Agreement.

“Stockholders Agreement” shall mean the stockholders agreement among the Corporation and the Initial Stockholders, as the same may be amended, restated, supplemented or modified from time to time.

“Subordinated Notes” shall mean the subordinated notes of the Corporation issued pursuant to the Subordinated Note Agreement entered into between the Initial Class B Holder and the Corporation.

“Subscriytion Agreement” shall mean the subscription agreement among the Corporation, the Initial Stockholders and the other parties thereto.

096387-001 5-10137-NY01.2459304.30

38

“Subsidiary” shall mean any Person of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation.

“Transfer” shall mean any transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any securities or any interest therein.

“United States Citizen” shall mean a “United States citizen,” as defined in 49 U.S.C. Section 40102(a)( 1 9 , as in effect on the date in question, or any successor statute or regulation, as interpreted by the DOT in applicable precedent.

“Warrant Ameement” shall mean the agreement among the Corporation, the Initial Class B Holder and the other parties thereto relating to the issuance of warrants to purchase Class C Common and Class A Common.

EIGHTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the Bylaws of the Corporation.

NINTH: The Board of Directors of the Corporation, acting by the affirmative vote of a majority of the directors, may adopt, amend or repeal the Bylaws of the Corporation; provided, however, that any amendments of the Bylaws which adversely affect the rights of a class of capital stock of the Corporation shall be approved unanimously by the holders of that class.

TENTH: (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the General Corporation Law of Delaware, or (4) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of a corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware as so amended. Any repeal or modification of the foregoing provisions of this Article TENTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(b) The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt

096387-00 15- 101 37-NYOI 2459304.30

39

bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (b) of this Article TENTH, or in defense of any claim, issue or matter therein, such person may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Expenses incurred by an director, officer, employee or agent in defending or testifying in a civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation against such expenses as authorized by this Article TENTH, and the Corporation may adopt bylaws or enter into agreements with such persons for the purpose of providing for such advances.

The indemnification permitted by this Article TENTH shall not be deemed exclusive of any other rights to which any person may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

ELEVENTH: The Corporation reserves the right to amend and repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner from time to time prescribed by the laws of the State of Delaware. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, the affirmative vote of the holders of at least 80% of the combined voting power of all securities of the Corporation entitled to vote on any matter, voting together as a single class, shall be required to alter, change, amend, repeal, or adopt any provision of this Amended and Restated Certificate of Incorporation, except for a change, alteration or amendment to Article FOURTH in order to (i) increase the number of authorized shares of any class of Common Stock (other than the Class D Common, Class E Common or Class F Common) or the Preferred Stock or (ii) authorize any new class of capital stock of the Corporation, in which case a majority of the combined voting power of all securities of the Corporation entitled to vote on any matter, voting together as a single class, shall be required. All rights herein conferred are granted subject to this reservation.

TWELFTH: The Corporation elects not to be governed by Section 203 of the Delaware General Corporation Law.

[remainder ofpage is intentionally left blank]

096387-001 5-10137-NYO1.2459304.30

IN WITNESS WHEREOF, the undersigned has signed this Amended and Restated Certificate of Incorporation on November 14,2005.

096387-001 S-10137-NYOI ,2459304.30


Exhibit 5

CITIZENSHIP AFFIDAVIT

District of Columbia )

City of Washington ) 1

Frederick W. Reid, being first duly sworn, deposes and says:

That he is a U.S. citizen duly appointed, qualified and acting as the Ch,,: Executive Officer of Virgin America Inc. and that he is authorized to and does make t h s affidavit for it.

That Virgin America is a corporation organized under the laws of Delaware.

That the Chief Executive Officer (Virgin America has no President) and at least two-thirds of the Board of Directors and other managing officers of Virgin America Inc. are citizens of the United States.

That at least seventy-five (75) percent of the voting interest of Virgin America Inc. is owned and controlled by VAI Partners, LLC, a Delaware limited liability company that is controlled by VAM Partners, LLC, a Delaware limited liability company that is controlled by two U.S. citizens, Mark Lanigan and Nicholas J. Singer.

That non-U.S. citizens Carola Holdings Limited, Frances Farrow, and Mark Poole own and control no more than 25% of the voting interest in Virgin America Inc.

That in his view actual control of Virgin America Inc. rests with U.S. citizens.

Affiant says nothing further.

- - Subscribed and sworn before me this &f

V i r g i n America Certificate Application

Exhibi t 6


Exhibit 7

MARK LANIGAN RESUME

EXPERIENCE:

Sep 2004- BLACK CANYON CAPITAL LLC Los Angeles, CA present Managing Director, Founding Partner

Founder of private capital firm focused on making direct investments in debt and equity securities of public and private companies. Manager of Private Capital Partners LLC, a private capital partnership funded by Canyon Capital, a large multi-strategy investment company, and Black Canyon Capital.

Oct 2000- CREDIT SUISSE FIRST BOSTON Los Angeles, CA Apr 2004 Managing Director

Mar 1990- DONALDSON, LUFKIN & JENRETTE Los Angeles, CA Oct 2000 Managing Director

Sep 1986- DREXEL BURNHAM LAMBERT Feb 1990 Vice President

EDUCATION:

1986 Harvard University J.D. and M.B.A.

Los Angeles, CA

1982 Colgate University B.A. in economics summa cum Zaude. Phi Beta Kappa.


Exhibit 7

MICHAEL HOOKS RESUME

EXPERIENCE:

Sep 2004- present

Oct 2000- Apr 2004

Mar 1990- Oct 2000

JuI 1988- Feb 1990

JuI 1984- Jun 1986

EDUCATION:

1988

BLACK CANYON CAPITAL LLC Managing Director, Founding Partner Founder of private capital firm focused on making direct investments in debt and equity securities of public and private companies. Manager of Private Capital Partners LLC, a private capital partnership funded by Canyon Capital, a large multi-strategy investment company, and Black Canyon Capital.

Los Angeles, CA

CREDIT SUISSE FIRST BOSTON Managing Director

Los Angeles, CA

DONALDSON, LUFKIN & JENRETTE Managing Director

Los Angeles, CA

DREXEL BURNHAM LAMBERT Associate

Los Angeles, CA

STRATEGIC PLANNING ASSOCIATES Washington, DC Analyst

University of Pennsylvania Wharton School M.B.A. with Distinction in Finance

1984 Princeton University B.A. in economics


Exhibit 7

NICHOLAS J. SINGER RESUME

EXPERIENCE:

New York, NY Jan 2005- CYRUS CAPITAL PARTNERS present Founding Partner

Founded and helped facilitate spin-off from Och Ziff Freidheim. Assists with portfolio construction, generating investment ideas, and participating in running the management company. Currently a member of the Aquila, Inc. board of directors (ticker: ILA).

Apr 2002- OCH ZIFF FREIDHEIM/OCH ZIFF New York, NY Dec 2004 CAPITAL MANAGEMENT

Principal, OZF Management LP, OZ Management

JUl2000- GOLDMAN, SACHS & CO. New York, NY Apr 2002 Financial Analyst - Distressed Bond Desk (Nov

2001 -Apr 2002)

Financial Analvst - Principal Investment Area (Jul 2000-Nov 2001)

EDUCATION:

2000 University of Pennsylvania, Wharton School B.S. in Economics (concentration in Finance & Accounting), B.A.S. in Electrical Engineering summu cum Zuude


Exhibit 7

ROBERT NISI RESUME

EXPERIENCE:

Jan 2005- CYRUS CAPITAL PARTNERS New York, NY present Partner, General Counsel, and Head of Corporate

Risk Management

Feb 1998- MACKAY SHIELDS LLC Dec 2004 General Counsel

May 1996- SALOMON SMITH BARNEY Jan 1998 Assistant General Counsel

New York, NY

New York, NY

Oct 1994- PRUDENTIAL INSURANCE COMPANY New York, NY May 1996 Assistant General Counsel

Apr 1993- WHITE & CASE Sep 1994 Attorney

Dec 1991- KRAMER LEVIN Mar 1993 Attorney

New York, NY

New York, NY

Sep 1988- SECURITIES AND EXCHANGE New York, NY Dec 1991 COMMISSION

Enforcement Attorney, Division of Investment Management and Enforcement

EDUCATION:

Boston University 1988 M.B.A. in Finance 1987 J.D.

1984 Washington University B.A. in Psychology


Exhibit 7

STEPHEN MURPHY RESUME

EXPERIENCE:

NOV 2001- present

May 2000- Nov 2001

Apr 1994- May 2000

Sep 1977- Apr 1994

EDUCATION:

1981

1977

VIRGIN GROUP OF COMPANIES

Chief Executive Officer, Virgin Grour, of Companies (Sep 2005-present)

Chief Executive Officer, Virgin Management Limited (Jul2004-present)

Executive Director - Transportation (Nov 2001 - Sep 2005)

IP POWERHOUSE LIMITED Chairman and Chief Executive Officer

VIRGIN GROUP OF COMPANIES Group Finance Director, Virgin Management Limited

Senior finance positions with The Quaker Oats Company (Dec 199 1 -Apr 1994), The Burton Group (Mar 1986-Sep 1991), Mars Group (Sep 1982-Feb 1986), Unilever (Mar 1978-Sep 1982), and Ford Motors (Sep 1977-Feb 1978).

Chartered Management Accountant qualification

Liverpool University BA (Hons) in Economics and Accounting

Geneva, Switzerland


Exhibit 7

FRANCES FARROW RESUME

EXPERIENCE:

2001- VIRGIN USA, INC. present Chief Executive Officer

New York, NY

1993-2000 VIRGIN ATLANTIC AIRWAYS LIMITED London, UK Director positions with responsibility for worldwide Customer Services, Legal, IT, Government Affairs, and HR functions

1987-1992 CAMERON MCKENNA Attorney

EDUCATION:

1987 Royal College of Law

1986 University of Wales LL.B.

London, UK


Exhibit 7

FREDERICK W. REID RESUME

EXPERIENCE:

Apr 2004- VIRGIN AMERICA PROJECT San Francisco, CA present Chief Executive Officer

Chief executive of development-stage U.S. airline.

JuI 1998- DELTA AIR LINES, INC. Atlanta, GA Apr 2004 President and Chief Operating Officer (May 2001 - Apr 2004)

Reported to CEO, responsible for all flight operations, market planning, consumer and brand marketing, internal communications, customer service, technical services and global alliances. Conceived, sponsored, and launched Delta's low fare airline, Song, in early 2003.

Chief Marketing Officer (Jul 1998-May 2001) Responsible for schedule and fleet planning, revenue management and brand marketing. Reported to the CEO. Negotiated and built the SkyTeam Global Alliance, a consortium of six major airlines that anchored Delta's network with strong global partners.

Dec 1991- LUFTHANSA GERMAN AIRLINES Frankfurt, Jun 1998 Germany

President and Chief Operating Officer (1 996-98) Responsible for all operations, planning and marketing. Conceptually developed, negotiated, and built STAR Alliance into a major profitable venture for Lufthansa.

Executive Vice President Commercial (1 994-96)

Senior Vice President - The Americas (1 99 1-94)

Jun 1987- AMR CORPORATION London, UK Nov 1991 Managing Director, European Sales & Marketing

May 1983- May 1987 and Regional Managing Director-Western Europe Paris, France Jun 1976-Jan (1 985-87) 1981

PAN AMERICAN WORLD AIRWAYS

General Manager - South Asia (1 983-85) New Delhi, India

Regional Marketing Director - Middle East (1 983) Manama,


Exhibit 7

Bahrain London, UK Division Director - Atlantic Sales (1 978-8 1)

Sales Manager - Saudi Arabia (1 976-78) Dhahran, Saudi Arabia

Feb 1981- BUSINESS CENTERS INTERNATIONAL New York and Apr 1983 Bahrain

Vice President

Sep 1974- INDIAN HOTELS COMPANY, LLC Mumbai, India May 1976

Management Trainee

EDUCATION

1973 University of California, Berkeley B.A. South Asian Studies


Exhibit 7

ROBERT B. WEATHERLY RESUME

EXPERIENCE:

JuI 2003- VIRGIN AMERICA PROJECT San Francisco, CA present Senior Vice President, Flight Operations

Responsible for all aspects of Virgin America's operation including flight operations, Operations Control Center, Security, and In-Flight safety/operational functions.

Jul1999- ATLAS AIR, INC. Purchase, NY Mar 2003 Vice President, Flight Operations

Responsible for Flight Operations, System Control Center, Training, Standards & Quality Assurance, Flight Dispatch, Operations Engineering and Crew Resource departments.

Dec 1965- CANADIAN AIRLINES/ Vancouver, BC Jun 1999 CANADIAN PACIFIC AIRLINES

Vice President, Flight Operations (1 992-1 999)

Manager Training B747-400 (1 990- 1992)

Vice President, Flight Operations (1 986-1 989)

Vice President, Operations - Eastern Provincial Airlines (1985-1986)

Director, Training & Standards (1 984-1 985)

Director of Safety (1981-1982)

Assistant Director, Flight Operations (1 978-1 98 1)

Chief Pilot, Domestic Operations (1 976-1 978)

Assistant Chief Pilot, Domestic Operations (1975-1976)

Instmctor/Check Captain B737h3727 (1973-1976)

First Officer DC6/B737/B727 (1 965-1973)


Exhibit 7

EDUCATION:

University of Southern California Diploma, Accident Prevention Program

Northwestern University Diploma, Advanced Transportation Management

attended Simon Frasier University

FLIGHT EXPERIENCE:

Airline Transport Pilot certificate (A320, DC6, B737, B727, DC8, DC 10, B747-400 type ratings) 17,000 total flying hours

OTHER RELEVANT EXPERIENCE:

1998-1999 International Air Transport Association, Chairman, Operations Committee

1988-1993 Flight Safety Foundation, Chairman, International Advisory Committee Member, Board of Governors


Exhibit 7

ROBERT B. DANA RESUME

EXPERIENCE:

NOV 2002 - VIRGIN AMERICA PROJECT San Francisco, CA present Senior Vice President, Chief Financial Officer,

and Treasurer Responsible for all financial and strategic planning functions for this development-stage airline, including aircraft purchase and financing.

Apr 2000- U.S. BANCORP PIPER JAFFRAY New York, NY & Sep 2002 Managing Director, Semiconductors and Menlo Park, CA

Enterprise Hardware, Investment Banking

Mar 1987- Mar 2000 CORPORATION

CREDIT SUISSE FIRST BOSTON New York, NY

Director, Transportation Group, Investment Banking (Jan 1995-Mar 2000) Senior investment banker covering airlines, air freight and other transportation accounts. Domestic airline transactions involved AMR, U P S , Northwest, and US Airways. International airline experience involved AlitaliaKLM, Qantas, Swissair, Air New Zealand, Malev Hungarian, THY Turkish, and Thai Airways.

Vice President, Transportation Group, Investment Banking (Jan 1992-Jan 1995)

Associate, Transportation Group, Investment Banking (Jan 1991-Jan 1992)

Associate, Generalist Group, Investment Banking (Mar 1987-Jan 1991)

Jun 1983- QUANTUM CONSULTANTS, INC. May 1985 Research Analyst

New York, NY

EDUCATION:

1987 Columbia University School of Business M.B.A. in Finance and Accounting, Beta Gamma Sigma

1983 Yale University B.A. in Economics and Political Science


Exhibit 7

GUY A. BOROWSKI RESUME

EXPERIENCE: Oct 2005- VIRGIN AMERICA PROJECT San Francisco, CA present Senior Vice President Technical Operations

Complete technical and financial responsibility for Technical Operations.

May 2000- AIRTRAN AIRWAYS Atlanta, GA Oct 2005 Vice President Maintenance and Engineering

Responsibility for the maintenance and engineering function of a low cost airline. Managed a staff of 500 and a budget of $100 million.

Apr 1987- CANADIAN AIRLINES May 2000 Director Maior Base Maintenance

(Feb 1998-May 2000)

Manager Powerplant Planning and Production Control (Jul 1996-Feb 1998)

Manager Maintenance Audit (Nov 1994-Jul 1996)

(May 199 1 -Nov 1994)

Structures Engineer (Apr 1987-May 1994)

May 1985- CANADAIR (Bombardier) Apr 1987 Structures Engineer

EDUCATION:

1996 Simon Fraser University M.B.A.

Vancouver, BC

Montreal, QC

1984 University of British Columbia B.A.Sc. in Mechanical Engineering


Exhibit 7

EXPERIENCE:

Jan 2005- 7IRGIN A

E. FRANCES FIORILLO RESUME

IERICA PROJECT San Franc-jco, C, Senior Vice President, People & In-Flight Responsible for human resources strategy and overseeing the delivery of in-flight services.

present L

Jan 2004- BRITISH COLUMBIA PROVINCIAL Vancouver, BC Jan 2005 HEALTH SERVICES AUTHORITY

Chief Human Resources Officer

Jun 2000- ZIP AIRLINES (Air Canada's Low Cost Calgary, AB Jan 2003 Airline)

Senior Vice President, Human Resources & Customer Service

Dec 1974- CANADIAN AIRLINES/ Jun 2000 CANADIAN PACIFIC AIRLINES

Vice President, Human Resources (Mar 1997-Jun 2000)

Vice President, In-Flight Service (May 1993-Mar 1997)

Director, Onboard Services (Sep 1989-May 1993)

Manager, - Flight - Attendant Administration (Jul 1987-Sep 1989)

ManagerBupervisor, Standards & Procedures (Mar 1981-Jul 1987)

Flight Attendant (Dec 1974-Mar 198 1)

EDUCATION:

Vancouver, BC

1974 University of British Columbia B.A. in Psychology


Exhibit 7

DAVID H. PFLIEGER, JR. RESUME

EXPERIENCE:

Jul2004- VIRGIN AMERICA PROJECT San Francisco, CA present Secretary & Acting General Counsel; Vice President Operations

Control Center; Airline Project Manager Currently responsible for all legal matters and oversight of airline certification; duties will change to oversight of Operations Control Center prior to launch; initially responsible for overseeing project management of the airline.

Sep 1998- DELTA AIR LINES Atlanta, GA Jul2004 Vice President - Operations, Song and B757B767

Pilot (Dee 2002 - Jul2004) Responsible for oversight and coordination of Song's operations, safety, and regulatory compliance with Delta.

Director - Flight Safety (Sep 2001 - Dec 2002)

B737 Pilot (Dec 2000 - Dec 2002)

Operations Attorney (Sep 1998 - Sep 2001) Principal aviation law attorney within Delta.

Atlanta, GA Aug 1997- KING & SPALDING Sep 1998 Associate Attorney

Jun 1993- Mar 2000 RESERVE

AIR NATIONAL GUARD & AIR FORCE

Officer and C-130 Pilot

May 1985- Jun 1993

UNITED STATES AIR FORCE B-52 Instructor/Evaluator Pilot & Executive Officer (Sep 199 1 -Jun 1993)

B-52 Instructor Pilot (Nov 1990-Aug 199 1)

B-52 Pilot (August 1986-Nov 1990)

Flight Training (May 1985-July 1986)

Harrisburg, PA and Dobbins

AFB, GA

Griffis AFB, NY

Minot AFB, ND

Minot AFB, ND

Williams AFB, AZ


Exhibit 7

EDUCATION :

2002 University of Southern California Aviation Safety Program graduate

1997 Emory University M.B.A. and J.D. (with distinction)

1985 United States Naval Academy Bachelor of Science, U.S. Air Force commission

FLIGHT EXPERIENCE:

Airline Transport Pilot certificate (B757/767 type rating) 383 1 total flying hours

OTHER RELEVANT EXPERIENCE:

2001 -2002 International Air Transport Association, Member, Safety Committee


Exhibit 7

BRIAN C. CLARK RESUME

EXPERIENCE:

Jan 2005- VIRGIN AMERICA PROJECT San Francisco, CA present Vice President, Planning & Sales

Responsible for revenue forecasts, network structure, pricing and yield management, sales and distribution.

Mar 1996- US AIRWAYS, INC. Dec 2004 Managing Director - Route Planning

(Jul2003-Dec 2004) Responsible for domestic and international mainline route planning initiatives.

Director and Manager - Route Planning (NOV 2001 -JUl2003)

Manager - Operations Planning (NOV 1999-0ct 2001)

Manager - US Airways Shuttle and MetroJet Planning (May 1999-0ct 1999)

Analyst - MetroJet Planning and Reporting (May 1998-May 1999)

Analyst - Resource Planning (Market Schedule Planning) (Mar 1996-May 1998)

WINTHROP STIMSON PUTNAM & ROBERTS Jun 1994- Mar 1996 Aviation Legal Assistant

EDUCATION: 2003 University of Maryland, College Park

M.B.A. in Finance

1994 Colgate University B.A. in Economics and History

FLIGHT EXPERIENCE: Private pilot since 1992.

Washington, DC

Washington, DC

Pittsburgh, PA

Washington, DC

Washington, DC

Washington, DC

Washington, DC


Exhibit 7

THOMAS SPENCER "SPENCE" KRAMER RESUME

EXPERIENCE:

Feb 2005- present

May 1999- Jan 2005

Sep 1998- May 1999

Sep 1988- Sep 1998 except as noted

Jun 1995- Sep 1996

Jan 1992- J u l l 9 9 3

EDUCATION:

VIRGIN AMERICA PROJECT Vice President, Marketing and Communications Responsible for corporate communications, frequent flyer and marketing programs, design, branding, website, and inflight

San Francisco, CA

entertainment.

ESPN, INC. Vice President, Advertising and Promotion (Jan 2003-Jan 2005)

Director, Advertising and Marketing (May 1999-Dec 2002)

TEACHERS ON RESERVE Substitute Teacher

GREY ENTERTAINMENT AND MEDIA (a division of GREY ADVERTISING) Senior Vice President/General Manager (Sep 1996-Sep 1998)

Account Supervisor, Sports Division (Jul 1993-Jun 1995)

Account Executive, ABC Television (Sep 1988-Jan 1992)

THE SEINIGER ADVERTISING GROUP Vice President. Sports and Television Divisions

THE PUBLIC AGENDA FOUNDATION Campaign Director

New York, CA

Los Angeles, CA

Los Angeles, CA

New York, NY

New York, NY

Los Angeles, CA

New York, NY

1988 Duke University B.A. in Psychology


Exhibit 7

TODD PAWLOWSIU RESUME

EXPERIENCE:

Jul2003- VIRGIN AMERICA PROJECT San Francisco, CA present Vice President, Airports and Guest Services

Responsible for all aspects of airport, call center, and cargo operations along with technical training and learning for the guest services teams.

Dec 1995- VIRGIN ATLANTIC AIRWAYS Norwalk, CT Jun 2003 Vice President of Customer Services, North America

(Aug 1998-Jun 2003) Responsible for airport operations, customer relations, staff training & development, contract and facility administration, and flight operations support.

Director of Airport Services, North America (Dec 1995-Aug 1998)

OGDEN AVIATION SERVICES Sr. Director Marketing & Business Development (May 1995-Nov 1995)

New York, NY Dec 1990- Nov 1995

Director of Sales & Operations - Western Region (Dec 1992-Apr 1995)

Director Resource Planning (Dec 1990-Nov 1992)

Jun 1986- EASTERN AIRLINES Nov 1990 Regional Manager - Administration

(Dee 1989-Nov 1990) Atlanta, GA

Manager, Manpower Planning & Allocation (Apr 1988-Nov 1989)

Atlanta, GA

Sr. Analyst and Analyst, Manpower Planning and Quality Control (Jun 1986-Apr 1988)

Miami, FL


Exhibit 7

EDUCATION:

1995 St. John's University M.B.A. in International Finance, Beta Gamma Sigma

1986 University of Wisconsin - Platteville B.S. in Industrial Engineering

EXPERIENCE:

Feb 2004- present

Dec 1985- Feb 2004

Aug 1982- Oct 2003

EDUCATION: 1981


Exhibit 7

JOSEPH T. HOUGHTON RESUME

VIRGIN AMERICA PROJECT Vice President, Chief Pilot

US AIRWAYS, INC. Assistant Chief Pilot, BWI Responsible for managing 725 pilots based at BWI and related duties.

Captain (A3 19/A320/A32 1, B737Y Check Airman (B737)

MARYLAND AIR NATIONAL GUARD Officer, pilot and various staff and command positions relating to A- 10 aircraft operations, including Staff, Plans & Programming; Squadron Commander. Operational Tours in Bosnia (2) and the Iraq Southern No Fly Zone.

Embry-Riddle Aeronautical University B.S. in Aeronautical Science

FLIGHT EXPERIENCE:

San Francisco, CA

Baltimore, MD

Baltimore, MD

Airline Transport Pilot certificate (A320, B737, DC-9, B757, B767 type ratings) 10,458 total flying hours


Exhibit 7

KENNETH W. SCARINCE RESUME

EXPERIENCE:

Apr 2005- VIRGIN AMERICA PROJECT present Vice President, Controller

Jan 2001- CHICAGO EXPRESS Mar 2005 Vice President of Finance (2002-2005)

Responsible for all aspects of accounting, cash management, financial reporting and planning, budgeting, and forecasting functions.

Director of Finance (2001 -2002)

Sep 1998- SKYWAY AIRLINES Jan 2001 Director of Finance (2000-2001)

Accounting Manager (1 998-2001)

May 1995- DELOITTE & TOUCHE Sep 1998 Senior and Staff Auditor

EDUCATION :

1996 Certified Public Accountant

1995 University of Wisconsin Master of Accounting

San Francisco, CA

Chicago, IL

Milwaukee, WI

MiIwaukee, WI

1992 Marquette University B.B.A. in Finance


Exhibit 7

JOSEPH P. BROWN, JR. RESUME

EXPERIENCE:

Sep 2004- VIRGIN AMERICA PROJECT present Director of Safety

May 2003- SH&E, INC. Sep 2004 Director, Safety & Operations

Conduct flight operations and facility safety audits for airlines, general aviation businesses, and corporate flight departments.

Jan 1998- TRM GROUP, LLC Sep 2004 ConsultantLFlight Instructor

Feb-Dec 2001 NORTHWEST AIRLINES First Officer, DC-9

Oct 2000- AIRBORNE EXPRESS Feb 2001 Flight Engineer, DC-8

Oct 1999- SPIRIT AIRLINES Oct 2000 First Officer, MD-80/DC-9

Oct 1996- UNION CARBIDE CORPORATION Oct 1999 Captain, CE-650/CE-550

Mar 1995- CORPORATE AVIATORS Oct 1996 Contract Co-Pilot, CE-650/CE-550

Jan 1994- U.S. CHECK Mar 1995 Captain, PA-60BE-58

Sep 1993- ACTION MULTI-RATINGS Jan 1994 Assistant Chief Instructor, multi-engine

Dec 1990- EASTERN AVIATION SERVICES Sep 1993 Assistant Chief Instructor, single-engine

San Francisco, CA

New York, NY

New Fairfield, CT

Minneapolis, MN

Wilmington, OH

Miramar, FL

Danbury, CT

Newtown, CT

Columbus, OH

Groton, CT

Montgomery, NY

Mar 1990- ORANGE COUNTY CORRECTIONAL Mar 1991 FACILITY

Correctional Officer


Exhibit 7

Goshen, NY

EDUCATION:

2004 Embry-Riddle Aeronautical University M.S. in Aeronautical Science

1989 St. Leo College (FL) B.A. in Finance

FLIGHT EXPERIENCE:

Airline Transport Pilot certificate (CE-650, CE-500 type ratings) approx. 9000 total flying hours


Exhibit 7

MARK VORZIMMER RESUME

EXPERIENCE:

Feb 2005- VIRGIN AMERICA PROJECT present Director of Security

Oct 1997- CONTINENTAL AIRLINES Feb 2005 Director - Assets Protection

Oct 1993- TOSCO CORPORATION Sep 1997 Loss Prevention Manager

Aug 1984- CONTINENTAL AIRLINES Sep 1993 Manager - Corporate Security

Aug 1983- NEIMAN-MARCUS Aug 1984 Security Representative

EDUCATION:

San Francisco, CA

Houston, TX

Austin, TX

Houston, TX

Houston, TX

I983 Northern Michigan University B.S. in Criminal Justice


Exhibit 7

JOSEPH A. MESZARO RESUME

EXPERIENCE:

Jan 2005- VIRGIN AMERICA PROJECT present Chief Inspector

Responsible for the airframe, component, and engine maintenance inspection system.

San Francisco, CA

Jul1986- UNITED AIRLINES Jan 2005 Manager - PW4000 Series Engine Maintenance

(Mar 2004-Jan 2005) Manager - Engine - Inspection (Jun 2002-Mar 2004) Manager - Line Maintenance (Apr 2002-Jun 2002)

San Francisco, CA

EDUCATION:

ManaPer - Airframe Maintenance (Mar 2000-Apr 2002) Manager - Airframe and Engine Inspection (Jan 1999-Mar 2000) Manager and Supervisor, Airframe Maintenance (June 1996-Jan 1999) Senior Staff Reuresentative, Facility Operations (May 1994-Jun 1996)

Supervisor - Ground Equipment and Facility Maintenance (Jan 1992-May 1994) Supervisor & Station Maintenance Controller (Feb 1989-Jan 1992) A&P Mechanic - Line Maintenance (Apr 1988-Feb 1989)

A&P Mechanic - B727 Heavy Maintenance (Jul 1986-Apr 1988)

Indianapolis, IN

Honolulu, HI

San Francisco, CA

1986 East Coast Aero Technology A&P Certificate


Exhibit 8

Class To whom Authorized Issued issued Todav

Ownership and Management of Virgin America Inc.

Outstanding At Final Closing:

This exhibit summarizes the key aspects of Virgin America's ownership and management structure as it stands today and as it is expected to stand when the DOT certificate authority is ready to be made effective. Additional details concerning the internal structure and operation of the company, as well as commercially sensitive information about its structure and financing, will be available in the Confidential Documents.

Preferred (v) A (VI B (v) C (nv)

As set forth in the Certificate of Incorporation (Exhibit 3), Virgin America is authorized to issue several different classes of stock. Each class of stock is convertible to class A voting common stock under certain conditions, and some limited opportunities to convert to other classes of stock also are available. Certain classes (shown with "v" rather than "nv" below) have voting rights; at this time, the 100 shares of class D stock receive 154,543 votes, the 100 shares of class F stock receive 19,3 18 votes, and all other voting classes receive one vote/share. The following table provides an overview of Virgin America stock (v=voting stock; nv=nonvoting stock):

VAI Partners 4,887,105 643,134 4,887,105 VAI Partners 16,454,802 160,784 1,221,777 Carola 2,036,347 94,111 1,862,486 (Warrants) 5.690.108 0 0

D (v) E (nv) F (VI G (nv)

F. Farrow 100 100 100 F. Reid 100 100 100 M. Poole 100 100 100 (Management) 1,580,741 0 0

As contemplated in the Certificate of Incorporation, the transaction documents provide that warrants will be issued to VAM Partners LLC (for class A stock) and to Carola Holdings Limited (for class A and class C stock) at the final closing. Those warrants will be exercisable under certain conditions and subject to certain limitations.

The transaction also calls for the Virgin group of companies to provide debt financing to Virgin America. At the initial closing, Carola was issued a note in the principal amount of $85,111,245, and Virgin Management Limited was issued a note in the amount of $46,802,648. The total principal amounts may increase during the development period. By the launch date, these interim notes will be redeemed, and Carola will hold a subordinated note in the principal amount of $58,644,578.

The Board of Directors will be expanded before launch to a total of nine voting members, with the Chairman and six directors designated by VAI Partners LLC and three directors designated by Carola; CEO Fred Reid will remain a non-voting member.

- 1 -


Exhibit 9

Ownership and Management of VAI Partners LLC

VAI Partners - The Controlling U.S. Stockholder

The U.S. investors have created a Delaware limited liability company, VAI Partners LLC, to invest in Virgin America (all LLCs in this discussion are Delaware limited liability companies, and all limited partnerships (LPs) are Delaware limited partnerships, unless otherwise specified). VAI Partners is designed to be consistent with the structure for hedge funds and other financial vehicles that the Department found acceptable in a letter dated March 7,2005 from then-Assistant Secretary Karan Bhatia to Jonathan Hill, counsel for Hawaiian Airlines, concerning the review of investments in Hawaiian. These Hawaiian-style entities were created to allow only U. S. investment managers the ability to control the entity and, therefore, the investment in the airline. VAI Partners is funded by three Hawaiian-style entities set up by Black Canyon Capital and Cyrus Capital, which each manage private investment funds. Addresses for these three entities follow (because they are co-managed, VAI Partners and VAM Partners also may be reached at the addresses shown for both entities):

Black Canyon Air Partners, LLC c/o Black Canyon Capital LLC 9665 Wilshire Blvd. Suite 888 Beverly Hills, CA 90212

Cyrus New Joint Structure I, LLC Cyrus New Joint Structure 11, LLC c/o Cyrus Capital Partners GP, LLC 390 Park Ave. 2 1 st Floor New York, NY 10022

VAM Partners LLC is named by VAI Partners' operating agreement as its manager. Like VAI Partners, VAM Partners is also funded by the Hawaiian-style entities. However, the operating agreement of VAM Partners requires co-management and unanimous consent by two Co-Managers, one appointed by each of the two investment firms. Mark Lanigan of Black Canyon and Nicholas Singer of Cyrus, both U.S. citizens, are the Co-Managers. Through their control over VAM Partners, they also exercise control over VAI Partners and the U.S. investment.

- 1 -


Exhibit 9

The Black Canyon Investment

Black Canyon Air Partners, LLC is structured as a Hawaiian-style entity for Black Canyon funds. Its voting interests (and presidency) are held by Black Canyon Capital LLC. That company is owned and managed exclusively by two U.S. citizens, Mark Lanigan and Michael Hooks.

PCP Air Partners, LLC is the non-voting investor in Black Canyon Air Partners. Its voting interests are held by Black Canyon Capital LLC, and it is funded by Canyon Value Realization Fund, LP (98%) and Black Canyon Capital LLC (2%). The Canyon Value Realization Fund aggregates the investments of numerous private investors, who are limited partners, and it is controlled by a general partner that has as its general partner Canyon Capital Advisors LLC. That entity is managed by four U.S. citizens and owned on behalf of those managers and their families.

Virgin America understands that Black Canyon Capital has assessed the citizenship of specific investors in the various funds it manages via the self-disclosure of their status as a US. Person, as defined in the Internal Revenue Code of 1986, as amended, or as a partnership, corporation, or other entity organized under the laws of a State. Per these disclosures, Virgin America understands that at least 98% of the more than 350 investors (limited partners) in the Canyon Value Realization Fund fit that definition of U.S. person or entity, and none holds more than 10% of the total interests in the fund.

To Virgin America's knowledge, none of the Black Canyon entities identified above hold, or ever have held, 10% or more of the outstanding voting stock (or comparable equity interest) of an airline, a common carrier, or a person substantially engaged in the business of aeronautics.

The Cvrus Investment

Investment in VAI Partners by Cyrus funds is more complex because fimding is drawn from different sources and because of a different structure for investment management. However, there are some common principles at work throughout the Cyrus structure.

Cyrus New Joint Structure I, LLC and Cyrus New Joint Structure 11, LLC, the two investors in VAI Partners LLC, both are structured as Hawaiian-style entities and are Delaware limited liability companies. Each is managed by a U.S. entity that holds the single, voting share and is designated as the Managing Member. That entity, Cyrus Capital Partners GP, LLC, a Delaware limited liability company (TCPGP"), is owned and managed by a U.S. citizen, Stephen C. Freidheim.

Behind each of these Hawaiian-style entities is a Cayman Islands limited liability company, one named Cyrus Opportunities Master Fund, Ltd. and the other Cyrus

- 2 -


Exhibit 9

U.S. Persons # Yo 10% holders?

100% Delaware corporation, 25% Nevada company, 10%

Delaware corporation, 16% 10 99% U.S. university, 30%

Opportunities Master Fund 11, Ltd. Each of these entities is funded in different proportions by feeder funds described immediately below. Investments by the "Master Funds" are managed by Cyrus Capital Partners, LP, a Delaware limited partnership (TCPLP") in which CCPGP is the general partner.

Non-U.S. Persons # % 10% holders? - - none

9 1% none

There are two Cyrus ''feeder funds," one U.S. and one based in the Cayman Islands, that invest in the Master Fund, and two more such funds invest in Master Fund 11. The two Cayman Islands companies are administered, managed by directors, and subject to investment management in the same fashion as the Master Funds described above. The two Delaware limited partnerships also are subject to investment management by CCPLP. The general partner of each limited partnership is Cyrus Capital Advisers, LLC, a Delaware limited liability company whose own general partner is CCPGP.

- I 100% I Delaware LLC, 68% - -

Virgin America understands the following about the citizenship of specific investors in the various funds that in turn provide fbnding to the Cyrus companies that have invested in the airline. The U.S. feeder funds require self-disclosure of status as a "U.S. person" for Internal Revenue purposes (that is, other than a non-resident alien or a foreign corporation, partnership, trust, or estate). The Cayman Island feeder funds require self-disclosure of status as a "Permitted U.S. Person" or a "non-U.S. Person" under Securities and Exchange Commission Regulation S, 17 C.F.R. 5 230.902(k). Based on the feeder funds review, a characterization of their investors' citizenship status follows:

none

Cyrus Opportunities Fund, L.P. Cyrus Opportunities Fund, Ltd.

Cyrus Opportunities Fund 11, L.P. Cyrus Opportunities c, Fund 11, Ltd. I Delaware LP, 20% I Swiss corporation, 13%

I U.S. individual, 10% 10 I 62% I Delaware LLC, 13% I 9 I 38% I BritishLLP, 17%

To Virgin America's knowledge, none of the Cyrus entities identified above hold, or ever have held, 10% or more of the outstanding voting stock (or comparable equity interest) of an airline, a common carrier, or a person substantially engaged in the business of aeronautics.

- 3 -


Exhibit 9

BC Air Partners c p s I1 c m s I

Investment in VAI Partners and VAM Partners

Initial Final Value Units Value Units

$4,718,544.00 401,950.48 $44,427,611 .OO 3,054,432.48 $3,904,692.36 332,622.30 $36,764,763.3 1 2,527,605.80

$813.851.64 69.328.18 $7.662.847.69 526.826.68

The Black Canyon fund and the two C p s funds are investing equally in VAI Partners LLC and in that company's manager, VAM Partners LLC. The following table explains the investments in VAI Partners LLC:

VAMPartners I $200.00 I 17.04 I $200.00 I 17.04 $9,43 7,288.00 803,918.00 $88,855,422.00 6,108,882.00

- 4 -


Exhibit 10

Investment Participation by the Virgin Group of Companies

Virgin America Equity

The equity interest of the Virgin group of companies in Virgin America is held by Carola Holdings Limited, a company formed under the laws of the British Virgin Islands and with its principal place of business in Jersey, Channel Islands. Carola is managed by four company directors and three alternate directors; company secretary services are provided by Abacus Secretaries (Jersey) Limited. The directors all are British citizens.

Carola is wholly-owned by Virgin Group Investments Limited (VGIL"), also a British Virgin Islands limited company managed by the aforementioned directors, alternate directors and secretary, and an additional director, Stephen Murphy, a British citizen. The principal shareholders of VGIL are certain English-law trusts, none of which individually has a controlling interest in VGIL, and Sir Richard Branson, who holds less than 10% of VGIL shares individually. The trustees of these trusts are limited companies based in the Channel Islands (part of the British Isles) that provide trust services, and the trusts' principal beneficiaries are Sir Richard Branson and members of his immediate family. The address for both entities follows:

Virgin Group Investments Limited Carola Holdings Limited

La Motte Chambers St. Helier, Jersey

JEl 1BJ Channel Islands

In addition to Carola, two executives of the Virgin group of companies, Frances Farrow and Mark Poole, have invested in Virgin America in return for stock. Frances Farrow is the Chief Executive Officer of Virgin USA, Inc., a U.S. management affiliate of Virgin Management Limited, ultimately owned by VGIL. Mark Poole is a director of VGIL and Deputy CEO of the Virgin group of companies. These executives' stock is to be voted as a group with the Carola stock, and the total voting interest of their stock and the Carola stock approaches, but does not exceed, 25%.

Virgin America Debt

As explained in Exhibit 8, both Carola and Virgin Management Limited will hold debt during Virgin America's development phase, but only Carola will hold long-term debt after launch. Virgin Management Limited is a private company registered in England and Wales; it acts as an investment holding company and provides corporate function support for the Virgin group of companies.

- 1 -


Exhibit 10

Aviation Investments by the Virgin Group of Companies

The Virgin group of companies has a broad business portfolio, including investments in several airlines worldwide. These include Virgin Atlantic Airways Ltd of the U.K., in which interests of the Virgin group of companies hold a 5 1 % stake. Various Virgin group companies also hold a 24% voting interest in SN Airholding NV/SA (owner of Belgium's Virgin Express), 25.58% in Virgin Blue Holdings Ltd (Australia), and a 49% stake in Virgin Nigeria. Virgin is also an important sponsor, through Virgin HEMS (London) Ltd., of London's air ambulance service, which is based at The Royal London Hospital, Whitechapel and provides pre-hospital trauma care to over 17.5% of the U.K. population. Looking to the future, the Virgin group of companies owns 100% of Virgin Galactic LLC, a U.S. company created to promote space tourism.

- 2 -


Exhibit 11 .I : Virgin America Current Income Statement

Accruals basis

EXPENSES Salaries, wages & benefits Consulting HQ Office Rent Station and Ops Center Rent Employee Relocation Temporary Travel Expenses Recruiting Training Travel Expenses Insurance Aircraft Rent Proving Runs and Aircraft Delivery Legal Fees Sales & marketing Uniforms IT (non Capex) Maintenance Depreciation and amortization Other operating expenses

Total operating expenses

OTHER INCOME (EXPENSE) Interest expense Interest and other income

Total other expense

From Inception through Sep-05

13,164,133 5,852,924

490,754

1,339,353 1,403,163

61 5,543 51 ,I 22

988,766 - 330

6,801,427 467,967

267,731

84,504 631 -277

32,158,994

- 20,172 20.172

Net income (32,138,823)


Exhibit I I .2: Virgin America Current Balance Sheet September 30,2005

Assets Current assets:

Cash and cash equivalents

Other current assets: Deposits Employee loans Prepaid expenses

Total other current assets

Total current assets Fixed assets:

Aircraft predelivery payments Aircraft improvements Property and equipment, net of accumulated depreciation of $82,729

Total fixed assets Other assets:

Aircraft lease deposits Aircraft option fees Deferred income taxes

Total other assets

Total assets

Liabilities & Equity Liabilities:

Current liabilities: Accounts payable Accrued expenses Accrued payroll Accrued bonuses Interim notes from related party

Total current liabilities

Long-term liabilities: Accrued interest on predelivery payments

Total liabilities

Equity:

Share Capital (3,000 shares authorized; none issued or outstanding) Total deficit accumulated in development stage

$ 503,677

9,532 55,000 40,585

105,117

608.795

46,176,299 2,117.947

358.951

48,653,196

34,000,030 800,000

$ 84,062,021

$ (207.1 54)

1,139,615 544,742

1,060,299 11 1,525,933 1 14,063,435

2,137,409

1 16,200,844

(32.1 38.823)

Total liabilities and equity $ 84,062,021

Virgin America C e r t i f i c a t e Appl ica t ion

Exh i b i t 12

FLIGHT SCHEDULE Month 1

Aircaft A320 2 Total Fits 4 A319 0 Total BH 23.3 Tolal 2 ACUM 11.7

m w & l A320 AAA BBB 630 A320 AAA BBB 620

A320 EBB AAA 520 A320 BBB AAA 520

DOT Sched 12-2-06 Public Routes Page 1 of 12


Alrcnff A320 3 A319 0 Tolal 3

Total Flls 8 Total BH 46.3

AC Mil 15.4

m m A320 AAA A320 AAA A320 AAA

A320 EBB A320 BBB A320 BBB

A320 AAA

A320 ccc

DOT Sched 12-2-08 Public Routes

- Dest

BBB 6:20 EBB 6:20 BBB 6:20

AAA 5:M AAA 5:20 AAA 520

CCC 6:lO

AAA 5 1 0

Page 2 of 12


&&t A320 4 Total Flts 10 A319 0 Total BH 57.7 Total 4 AC Uti 14.4

Esl!L@m

A320 AAA A320 AAA A320 AAA

A320 BBB A320 BBB A320 BBB

A320 AAA A320 AAA

A320 ccc A320 ccc


Dest

BBB BBB BBB

AAA AAA AAA

ccc ccc

A M AAA

- ____

- Bn

620 6 2 0 620

5 2 0 520 520

6:10 6:10

5:10 5 1 0

Page 3 of 12


Ahcraft A320 5 A319 0 Total 5

rota1 FIIS 14 Tolal BH 80.7

AC Ulil 16.1

A320 AAA A320 AAA A320 AAA A320 AAA

A320 BBB A320 BBB A320 BBB A320 BBB

A320 AAA A320 AAA A320 AAA

A320 ccc A320 ccc A320 ccc

OOT Sched 12-248 Public Routes

- Des1

BBB BBB BBB BBB

AAA AAA AAA AAA

ccc ccc ccc

AAA AAA AAA

- 6H

6:20 6:20 6:20 €220

5:20 5:20 520 5 2 0

6:10 6:10 6:10

5:10 510 510

Page4of 12


A320 5 A319 0 Total 5 - ~

mse A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

__

%

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA

CCC ccc ccc

Total Flts 14 Total BH 80.7

AC Uti1 16.1

- --

BBB BBB BBB BBB

AAA AAA AAA AAA

ccc ccc ccc

AAA AAA AAA

___

- BH

6:20 620 6:20 620

520 5:20 5:20 5:20

6:lO 6:lO 6:lO

5 3 0 5:lO 5:lO



Aircraft A320 6 A319 0 Total 6


AC Uti1 152

a A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320

A320

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA

ccc ccc ccc

BBB

DDD

M t

BBB BBB BBB BBB

AAA AAA AAA AAA

ccc ccc ccc

AAA AAA AAA

DDD

BBB

BH

6:20 6:20 6:20 6:20

5 2 0 520 5 2 0 5 2 0

6:10 6:10 6:10

5 1 0 530 530

4:50

550

-

DOT Sched 12-2-08 Public Routes Page6of 12


A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

Aircan Total Flts 20 A320 7

A319 0 TotalBH 1127 Total 7 AC Ut11 16 1

AAA EBB AAA BBB AAA BBB AAA BBB

BBB AAA EBB AAA BBB AAA BBB AAA

AAA CCC AAA CCC AAA ccc

ccc AAA ccc AAA ccc AAA

BBB DDD EBB DOD BBB DDD

DDD BBB DDD BBB DDD EBB

6:20 6120 6 2 0 6 2 0

5 2 0 5 2 0 5 2 0 5 2 0

6:10 6:10 6:10

5:10 5:10 5:10

4:50 4:50 4:50

5% 550 5:50



Aircraft A320 9 A319 0 Total 9

- -. ~

w A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

A320 A320

A320 A320

- .

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA

ccc ccc ccc BBB BBB BBB

DDD DO0 DDD

DDD ODD

ccc ccc


AC Ut11 14.8

-

Dest

BBB BBB BBB BBB

AAA AAA AAA AAA

ccc ccc ccc AAA AAA AAA

ODD DDD DDD

BBB BBB BBB

ccc ccc DDD DDD

- BH

6 2 0 620 6:20 6 2 0

5 2 0 5 2 0 5 2 0 5.20

630 6:10 6:10

510 5:10 5:10

4:50 4 5 0 4:50

5:50 5:50 5:50

5:30 5:30

4:45 4:45

-

WTSched 12-2-08 Public Routes Page8of 12


FLtGHT SCHEDULE Month 9

Aircraft A320 11 Total Flts 30 A319 0 Total BH 164.3 Total 11 AC Uti1 14 9

A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

A320 A320 A320

A320 A320 A320

A319 A320

A320 A319

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA A M

ccc ccc ccc

EBB BBB BBB

ODD ODD ODD

ODD ODD ODD

ccc ccc ccc

AAA AAA

FFF FFF

BBB BBB BBB EBB

AAJl AAA AAA AAA

ccc ccc ccc

AAA AAA AAA

ODD ODD ODD

BBB BBB BBB

ccc ccc ccc

ODD ODD ODD

FFF FFF

AAA AAA

6.20 6:20 6:20 6:20

5:20 5:20 520 5:20

6:10 6:10 6:10

5:10 5:10 5.10

4 : w 4:50 4 5 0

5:50 5:50 5:50

5:30 5:30 5:30

4:45 4:45 4:45

5:40 540

4:45 4145

Page 9 of 12


Aircraft A320 12 Total Fits 34 A319 1 Total 13 AC Uti1 142

Tolal BH 184.3

A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A320

A320 A320

A319 A320

A320 A319


Q&

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA


ODD ODD ODD

ODD ODD ODD

ccc ccc ccc AAA AAA

FFF FFF

FFF FFF

ODD ODD

Dest

BBB BBB EBB EBB

AAA AAA A M AAA


ODD ODD ODD

BBB BBB BBB

ccc ccc ccc DO0 ODD ODD

FFF FFF

AAA AAA

DDD ODD

FFF FFF

- - BH

6:20 6:20 6:20 6:20

5:20 5:20 5:20 5:20

6:10 6:10 6:10

5:10 5:10 5:10

4:50 4:50 4:50

5:50 5:50 5:50

5:30 5:30 5 3 0

4:45 4:45 4:45

5:40 540

4:45 4:45

4:40 4:40

5:20 5:20

Page 1Oof 12


A i m A320 14 A319 2 Total 16

Total FRs 40 Total BH 218.9

AC Util 13.7

A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A320

A320 A320

A320 A320

A320 A320

A320

A320

A319 A319

A319 A31 9


Qr&

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA


ODD DDD DDD

ODD ODD ODD

ccc ccc ccc AAA AAA

FFF FFF

FFF FFF

ODD ODD

AAA

GGG

EEE EEE

BBB BBB

Dest

BBB EBB EBB BBB

AAA AAA AAA AAA


DDD DDD ODD

BBB BBB BBB

ccc ccc ccc DDD ODD ODD

FFF FFF

AAA AAA

ODD ODD

FFF FFF

GGG

AAA

BBB BBB

EEE EEE

- En

6 2 0 6 2 0 6:20 6:20

5:20 5:20 5:20 5 2 0

6:10 6:10 6:10

5:10 5:10 5:10

4:50 4:w 4:50

5:50 5:50 5:50

530 530 5:30

4:45 4:45 4:45

5:40 540

4:45 445

4:40 4:40

5 2 0 5:20

5:40

4:50

6:35 6:35

5:30 5:30

-

Page 11 of 12


Aircaft A320 15 Total Flts 42 A319 2 Total BH 229.4 Total 17 AC Uti1 13.5 __

&@Q

A320 A320 A320 A320

A320 A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A319 A319

A320 A320 A320

A320 A320 A320

A320 A320 A320

A320 A320

A320 A320

A320 A320

A320 A320

A320 A320

A320 A320

A319 A319

A319 A319

AAA AAA AAA AAA

BBB BBB BBB BBB

AAA AAA AAA


DO0 ODD ODD

ODD ODD ODD

ccc ccc ccc AAA AAA

FFF FFF

FFF FFF

ODD ODD

AAA AAA

GGG GGG

EEE EEE

BBB

Dest

BBB BBB BBB BBB

AAA AAA AAA AAA


ODD ODD 000

BBB BBB BBB

ccc ccc ccc ODD ODD ODD

FFF FFF

AAA AAA

ODD ODD

FFF FFF

GGG GGG

AAA AAA

BBB BBB

EEE

-

BBB EEE

BH

6 2 0 6:20 6:20 6 2 0

5 2 0 5:20 5:20 520

6:10 6:10 6:10

5:10 5:10 5 1 0

4:50 4:w 4:50

5:50 5 5 0 5:50

530 5:30 5:30

4:45 4:45 4:45

5 4 0 5 4 0

4:45 4:45

4:40 4:40

520 520

5:40 540

4:50 4:50

6 3 5 6:35

5:30 5130

-

DOT Sched 12-2-08 Public Roules Page 12 of 12


Exhibit 13: Virgin America Pro Forma Financing Plan

$ $

Funding

Funding (Current Commitments Available to Airline)’

Less: Pre Operating Expenses Start-up costs:

Aircraft Deposits’ Lease Deposits* Other Aircraft Credits & Payments Property and Facilities

Total

Funds Remaining’

DOT Reserve Requirement

12 Month Total Expenses

Reserve = 1/4 of 12 Month Total Expenses

Working Capital Financing Surplus

173,780,000

(67,050,106)

(1 1,925,891) (29,060,000)

899,203 (9,615,441) (49,702,130) (1 16,752,236)

57,027,764

210,469,746

(52,617,436)

441 0,328

Notes: The current committed funding is after investment banker placement fees ’ Please refer to Exhibit 16 for more information on aircraft acquisition

Balance Sheet This is equal to the cash balance at launch less customer deposits (Air Traffic Liability) - See Exhibit 17 - Forecast

OEL'ZOL'6P

099'ESZ'Z 269'%6S' 1 9ZL'lLL'P E9E'P19 000'28E

889'980'0P

90C'OSO'L9

(22L'9tS'l) (PEL'lt1'1)

Z99'80L'69

SCE'EZ S t E'EZ

LLB' lEL'69 P09'8SL'Z OLB'EL 1' t 806'2EZ 890'899'1. 609'LS PLP'BL8'6 L I P ' Z O S ' L 891'6EZ 68S'LZB'E EEE'EL lSL'6ZS'l

(6SS'BPZ) 6P0'816 E91'19L'l P606S82'2 96E'PZ S E L ' 6 9 6 6P9'ZPZ'L 8LS'SEB'LZ

9EZ'ZSL'911 ESL'SEO'lSL 2P6'96S'E91 EEE'9EE'LPl ZLO'O62'lPl EEP'620'621 SLL'Z9L'92t 009'SSL'921 PS6'SL2'611 S9Z'220'11 C

(LC6'Z8Z6tE) (68L'L99'ZC) 609'092'9C C92'9t0'9 6C9'09Z'ZC 5LL'L 9t9'6LP'L 669'EOZ'B 55~GGO'bCC angpuedxa ieide3 pus qsodaa 'sasuadxa I W O ~

000'092 006'EB OOL'O1

000'Et

(9EL'PL t'6E)

000'099 OO6'EBL 006'LB

000'6EE

(S50'9 19'8 1)

GO C'PES'OC

O06'LO 1

IEZ'9 t t 'O1

OSt'Z61

L9L'PLE ZOB'LEZ

009'EEL BP6'€86'L

(PL6'9LG'E)

009'LZ OOS'8ZE ZOL'126 E9E'P19

(6ES'99 L'P)

6L6'0S9'5

OES'9t OOO'E9C ZSt'B29

(9PO'OLE'S)

SZl'LBE 006'W t Z51'999'1

Z09'ZtP'E

SW'LPL'S

SL6'E69 OOG'P9P OSB'SLL

OZL'2 16%

9PS'86E'C8

086'981. Z6S'P81 BOL'CL

L99'956'08

6L9'1S9'9 PSO'lE9'S Et6'2EL'S 160'86L'E 6Zt'ElL'E 059'Pt8'E LZl'29S'E 9LP'tEl'E 029'109'2 EZ8'8El'ZE

PLP €E€ EEE EEE EEE EEE EEE EEE 9EE ZLL'OZ PLP EEE EEE EEE EEE EEE EEE E€€ 9EE ZL1'02

ESl'Z99'9 88E'LE9'S 9PZ'EEL'S PZP'86L'E E9P'ElL'E EBG'PP8'E 09P'Z99'E 608'PEL'E 996'1.09'2 P66'891'ZE 81 l ' LEZ 9OS'LLl OL8'8L1 ZP9'ELl L69'9LZ ES1'691 SE0'99L LEP'lOL SSG'ZE LLZ'lE9 LLS'981 P91'9P 9P1'012 6S2'92 LEIi'E88' 1 000'ZL P80'611 €99'008 L99'Pl 21 S'LL 9PE'9E 199'02

96E'PZ 690'86 001'09 SSL'EOe'l

0

819'08L LL9'9P O82'EOZ 008'6 980'066' 1 000'2L p89'61C 999'008 L99'Pl 8E9'SL LPS'PZ 262'8 1

690'8E OOt'SOL 9L8'HL'

1

ZBS'LSC 06S'9P 206'061 008 OOE'OZE'Z OOO'L6

9P8'008 L99'Pl 91S'ZL PLP'LZ 69'2'21

690'8E OOL'L6 19L'E99' 1

2

PZP'O9 1 €05'99 62S'06 t 002'6 000'96S 000'16

PLS' 1 E9 L99'tl S56'OL

(6L9'9E2) L O l ' L l

690'88 9L0'6Lt L96'19L'l

E

EOZ'OEC OOZ'EZ SLZ'EBC o w 9 000'9L9 OOO'L6

S66'1SP EEE'L LZ0'09

(OOZ'PZ 1) PSS'EL

618'18 9LE'POL OZ8'S29' 1

t

EBS'E 11 S91'EZ EBS'LSC 009'2 OOE'99L OOO'L6

SOL' t PE EEE'L 109'69

( P L B ' S ) SL8'P9

P88'62 L

69S'SL 9LL'661 PZ8'229'

0

S9t'SL

060'L 1 1 OOS' I E86'658

(OOO'ZS)

tO6'ES

OSl'L9

ZZ1'618

ZZ9'19 9L9'1LZ 000'681' L

(L89'Zt)

9

6LE'LS

66S'P6

000'LLZ 000'86

06L'ZP tEZ'8 L 002'69 000'6Ll

(69S'S)

L6L'ZP 9Lt'LLl ZSL'ZBE'L

1

PEO'LZ

tZ6'ZS

OOE'EP OW'EZ 1

6E1'82 E90'S OOE'SE 000'6L 1 EOE'Z

000'SZ LPP'OOC S69'9pB'

8

tOS'P9

lEL'L92

L96'19P Ltt'lO8'9

OEE

991'896 ZZI 'LS EPS'S 19 E9l'EOb'L ESE'GEE' 1

PSL'06P PZ6'258'5 EE 1' PSl'E c

6


" W X

2

N

Exhibit 152: Route Operating Statistics


OepaItUreS AAA - 868 MA-ccc ooo-888 Dw-ox EEE - 888 AAA-FFF m-m AAA-GGG

TowDeParblres

Block hous AAA-888 A A A - o x WD -888 Ow-ox EEE-BBB AAA-FFF 000-FFF AAA-GGG Totl(bk&hOUrS

120 181 60

-- 120 241

103 1,055 342

__- 103 1.397

181 241 241 24 1 241 241 24 1 241 241 120 181 181 181 181 181 181 181 181

60 181 181 181 181 181 120 181 181 181

im im im 120

120 im 60

M t 42 1 421 482 602 122 903 1.023 1.204 --__---- ______

1.055 1.406 1.406 1.406 1.406 1.406 1.406 1.406 1.406 684 t.026 1,026 1.026 1.026 1.026 1.026 1.026 1.026

321 963 963 963 963 963 620 930 930 930

729 626 626 626

601 601 315

1.739 2.433 2.433 2.754 3.396 4.016 4.951 5.552 6.597 ---------

241 2.648 181 1 .m 181 1.144 181 843 120 24 1 im I&! 120 361 120 181

1.264 1.705

1.406 15.411 1.026 10.263 963 6.099 930 4.340 729 1.459 626 2502 601 1.802 631 946

6.912 42.882 -____

AAA-EBB 2.561 2.561 2.567 2.561 2.561 2.567 2.567 2.567 2,561 2.567 2.561 2.567 2.567 SgeeLength

AAA-CCC 2.456 2.456 2.66 2.456 2.456 2.456 2,456 2.456 2.456 2,456 2,456 2.456 oD0-688 2.436 2.436 2.436 2.436 2436 2.436 2.436 2 . e

EEE ~ B B B 2.696 2,696 2.696

000-FFF 2.299 2299 2.299 2.299 AAA-GGG ---------

Ow-ccc 2.304 2.304 2304 2.304 2.304 2.504

AA4-FFF 2.414 2.414 2414 2.414 2.414

2.439 2.439 2.439 2.412 2.456 2.455 A V m S W X l e n g m 2.567 2.539 2.523 2.519 2.519 2.509 2.494 2.463 2,446 2.428

Average Seats per depafture AAA-888 AAA-CCC Ow ~ 888 Doo-ccc EEE - 888 AAA-FFF DOO - FFF AAA-GGG AverapeSealsperdepdepartuW

Ash% (WOJ AAA-888 AAA-ccc Ow - 886 Ow-ox EEE - BBB AAA-FFF OW-FFF AAA-GGG Tog( AS&

PasSengerWfacta AAA-EBB M - c c c O w - B B B m - c c c EEE ~€368 AAA-Fff O w - F F F AAA-GGG Amagepassengerbadfada

RPMS (OOOt AAA-860 AAA-ccc Dw ~ 888 ooo-ux: EEE - 888 A N . - FFF Doo- FFF AAA-GGG ToIA RPMs

- .- tu Q, Q Y

0) 3 E Q, > t .. c? 2 Y - n c G

r .- + S

c

-I

0

+ S

c

-I

a

v

a

m + S

c

-1 a

m + S U

2

9 r- + == U

a -1 a

0 + c c

-1 7

n + S U c

A 2

e + r U

a a -I

c) + 5 3 w + S

c

f .- + S

c

-1 a



- .- to U

gs g O N 0 * N 0


I C 0

If o m s 2 : ;


c C

2 t

all v) 0, P) U CI, C '0 C 0 -I

.-

.. 2 v- c .- r, S X w

m + 8

E

3 W i S

c

-1 3

c i S

c

3 * i 5

c 3 3 n i 8

E 5 P i 8

c

-1 3

0 i S

c

?I N i

5 3 a

c i S

c

-1 3

VI

m - ._ - n

w m ) l o m - 9 9 - , , I W I D W L o


Exhibit 16: Significant Income Statement Assumptions and Parameters

Passenger revenue:

Other revenue:

Aircraft leases & ownership:

Fuel & Oil:

Maintenance

Other aircraft expenses

Insurance

Catering

tanding fees

Ground handling

SeCUritY

Airport premises and gate rental

Property taxes

Salaries

Benefits

Tickets purchased via credit card

Credii card commissions

Taxes

Operational Parameters:

Crew Expenses:

Distressed passenger expenses:

$346,819 Average monthly rental on leased aircraft (net of credits)

156 cents per gallon (excluding 4 cents fuel tax and 2 cents into aircraft fuel charges) 773 average bum rate in gallons per block hour

1.0% oil expense as a percentage of total engine fuel expense

$268 per block hour, exclusive of Virgin America maintenance department salaries

2 cents per gallon into aircraft fuel charges $1,822 Deicing. average per aircraft per month

$100 Aircraft cleaning. per aircraft per day $76 Cabin supplies per flight (IF€ not included)

7,246 Average hull insurance per aircraft per month $0.6 Passenger liability per 1,000 RPM 41% Other insurance as % of hull and passenger liability insurance

$6.02 per passenger includes cost of food sales

$3.63 per 1.0001bs of MLW per landing (on average)

$425 per aircraft turn

15 cents per passenger

$126.290 per market served per month on average

0.75% percentage of aircraft value per year

$57,770 Average salary

28% of salaries

95%

1.6%

0% first year net operating loss canyforwards will more than cover

99.0% completion factor 14.4 aircraft utilization (block hours per aircraft per day)

$275 cockpit expense per block hour $1 11 cabin crew expense per block hour

$0.64 expense per passenger per denied boarding and interrupted trip $0.12 expense per passenger for lost bags


Exhibit 16: Significant Income Statement Assumptions and Parameters cont’d

Summary of Sianificant Accountinn Policies

Use of Estimates: We are required to make estimates and assumptions when preparing our financial statements in conformity with accounting principles generally accepted in the United States that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents: Cash equivalents consist of short-term, highly liquid investments with maturities of three months or less when purchased.

Property and Equipment: We record our property and equipment at cost and depreciate these assets on a straight-line basis to their estimated residual values over their estimated useful lives of three to ten years. Additions and modifications that enhance the operating performance of our assets and interest related to predelivery deposits to acquire new aircraft and for the construction of facilities are capitalized and depreciated over the life of the lease or estimated useful life of the owned asset.

Passenger Revenues: Passenger revenue is recognized when the transportation is provided. Tickets sold but not yet recognized as revenue are included in air traffic liability.

Aircraft Maintenance and Repair: Regular airframe maintenance costs for A-checks and C-checks are charged to expense as incurred. Regular heavy airframe maintenance and engine maintenance costs are paid and charged to expense on a monthly basis.

Advertising Costs: Advertising costs, which are included in sales and marketing, are expensed as incurred.

Income Taxes: We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit canyforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Capitalized Interest: Interest attributable to funds used to finance the acquisition of new aircraft is capitalized as an additional cost of the related asset. Interest is capitalized at its weighted- average interest rate on long-term debt or, where applicable, the interest rate related to specific borrowings. Capitalization of interest ceases when the asset is placed in service.

PreDaration of Exhibits

The exhibits have been prepared by:

Robert Dana - Chief Financial Officer Helena James - Director of Budgets & Profitability Brad Freie - Manager of Financial Planning & Analysis


Exhibit 16: Significant Income Statement Assumptions and Parameters cont’d

Aircraft Financinq

Virgin America has made substantial of predelivery payments (PDPs) to Airbus in respect of the eighteen firm ordered aircraft announced in June 2004 and also in respect of one additional aircraft for which an option was exercised on September 30, 2005. Backstop financing is available for the majority of these aircraft, however it is the Company’s intention to obtain commitments for sale-and-leaseback transactions for each of these nineteen aircraft prior to revenue launch. Such financings are assumed to involve pre-delivery cash flows consisting of (i) loans by the lessors to Virgin America to finance its PDPs, net of (ii) lease deposits paid by Virgin America to the lessors. The preparers of these exhibits have made assumptions about the timing of these pre-delivery cash flows based on discussions with individual providers of lease financing. These forecasts assume that cash flows relating to the majority of the nineteen aircraft will take place concurrent with the issuance of of the DOT Final Order and the final closing of our equity capitalization, resulting in a large net cash inflow to the Company on that date.

Based on the terms of its existing contract with GECAS, Virgin America has paid tens of millions of dollars in lease deposits relating to the fifteen aircraft to be leased from this source. The terms of the contract specify that upon the issuance of the DOT Final Order and the final closing of our equity capitalization, a substantial portion of these deposits will be returned to the Company. These forecasts assume that such deposits are returned on that date, further increasing the net cash inflow to the Company.

Going forward, the delivery of each Airbus firm order aircraft in the first twelve months of operations is assumed to be concurrent with its sale-and-leaseback, resulting in a cash oufflow equal to its purchase price, a cash inflow equal to the sale price to the lessor, a return of the PDPs by Airbus, and the repayment of a like amount of PDP financing from the lessor.



Exhibit 18

CERTIFICATION

Pursuant to title 18, United States Code, section 1001,1, David H. Pflieger, Jr., in my individual capacity and as the authorized representative of the applicant, Virgin America Inc. have not in any manner knowingly and willfully falsified, concealed or covered up any material fact or made any false, fictitious, or fraudulent statement or knowingly used any documents which contain such statements in connection with the preparation, filing or prosecution of the application. I understand that an individual who is found to have violated the provisions of 18 U.S.C. section 1001 shall be fined not more than $10,000 or imprisoned not more than five years, or

L

David Jbq!JL+ H. Pflieger,br. "

Acting General Counsel Virgin America Inc.

Date post:	30-Mar-2018
Category:	Documents
Upload:	doankhanh
View:	215 times
Download:	0 times