Amendment No. 2 to Form S-1

the adjusted number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

the current number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

the number of shares of Common Stock outstanding on the record date.

0001193125-14-334356.txt : 20141218 0001193125-14-334356.hdr.sgml : 20141218 20140908060924 ACCESSION NUMBER: 0001193125-14-334356 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 20140908 DATE AS OF CHANGE: 20141113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Virgin America Inc. CENTRAL INDEX KEY: 0001614436 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 201585173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-197660 FILM NUMBER: 141089179 BUSINESS ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: (650) 762-7000 MAIL ADDRESS: STREET 1: 555 AIRPORT BLVD. CITY: BURLINGAME STATE: CA ZIP: 94010 S-1/A 1 d761206ds1a.htm AMENDMENT NO. 2 TO FORM S-1 Amendment No. 2 to Form S-1

As filed with the Securities and Exchange Commission on September 8, 2014

Registration No. 333-197660

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIRGIN AMERICA INC.

(Exact name of registrant as specified in its charter)


Delaware	4512	20-1585173
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

555 Airport Boulevard

Burlingame, California 94010

(650) 762-7000

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

C. David Cush

President and Chief Executive Officer

Virgin America Inc.

555 Airport Boulevard, Burlingame, California 94010

(650) 762-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies To:

Tad J. Freese

Nathan C. Salha

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

John J. Varley

Senior Vice President and General Counsel

Virgin America Inc.

555 Airport Boulevard

Burlingame, California 94010

(650) 762-7000

Alan F. Denenberg

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

Approximate date of commencement of the proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
Common Stock, par value $0.01 per share	$ 115,000,000	$ 14,812 (2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 8, 2014.

PROSPECTUS

LOGO

Virgin America Inc.

Common Stock

This is our initial public offering of shares of our common stock. We are offering shares. In addition, VX Employee Holdings, LLC, a Virgin America employee stock ownership vehicle that we consolidate for financial reporting purposes, is offering 1,745,395 issued and outstanding shares as a selling stockholder. We will not receive any proceeds from the shares sold by this selling stockholder.

No public market currently exists for our shares of common stock.

We intend to apply to list our shares of common stock on the NASDAQ Global Select Market under the symbol “VA.” We anticipate that the initial public offering price per share will be between $ and $ .

Investing in our common stock involves risks. See “Risk Factors” beginning on page 21 of this prospectus.


	Per Share	Total
Price to the Public	$	$
Underwriting discounts and commissions (1)	$	$
Proceeds to us (before expenses)	$	$
Proceeds to selling stockholder (before expenses)	$	$

(1)	We refer you to “Underwriting” beginning on page 152 of this prospectus for additional information regarding underwriting compensation.

Our principal stockholders, funds affiliated with or related to Cyrus Capital Partners, L.P. (which we refer to in this prospectus collectively as “Cyrus Capital”) and affiliates of Virgin Group Holdings Limited (which we refer to in this prospectus collectively as the “Virgin Group”), as option selling stockholders, have granted the underwriters an option to purchase up to additional shares of common stock at the initial public offering price less the underwriting discount solely to cover overallotments. We will receive no proceeds from the sale of any shares sold by these option selling stockholders if the overallotment option is exercised.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about , 2014.


Barclays		Deutsche Bank Securities

, 2014.

LOGO

TABLE OF CONTENTS


	Page
SUMMARY		1
GLOSSARY OF AIRLINE TERMS		18
RISK FACTORS		21
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		36
2014 RECAPITALIZATION		37
USE OF PROCEEDS		40
DIVIDEND POLICY		41
CAPITALIZATION		42
DILUTION		45
UNAUDITED PRO FORMA AS ADJUSTED CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS		48
NOTES TO UNAUDITED PRO FORMA AS ADJUSTED CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS		53
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA		56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		59
INDUSTRY BACKGROUND		89
BUSINESS		91
MANAGEMENT		106
EXECUTIVE COMPENSATION		114
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		134
PRINCIPAL AND SELLING STOCKHOLDERS		138
DESCRIPTION OF CAPITAL STOCK		141
SHARES ELIGIBLE FOR FUTURE SALE		146
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		148
UNDERWRITING		152
LEGAL MATTERS		158
EXPERTS		158
WHERE YOU CAN FIND MORE INFORMATION		158
INDEX TO FINANCIAL STATEMENTS		F-1

We are responsible for the information contained in this prospectus or contained in any free writing prospectus prepared by or on behalf of us to which we have referred you. Neither we, the selling stockholders nor the underwriters, have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission, and we take no responsibility for any other information that others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, results of operations or financial condition may have changed since such date.

Until , 2014 (25 days after the date of this prospectus), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

SUMMARY

This summary highlights selected information about us and the common stock being offered by us and the selling stockholders. It may not contain all of the information that is important to you. Before investing in our common stock, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our financial statements and the accompanying notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Overview

Virgin America is a premium-branded, low-cost airline based in California that provides scheduled air travel in the continental United States and Mexico. We operate primarily from our focus cities of Los Angeles and San Francisco to other major business and leisure destinations in North America. We provide a distinctive offering for our passengers, whom we call guests, that is centered around our brand and our premium travel experience, while at the same time maintaining a low-cost structure through our point-to-point network and high utilization of our efficient, single fleet type. Our distinctive business model allows us to offer a product that is attractive to guests who historically favored legacy airlines but at a lower cost than that of legacy airlines. This business model also enables us to compete effectively with other low-cost carriers, or LCCs, by generating higher stage-length adjusted revenue per available seat mile, or RASM, but at a stage-length adjusted cost per available seat mile, or CASM, competitive with that of other LCCs and lower than that of legacy airlines. As of June 30, 2014, we provided service to 21 airports in the United States and Mexico with a fleet of 53 narrow-body aircraft.

Leveraging the reputation of the Virgin brand, a global brand founded by Sir Richard Branson, we target guests who value the experience associated with the Virgin brand and the high-quality product and service that we offer. Our employees, whom we call teammates, provide a personalized level of service to our guests that is a key component of our product. Other elements of our premium product available fleetwide include power outlets adjacent to every seat, inflight wireless internet access, distinctive on-board mood lighting, leather seats, high-quality food and beverage offerings and our industry-leading Red^® inflight entertainment system featuring a nine-inch personal touch-screen interface with a variety of features available on-demand, including live television, movies, seat-to-seat text chat, games, interactive maps and music. We have won numerous awards for our product, including Best Domestic Airline in Travel + Leisure Magazine’s World’s Best Awards for the past seven consecutive years as well as each of Best Domestic Airline in Condé Nast Traveler Magazine’s Readers’ Choice Awards and Best U.S. Business/First Class Airline in Condé Nast Traveler Magazine’s Business Travel Poll for the past six consecutive years.

LCCs in the United States generally operate point-to-point networks with a single fleet type, a single class of service with a relatively high density seating configuration, high degree of outsourced operational services and high aircraft utilization. While we have many of these characteristics, we differentiate ourselves from other LCCs in the United States with additional attributes that business and high-end leisure travelers value. In contrast to most LCCs, we have three classes of service onboard our aircraft. In addition to our Main Cabin economy product, we offer our guests a First Class product and a premium economy class product called Main Cabin Select. We also provide a number of other amenities that are important to frequent travelers, including our Elevate^® loyalty program with tiered benefits for our most loyal guests, lounge access in certain airports, including our own Virgin America Loft at Los Angeles International Airport (LAX), interline and codeshare partnerships with other airlines and a wide range of distribution channels and contractual travel discounts for over 175 major corporate customers. While these amenities result in a higher CASM than we could otherwise achieve with a more traditional LCC model, we believe that these amenities, along with our premium on-board features, enabled us to realize the highest average passenger revenue per available seat mile, or PRASM, in 2013 among U.S. LCCs within most of our markets.

Our disciplined cost control is also core to our strategy, and we maintain the cost simplicity of other LCCs. We operate one of the youngest fleets among U.S. airlines, comprised entirely of fuel-efficient Airbus A320-family aircraft. Our single fleet type allows us to avoid the operational complexities and cost disadvantages of carriers with multiple and older fleet types. In addition, our long-haul, point-to-point network results in high aircraft utilization and efficient scheduling of our aircraft and crews. We believe that our teammates are productive and attentive to our guests, contributing to our cost advantage while maintaining our high-quality travel experience. We also outsource many non-core functions, such as certain ground handling activities, major airframe and engine maintenance and call center functions, leading to efficient, cost-competitive services and flexibility in these areas.

Executing our strategy of providing a premium travel experience within a disciplined, competitive cost structure has led to improved financial results. For 2013, we recorded operating revenues of $1.4 billion, operating income of $80.9 million and net income of $10.1 million. We increased our RASM in 2013 by 9.3% compared to 2012, the largest increase of any major U.S. airline. Furthermore, our CASM of 10.98 cents increased by only 0.7% from 2012. On a stage-length adjusted basis, our 2013 CASM was competitive with that of LCCs and below that of legacy airlines. We completed a recapitalization of a majority of our operating lease and debt obligations in May 2013, leading to a $34.7 million decline in aircraft rent expense and a $44.8 million decline in interest expense for 2013 compared to 2012. As a result of our RASM increase and the reduction in rent and interest expense, our financial performance improved from a net loss of $145.4 million in 2012 to net income of $10.1 million in 2013. In the first six months of 2014, we had net income of $14.6 million, compared to a net loss of $37.5 million in the first six months of 2013. Our RASM in the first six months of 2014 increased by 4.6% from the prior year period, while our CASM in the first six months of 2014 increased by only 1.5% from the prior year period.

Our business model relies on attracting guests who value the premium product that we provide. Because we provide a high level of amenities to our guests, it generally requires a longer period of time for us to reach profitability in each new market that we enter than it might require for a traditional LCC that does not provide this higher level of service. However, we believe that in the long term, our business model enables us to have financially successful routes as evidenced by our PRASM premium over other LCCs in our markets and in part by our recent history of operating profitability in 2013 after two years of rapid growth into new markets in 2011 and 2012.

Our Competitive Strengths

We believe the following strengths allow us to compete successfully in the U.S. airline industry:

Premium Travel Experience. We believe our premium guest experience, attractive amenities, customer-focused teammates and wide array of inflight entertainment options differentiate us from other airlines in the United States. A key component of our product strength is the consistency across our entire fleet. In contrast to airlines with multiple aircraft types, our product offering is identical on every Airbus 320-family aircraft, allowing for the same enhanced travel experience on every flight. We also differentiate ourselves from other LCCs by providing both First Class and Main Cabin Select products in addition to our Main Cabin economy product. With just eight seats on every aircraft—fewer than most first class cabins offered on competing airlines, our First Class cabin has an exclusive feel with a dedicated attendant providing a personal level of service. Unlike many other airlines, we do not provide complimentary upgrades to First Class, enhancing the exclusivity of this product. In addition to more leg room, which is a standard feature of most premium economy products, we offer additional features within Main Cabin Select, such as complimentary on-demand current-run movies, premium television programs, premium beverages and Main Cabin meals and snacks. We have differentiated our product in all three classes of service as compared to other domestic airlines, leading to a travel experience that can only be found on Virgin America.

World-Class Virgin Brand. We believe that the Virgin brand is widely recognized in the United States and is known for being innovative, stylish, entrepreneurial and hip. We believe that the brand is recognized worldwide from the Virgin Group’s offerings in music, air travel, wireless service and a wide variety of other products. We capitalize on the strength of the Virgin brand to target guests who value an enhanced travel experience and association with the Virgin brand. We believe that the Virgin brand has helped us to establish ourselves as a premium airline in the domestic market in a short period of time. When we enter a new market, awareness of the Virgin brand generates interest from new guests. The power of the Virgin brand provides an opportunity for low-cost public relations events that generate extensive media coverage in new markets and has led to other cooperative marketing relationships for us with major companies. In addition to capitalizing on the Virgin brand strength, we are rapidly establishing Virgin America as a distinct and premium brand for air travel in the United States in its own right. We believe our guests associate the Virgin and Virgin America brands with a distinctive high-quality and high-value travel experience.

Low-Cost, Disciplined Operating Structure. A core component of our business model is our disciplined cost structure. In 2013, the average stage-length adjusted domestic CASM of the legacy airlines was 31% higher than ours. Key components of this low cost structure include our modern, fuel-efficient single-aircraft fleet, our high aircraft utilization, our point-to-point operations, our productive and engaged workforce, our outsourcing of non-core activities and our lean, scalable overhead structure. We are committed to maintaining this disciplined cost structure and believe we will continue to improve our competitive cost position as we grow and further leverage our existing infrastructure.

Established Presence in Los Angeles and San Francisco. We have built our network around the Los Angeles and San Francisco metropolitan areas, the second- and third-largest domestic air travel markets in the United States in 2013. We believe that these two markets, with a combined population of approximately 27 million people and strong economic bases in the technology, media and entertainment industries, serve as an excellent platform for long-term growth. Los Angeles and San Francisco both have large populations of technologically savvy, entrepreneurial and innovative individuals who we believe value our brand and premium guest experience. We have made significant investments in these key markets since 2010, and as of June 30, 2014 we provide service to 18 destinations from Los Angeles and 20 destinations from San Francisco. These destinations include eight of the top ten domestic destinations served from LAX and nine of the top ten domestic destinations served from San Francisco International Airport (SFO), based on passenger volume. This investment provides greater network coverage across North America for travelers from these two focus markets, and we expect that this investment will allow us to continue to grow by leveraging the loyal guest base that we have established in each market.

Our Team and Entrepreneurial Culture. Our teammates and culture are essential elements of our success because they contribute significantly to our premium travel experience. We start by hiring the right teammates through a rigorous process that includes numerous interviews, as well as pre-employment testing for our frontline teammates and our pilots. Key characteristics of Virgin America teammates include a friendly, personable nature, a willingness to think differently, a passionate approach to his or her work and intense pride in Virgin America and our product. We empower our teammates with a high level of authority to resolve guest issues throughout the travel experience, from making flight reservations to interactions at the airport and in flight. We strive to create an environment for our teammates where open communication is both encouraged and expected and where we celebrate our successes together. We believe our positive work environment has contributed to our having one of the highest customer satisfaction rankings in the airline industry.

Our Growth Strategy

Our goal is to generate above-average RASM in each market we serve by providing the leading domestic air travel product through our brand and our premium guest experience, while at the same time maintaining our competitive cost structure through the efficient operations we have established. Key elements of our growth strategy include:

Leverage Our Recent Expansion. We have significantly expanded our fleet size and route network since 2010. We increased our operating fleet from 28 aircraft as of June 30, 2010 to 53 aircraft as of April 30, 2013, and we introduced service to 11 new airports during that period, doubling the number of destinations served. Airline routes tend to become more profitable as they mature because of increased demand as travelers become aware of the service and through repeat business. Our RASM in markets that we entered in 2011 and 2012 increased from 2012 to 2013 by 20.5% as compared to our overall RASM increase of 9.3%. In addition, as we continue to expand our network by increasing the number of markets served from Los Angeles and San Francisco, we expect our network to become more attractive to frequent travelers who prefer to concentrate their travel with one airline, increasing demand for service on our existing routes. We intend to leverage our recent expansion to drive higher RASM.

Expand Our Route Network. We currently serve only 15 of the 50 largest metropolitan areas in the United States and three leisure destinations in Mexico. We believe there are significant opportunities to expand our service from our focus cities of Los Angeles and San Francisco to other large markets throughout the United States, Canada and Mexico. We have firm commitments to take delivery of ten Airbus A320-family aircraft from July 2015 through June 2016, and we expect to continue to grow at a measured, disciplined pace beyond 2016. While we expect most of our expansion in the next several years will focus on the opportunities we have at Los Angeles and San Francisco, we also plan to grow our presence in Dallas, Texas. Through the use of recently acquired slots at New York LaGuardia Airport (LGA) and Ronald Reagan Washington National Airport (DCA), we will add service at Dallas Love Field (DAL) to these markets in October 2014. We will also move our existing service at Dallas/Fort Worth International Airport (DFW) to DAL. DAL is located in a growing, affluent section of the Dallas/Fort Worth metropolitan area and is the closest airport to downtown Dallas. In addition, the airline facilities at DAL are limited by federal law to only 20 gates, providing a structural barrier to entry. We believe this opportunity to provide service at DAL will further diversify our route network and allow us to provide service to LGA and DCA. In addition, we intend to expand our codeshare and interline relationships with other airlines that are complementary to our network, expanding travel destination options for our guests while adding new sources of revenue and more guests.

Maintain Competitive Unit Operating Costs. We are highly focused on maintaining competitive unit operating costs. We expect to realize economies of scale as we continue to grow by leveraging our distribution, marketing and technology costs across our platform and by better utilizing our facilities and ground assets across a larger network. Our fleet is 100% financed by operating leases, of which 26 leases will expire between 2015 and 2022. As our leases expire, we expect to have the opportunity to lower our costs by renewing at lower lease rates or by opportunistically replacing these aircraft with new Airbus A320-family aircraft with lower operating costs sourced in the open market. In addition, we expect our cost structure will continue to benefit from our highly productive and flexible workforce as we grow our fleet and network.

Continue to Grow Our Base of Frequent Travelers. We intend to continue to grow our share of business travelers, a focus that is uncommon among U.S. LCCs, because we believe this population of airline travelers allows us to achieve increased RASM. We target the business community by providing a premium travel service between our focus cities and many of the most important business destinations in North America, as well as key leisure destinations that we believe are important to business travelers when flying for leisure travel. We have already attracted a significant base of frequent business and premium leisure travelers who regularly fly with us and who we believe prefer our premium product attributes. We believe that these types of guests also value a

larger route network and frequent flights within markets. As we grow our network from California and expand our interline and codeshare partnerships, we believe we will be well positioned to attract additional business and high-end leisure travelers. We consider guests who book within 14 days of departure as business travelers. Using this as a measure, we believe that approximately 30% of our guests in 2013 were business travelers, representing approximately 40% of our revenue in 2013.

Continue to Enhance Our Product and Guest Experience. We believe our guest experience is unique in the industry and revolves around our teammates’ focus on guest service, extensive entertainment options, compelling passenger comfort features and an association with our brand that would be difficult to replicate. We nevertheless are continually developing new enhancements to our product. For example, in early 2014, we further expanded our First Class food service on select flights to include enhanced gourmet food offerings and linen service. In the second quarter of 2014, we launched a redesigned version of the Virgin America website, enhancing the ease of use and functionality as well as providing a more customized experience for our guests. In 2015, we plan to upgrade the monitors within our inflight entertainment system to include a “swipe” touch capability, similar to that found on many modern personal electronic devices. This upgrade will include a redesign of the software behind our industry-leading Red inflight entertainment system, allowing for future software features. Additionally, we continually analyze new technologies for longer-term enhancements to our fleet, inflight product and airport experience.

Route Network

We served 21 airports throughout North America as of June 30, 2014. The majority of our routes operate to and from our focus cities of Los Angeles and San Francisco. Our current network is a mix of long-haul, transcontinental service combined with short-haul West coast service and select Mexico leisure destinations. Below is a route map of our network.

LOGO

We use publicly available data related to existing traffic, fares and capacity in domestic markets to identify growth opportunities. To monitor the profitability of each route, we analyze monthly profitability reports as well as near-term forecasting. We routinely make adjustments to capacity and frequency of flights within our network based on the financial performance of our markets, and we discontinue service in markets where we determine that long-term profitability is not likely to meet our expectations.

Our future network plans include growing from our focus cities of Los Angeles and San Francisco to other major markets in North America. By continuing to add destinations in select markets from Los Angeles and San Francisco, we can leverage our existing base of loyal guests and grow our share of revenue within these focus cities while also expanding our customer base as we gain new guests in new markets. We also plan to add service from DAL to LGA and DCA. We believe this DAL opportunity will further diversify our route network and provide growth into strategic airports that are limited by regulation.

Fleet

We fly only Airbus A320-family aircraft and operate only CFM engines, which provide us significant operational and cost advantages compared to airlines that operate multiple fleet and engine types. Flight crews are entirely interchangeable across all of our aircraft, and maintenance, spare parts inventories and other operational support are highly simplified relative to more complex fleets. Due to this commonality among Airbus single-aisle aircraft, we retain the benefits of a fleet consisting of a single family of aircraft while still having flexibility to match the capacity and range of the aircraft to the demands of many routes.

We have a fleet of 53 Airbus single-aisle aircraft, consisting of ten Airbus A319s and 43 Airbus A320s. The average age of the fleet was approximately five years at June 30, 2014. Our Airbus A319 aircraft accommodate 119 guests, and our Airbus A320 aircraft accommodate 146-149 guests. All of the existing aircraft are financed under operating leases.

We plan to grow our fleet with additional Airbus A320-family aircraft, and we currently have an order with Airbus for ten Airbus A320 aircraft to be delivered between July 2015 and June 2016 and 30 Airbus A320 new engine option, or A320neo, aircraft to be delivered between 2020 and 2022. We have an option to cancel our Airbus A320neo positions up to two years in advance of delivery in groups of five aircraft, but we could incur a loss of deposits and credits as a cancellation fee. We may elect to supplement these deliveries by additional acquisitions from Airbus or in the open market if demand conditions merit. Twenty-six of our existing operating leases will expire between 2015 and 2022, and we believe there will be an opportunity to extend these leases at a reduced lease rate or to replace them with new or used Airbus A320-family aircraft. Although we expect to grow our fleet as we increase our flights on our existing route network and expand our route network to new markets, we are only committed to grow to 63 aircraft. As a result, our fleet plan provides significant flexibility.

Our Airbus A320 aircraft deliveries in 2015 and 2016 will be equipped with sharklets, a new wingtip device that we believe will create up to 3.0% additional fuel efficiency in our network. In addition to lowering our average fuel cost per flight, the sharklets provide increased range. This will reduce technical stops on our transcontinental flights that occasionally occur during specific weather patterns as well as allow for the possibility of operations to the state of Hawaii. Operating to Hawaii will require additional Federal Aviation Authority, or FAA, certification for extended twin-engine over-water operations, and we are currently evaluating these markets and the additional operational requirements.

Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, that represent potential challenges we face in connection with the successful implementation of our strategy and the growth of our business. We expect a number of factors to cause our results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance. Such factors include:

•

the price and availability of aircraft fuel;

•

our ability to compete in an extremely competitive industry;

•

the successful execution and implementation of our strategy;

•

security concerns resulting from any threatened or actual terrorist attacks or other hostilities;

•

our reliance upon technology and automated systems to operate our business;

•

our reputation and business being adversely affected in the event of an emergency, accident or similar incident;

•

changes in economic conditions;

•

our limited profitable operating history;

•

changes in governmental regulation; and

•

our ability to obtain financing or access capital markets.

Corporate Information

We were incorporated in the state of Delaware in 2004 as Best Air Holdings, Inc. We changed our name to Virgin America Inc. in November 2005. Our principal executive offices are located at 555 Airport Boulevard, Burlingame, California 94010. Our general telephone number is (650) 762-7000, and our website address is www.virginamerica.com. We have not incorporated by reference into this prospectus any of the information on, or accessible through, our website, and you should not consider our website to be a part of this document. Our website address is included in this document for reference only.

Virgin America^®, the Virgin America logo and the Virgin signature are trademarks of Virgin America Inc. in the United States and other countries by license from certain entities affiliated with the Virgin Group. This prospectus also contains trademarks and trade names of other companies.

2014 Recapitalization

As of June 30, 2014, we had a total of $666.4 million of contractual obligations for principal and accrued interest outstanding under certain secured related-party notes, which we refer to in this prospectus as the “Related-Party Notes.” As of June 30, 2014, the Virgin Group held approximately $410.6 million aggregate principal amount and accrued interest of the Related-Party Notes, and Cyrus Capital held approximately $255.8 million aggregate principal amount and accrued interest of the Related-Party Notes. The Virgin Group and Cyrus Capital also hold the majority of our outstanding warrants to purchase shares of our common stock, which we refer to in this prospectus as the “Related-Party Warrants.”

estimate to be $ million (based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus), would be used to repay a portion of the Related-Party Notes. Remaining principal and accrued interest under the Related-Party Notes would either be (1) exchanged for a new $50.0 million note bearing interest at a rate of 5.0% per annum, compounded annually, which we refer to as the “Post-IPO Note”; (2) repaid after the release to us of cash collateral held by our credit card processors in connection with a letter of credit facility arranged by the Virgin Group, which we refer to as the “Letter of Credit Facility”; or (3) exchanged for shares of our common stock, as described more fully in “2014 Recapitalization” elsewhere in this prospectus. In addition, Related-Party Warrants either would be exchanged without receipt of cash consideration for shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, be exercised immediately prior to this offering, expire upon the closing of this offering or be cancelled in their entirety, as described more fully in “2014 Recapitalization” elsewhere in this prospectus.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement, which we refer to in this prospectus as the “2014 Recapitalization,” and upon the closing of this offering, only the Post-IPO Note, and none of the Related-Party Notes or the Related-Party Warrants, would remain outstanding. We also anticipate that each issued and outstanding share of our Class A, Class A-1, Class B, Class C and Class G common stock and each issued and outstanding share of our convertible preferred stock would be converted into one share of common stock in accordance with our certificate of incorporation. Further, all of our remaining currently outstanding warrants that are not Related-Party Warrants will expire by their existing terms upon the closing of this offering unless the initial public offering price exceeds the applicable exercise price. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we do not anticipate that any of our existing warrants to purchase common stock would remain outstanding upon the closing of this offering.

For more information, see “2014 Recapitalization” beginning on page 35 of this prospectus. The transactions contemplated by the 2014 Recapitalization Agreement, which we refer to in this prospectus as the “2014 Recapitalization,” would be contingent upon the consummation of this offering.

Following this offering, the Virgin Group will have the right to designate a member of our board of directors pursuant to amended and restated license agreements related to our use of the Virgin name and brand that we intend to enter into with the Virgin Group. Mr. Evan Lovell, a member of our board of directors since April 2013 and a partner of the Virgin Group, plans to remain on our board of directors following this offering as the Virgin Group’s designee.

THE OFFERING

Common stock offered by us

shares.

Common stock offered by the selling stockholder

1,745,395 shares.

Shares outstanding after the offering

shares.⁽¹⁾

Underwriters’ overallotment option to purchase additional shares

Our principal stockholders, Cyrus Capital and the Virgin Group, as option selling stockholders, have granted the underwriters an option to purchase up to additional shares of common stock solely to cover overallotments.

Use of proceeds

We estimate that we will receive net proceeds from this offering of approximately $ million, based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and after deducting underwriting discounts and expenses of this offering payable by us.

VX Employee Holdings, LLC, a Virgin America employee ownership vehicle that we consolidate for financial reporting purposes will sell 1,745,395 issued and outstanding shares as a selling stockholder and will distribute the net proceeds, which we estimate to be $ , based on an assumed initial public offering price of $ (the midpoint of the price range set forth on the cover of this prospectus), to eligible teammates, which do not include our officers. We will not receive any proceeds from the sale of shares by the selling stockholder in this offering.

From the shares of common stock we are selling in this offering, we will retain net proceeds of $ million for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures, including future flight equipment acquisitions, as well as for certain aircraft operating lease obligations.

In connection with the 2014 Recapitalization, we intend to use the remaining net proceeds received by us from this offering, which we estimate will be $ million, based on an assumed initial offering price of $ per share (the midpoint of the price range on the cover of this prospectus), to repay principal and accrued interest on certain Related-Party Notes held by Cyrus Capital and the Virgin Group. For more information, see “2014 Recapitalization” and “Use of Proceeds” elsewhere in this prospectus.

If the overallotment option is exercised, Cyrus Capital and the Virgin Group, as option selling stockholders, will sell the shares of our common stock deliverable upon such exercise, and we will not receive any proceeds from the sale of such shares. See “Principal and Selling Stockholders” elsewhere in this prospectus.

Risk factors

See “Risk Factors” and the other information included elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Proposed NASDAQ Global Select Market symbol

“VA”

(1)	The number of shares outstanding after the offering is based on the 14,719,426 shares of our common stock outstanding (on an as converted to common stock basis) as of June 30, 2014, and excludes:

•

an aggregate of 3,153,699 shares of common stock reserved for issuance under our 2005 Stock Incentive Plan;

•

8,025,383 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $2.09 per share, of which 817,922 are vested;

•

2,124,450 shares of common stock issuable upon the vesting of restricted stock units, or RSUs, outstanding as of June 30, 2014 under our 2005 Stock Incentive Plan;

•

4,951,417 shares of common stock issuable upon the vesting of additional RSUs outstanding as of June 30, 2014;

•

1,650,000 shares of common stock issuable upon the vesting of RSUs approved by our board of directors to be granted to certain executive officers and management contingent upon consummation of the transactions contemplated by the 2014 Recapitalization, all of which will vest immediately;

•

warrants to purchase an aggregate of 175,000 shares of common stock at an exercise price of $5.00 per share and an aggregate of 3,883,333 shares of common stock at an exercise price of $10.00 per share, all of which will expire, if unexercised, upon completion of this offering;

•

rights to purchase 1,150,709 shares of common stock at an exercise price of $3.61 per share outstanding as of June 30, 2014, which will expire, if unexercised, upon completion of this offering;

•

an aggregate of shares of common stock reserved for issuance under our 2014 Equity Incentive Award Plan; and

•

an aggregate of shares of common reserved for issuance under our 2014 Employee Stock Purchase Plan.

Except as otherwise indicated, information in this prospectus (including the number of shares outstanding after this offering) reflects or assumes that the following will have taken place, which we refer to in this prospectus as the “Transactions”:

•

that our amended and restated certificate of incorporation, which we will file in connection with the completion of this offering, is in effect;

•

that the 2014 Recapitalization has been completed, including that we have issued shares of common stock in connection therewith, based on an assumed initial offering price of $ per share (the midpoint of the price range on the cover of this prospectus);

•

that the holders of all issued and outstanding shares of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock have caused each such share to be converted into one share of common stock in connection with the 2014 Recapitalization, which we refer to in this prospectus as “on an as converted to common stock basis”; and

•

that there has been no exercise of the underwriters’ overallotment option to purchase up to additional shares of our common stock from the option selling stockholders.

The information we present in this prospectus does not reflect a reverse split of our common stock that we may effect prior to the consummation of this offering.

The number of shares outstanding after the offering will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. In connection with this offering and pursuant to the 2014 Recapitalization:

•

the principal and accrued interest outstanding pursuant to our Related-Party Notes either (i) would be repaid with a portion of the net proceeds from this offering and the proceeds from the release of credit card holdbacks in connection with the establishment of the Letter of Credit Facility, (ii) would be exchanged for the Post-IPO Note or (iii) would be exchanged for shares of our common stock based on the initial public offering price of this offering;

•

our currently outstanding warrants to purchase shares of our common stock, including our Related-Party Warrants, either (i) would be exchanged without receipt of cash consideration for shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, which depend in part on the initial public offering price of this offering, (ii) would be exercised to the extent the exercise price per share provided for therein is less than the initial public offering price of this offering or (iii) would expire or otherwise be cancelled; and

•

each issued and outstanding share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock.

In this prospectus, in calculating the number of shares of common stock to be issued pursuant to the 2014 Recapitalization, we have assumed the application of the net proceeds to us as set forth in “Use of Proceeds” elsewhere in this prospectus an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and an assumed initial public offering date of June 30, 2014 for purposes of calculating accrued interest on the Related-Party Notes. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.

A change in the offering price and, accordingly, the amount of net proceeds received by us, would result in changes to the application of the net proceeds as set forth in “Use of Proceeds” elsewhere in this prospectus and in the following variables: (1) the amount of principal and accrued interest outstanding pursuant to our Related-Party Notes that are not repaid with net proceeds from this offering; (2) the number of shares of common stock that would be issued upon exchange of such Related-Party Notes; and (3) the number of shares of common stock that would be issued upon exchange of our Related-Party Warrants. The following table shows (in thousands, except per share data) the effects of various initial public offering prices on these variables based on the assumptions described above. The initial public offering prices shown below are hypothetical and illustrative only.


Assumed Initial Offering Price	Repayment of Related- Party Notes	Shares of Common Stock Issued Upon Exchange for Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related- Party Warrants	Total Shares of Common Stock Outstanding after this Offering
$	$

In each case, the total number of shares of common stock outstanding after this offering above is based on 14,719,426 shares of our common stock outstanding (on an as converted to common basis) as of June 30, 2014, subject to the same exclusions described above.

Because the share amounts set forth above are based on the accrued interest outstanding pursuant to our Related-Party Notes as of June 30, 2014, such amounts do not take into account shares of common stock to be issued in the 2014 Recapitalization in exchange for unpaid interest on the Related-Party Notes accrued from June 30, 2014 through the closing date of this offering. Such interest contractually accrues at a rate of approximately $3.9 million per month in the aggregate.

For more information, see “2014 Recapitalization” elsewhere in this prospectus.

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following tables summarize the consolidated financial and operating data for our business for the periods presented. You should read this summary consolidated financial and operating data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, included elsewhere in this prospectus.

We derived the summary consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 from our audited consolidated financial statements included in this prospectus. We derived the summary consolidated statement of operations data for the six months ended June 30, 2013 and 2014 and the consolidated balance sheet data as of June 30, 2014 from our unaudited consolidated financial statements included in this prospectus. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which consist of only normal recurring adjustments, necessary for the fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and results for the six months ended June 30, 2014 are not indicative of the results expected for the full year.


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
	(in thousands, except per share data)
										(unaudited)
Consolidated Statements of Operations Data:
Operating revenues	$	1,037,108		$	1,332,837		$	1,424,678		$	677,406		$	712,235
Operating expenses		1,064,504			1,364,570			1,343,797			664,510			678,240

Operating income (loss)		(27,396	)		(31,733	)		80,881			12,896			33,995
Other expense		(72,993	)		(113,640	)		(70,420	)		(50,435	)		(19,050	)

Net income (loss) before income tax		(100,389	)		(145,373	)		10,461			(37,539	)		14,945
Income tax expense		14			15			317			—			316

Net income (loss)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629

Net income (loss) per share:
Basic (1)	$	(18.96	)	$	(27.45	)	$	0.74		$	(7.09	)	$	1.07

Diluted (1)	$	(18.96	)	$	(27.45	)	$	0.56		$	(7.09	)	$	0.74

Shares used in per share calculation:
Basic (1)		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895
Diluted (1)		5,296,895			5,296,895			9,689,719			5,296,895			11,289,461

Non-GAAP Financial Data (unaudited):
EBITDA (2)	$	(17,241	)	$	(20,473	)	$	94,844		$	19,304		$	40,748
EBITDAR (2)		170,635			216,327			296,915			130,029			133,105

(1)	See Note 14 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate the basic and diluted earnings per share.

(2)

which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes) and income taxes, which may vary significantly between periods and for different companies for reasons unrelated to overall operating performance. However, because derivations of EBITDA and EBITDAR are not determined in accordance with GAAP, such measures are susceptible to varying calculations, and not all companies calculate the measures in the same manner. As a result, derivations of EBITDA and EBITDAR as presented may not be directly comparable to similarly titled measures presented by other companies.

These non-GAAP financial measures have limitations as an analytical tool. Some of these limitations are: they do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; they do not reflect changes in, or cash requirements for, our working capital needs; they do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements; and other companies in our industry may calculate EBITDA and EBITDAR differently than we do, limiting their usefulness as a comparative measure. Because of these limitations, EBITDA and EBITDAR should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.

The following table represents the reconciliation of net income (loss) to EBITDA and EBITDAR for the periods presented below:


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
	(in thousands)
										(unaudited)
Reconciliation:
Net income (loss)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629
Interest expense		75,577			116,110			71,293			50,628			20,424
Capitalized interest		(2,320	)		(2,176	)		(534	)		—			(1,116	)
Interest income		(264	)		(294	)		(339	)		(193	)		(258	)
Income tax expense		14			15			317			—			316
Depreciation and amortization		10,155			11,260			13,963			6,408			6,753

EBITDA		(17,241	)		(20,473	)		94,844			19,304			40,748
Aircraft rent		187,876			236,800			202,071			110,725			92,357

EBITDAR	$	170,635		$	216,327		$	296,915		$	130,029		$	133,105

The following table presents our historical consolidated balance sheet data as of June 30, 2014, on a pro forma as adjusted basis to give effect to the 2014 Recapitalization and to the receipt by us of the estimated net proceeds from the sale by us of shares at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) after deducting underwriting discounts and estimated expenses payable by us and the application of such net proceeds as described in “Use of Proceeds” elsewhere in this prospectus.


	As of June 30, 2014
	Actual			Pro Forma as Adjusted (1)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	179,980
Total assets		871,172
Long-term debt, including current portion		798,891
Convertible preferred stock		21,406
Total stockholders’ equity (deficit)		(369,912	)

(1)	The unaudited pro forma as adjusted consolidated balance sheet has been adjusted to illustrate the effect of: (a) the repayment of $100.0 million of principal and accrued interest due under the Related-Party Notes with $100.0 million of

cash released from cash collateral held by our credit card processors in connection with the establishment of the Letter of Credit Facility arranged by the Virgin Group; (b) the increase in the license rate associated with our amended and restated license agreements with the Virgin Group for use of the Virgin name and brand; (c) the issuance of the $50.0 million Post-IPO Note in exchange for cancellation of $50.0 million of certain Related-Party Notes held by the Virgin Group; (d) the repayment of $ million of principal and accrued interest due under certain Related-Party Notes with net proceeds from this offering; (e) the exchange of approximately $ million of principal and accrued interest due under the Related-Party Notes for shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (f) the issuance of shares of common stock in exchange for Related-Party Warrants to purchase shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (g) the conversion of each share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock into one share of our common stock; and (h) the presentation of net proceeds of $ received as a result of the 2014 Recapitalization and the offering as additional paid in capital.

•

principal and accrued interest outstanding pursuant to our Related-Party Notes would be either (i) repaid with a portion of the net proceeds from this offering and the proceeds from the release of credit card holdbacks in connection with the establishment of the Letter of Credit Facility, (ii) exchanged for the Post-IPO Note or (iii) exchanged for shares of our common stock based on the initial public offering price of this offering;

•

outstanding warrants to purchase shares of our common stock, including our Related-Party Warrants, either (i) would be exchanged without receipt of cash consideration for shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, which depend in part on the initial public offering price of this offering, (ii) would be exercised to the extent the exercise price per share provided for therein is less than the initial public offering price of this offering or (iii) would expire or otherwise be cancelled; and

•

each issued and outstanding share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock.

In this prospectus, in calculating the number of shares of common stock to be issued pursuant to the 2014 Recapitalization, we have assumed the application of the net proceeds to us as set forth in “Use of Proceeds” elsewhere in this prospectus, an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and an assumed initial public offering date of June 30, 2014 for purposes of calculating accrued interest on the Related-Party Notes. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.

that would be issued upon exchange of our Related-Party Warrants. The following table shows (in thousands, except per share data) the effects of various initial public offering prices on these variables based on the assumptions described above. The initial public offering prices shown below are hypothetical and illustrative only.


Assumed Initial Offering Price	Repayment of Related- Party Notes	Shares of Common Stock Issued Upon Exchange for Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related- Party Warrants	Total Shares of Common Stock Outstanding after this Offering
$	$

The above discussion is based on the 14,719,426 shares of our common stock outstanding (on an as converted to common stock basis) as of June 30, 2014, and excludes:

•

an aggregate of 3,153,699 shares of common stock reserved for issuance under our 2005 Stock Incentive Plan;

•

8,025,383 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $2.09 per share, of which 817,922 are vested;

•

2,124,450 shares of common stock issuable upon the vesting of RSUs outstanding as of June 30, 2014 under our 2005 Stock Incentive Plan;

•

4,951,417 shares of common stock issuable upon the vesting of additional RSUs outstanding as of June 30, 2014;

•

rights to purchase 1,150,709 shares of common stock at an exercise price of $3.61 per share outstanding as of June 30, 2014 which will expire, if unexercised, upon completion of this offering;

•

an aggregate of shares of common stock reserved for issuance under our 2014 Equity Incentive Award Plan; and

•

an aggregate of shares of common reserved for issuance under our 2014 Employee Stock Purchase Plan.

For more information, see “2014 Recapitalization” elsewhere in this prospectus.

OPERATING STATISTICS


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
Operating Statistics: (1)
Available seat miles—ASMs (millions)		9,853			12,514			12,243			5,948			5,979
Departures		44,696			56,362			58,215			27,712			28,962
Average stage length (statute miles)		1,571			1,567			1,474			1,510			1,445
Aircraft in service—end of period		44			52			53			53			53
Fleet utilization		12.1			11.6			10.8			10.7			10.7

Passengers (thousands)		5,030			6,219			6,329			3,068			3,208
Average fare	$	189.05		$	195.38		$	203.70		$	198.86		$	197.55
Yield per passenger mile (cents)		11.82			12.26			13.14			12.70			12.89
Revenue passenger miles—RPMs (millions)		8,034			9,912			9,814			4,806			4,917
Load factor		81.5	%		79.2	%		80.2	%		80.8	%		82.2	%
Passenger revenue per available seat mile—PRASM (cents)		9.64			9.71			10.53			10.26			10.60
Total revenue per available seat mile—RASM (cents)		10.53			10.65			11.64			11.39			11.91

Cost per available seat mile—CASM (cents)		10.80			10.90			10.98			11.17			11.34
CASM, excluding fuel (cents)		6.56			6.61			6.83			6.97			7.21
Fuel cost per gallon	$	3.24		$	3.32		$	3.18		$	3.23		$	3.14
Fuel gallons consumed (thousands)		128,852			161,404			159,326			77,367			78,828
Teammates (FTE)		2,002			2,395			2,482			2,375			2,500

(1)	See “Glossary of Airline Terms” beginning on the next page of this prospectus for definitions of terms used in this table.

GLOSSARY OF AIRLINE TERMS

Set forth below is a glossary of industry terms used in this prospectus:

Airbus A320-family includes A318, A319, A320 and A321 aircraft manufactured by the Airbus Group. The Airbus A320-family have common engine, airframe and cockpit design, leading to shared maintenance and flight operations procedures. We currently operate A319 and A320 aircraft.

Ancillary revenue means the amount of non-ticket revenue received from passengers, including baggage fees, change fees, seat selection fees and on-board sales.

Ancillary revenue per passenger means the total ancillary revenue divided by passengers.

ASMs, or “available seat miles,” refer to the number of seats available for passengers multiplied by the number of miles the seats are flown.

ATL, or “air traffic liability,” means the value of tickets sold in advance of travel.

Average fare means total passenger revenue divided by passengers.

Banks means the discrete periods during the day at a hub airport during which a large number of flights arrive and depart, allowing for connections.

Block hours means the hours during which the aircraft is in revenue service, measured from the time of gate departure before take-off until the time of gate arrival at the destination.

CASM, or “cost per available seat mile,” means the airline’s total operating costs divided by available seat miles.

CASM, excluding fuel, or “CASM ex-fuel,” means operating costs less aircraft fuel expense divided by ASMs.

Codeshare refers to a type of arrangement where two or more airlines share the same flight and where a seat can be purchased through one airline but actually operated by a cooperating airline under a different flight number or code.

DOT means the U.S. Department of Transportation, a federal Cabinet department of the U.S. government overseeing interstate and international transportation.

EPA means the U.S. Environmental Protection Agency, an agency of the federal government of the United States charged with protecting human health and the environment.

FAA means the U.S. Federal Aviation Administration, an agency of the U.S. Department of Transportation that has the authority to regulate and oversee civil aviation in the United States.

Fleet utilization, or “aircraft utilization,” means block hours in the period divided by average number of aircraft in our fleet divided by number of days in the period.

Flight equipment means all types of property and equipment used in the inflight operation of aircraft.

Flight hours means the total time an aircraft is in the air between an origin-destination airport pair, i.e. from wheels-up at the origin airport to wheels-down at the destination airport.

GDS means a Global Distribution System such as Amadeus, Sabre and Travelport, used by travel agencies and corporations to purchase tickets on participating airlines.

Hub-and-spoke network refers to a method of organizing an airline network in which one major airport is used as a connecting point for passengers traveling to other destinations, including smaller local airports and international destinations.

Interline refers to a type of agreement among airline partners that allow guests to create itineraries connecting from one airline to another.

Length of haul adjusted RASM means RASM adjusted for passenger-weighted length of haul.

Load factor means the proportion of airline capacity (ASMs) that is actually consumed, calculated by dividing RPMs by ASMs.

Major airline, as defined by the U.S. Department of Transportation, means a U.S.-based air carrier with annual operating revenues in excess of one billion dollars during a fiscal year.

Passenger revenue means revenue received by the airline from the carriage of passengers in scheduled operations.

Passenger-weighted length of haul means the average distance flown, measured in statute miles, per passenger, calculated by dividing total RPMs by the number of total revenue passengers.

Passengers means the total number of passengers flown on all flight segments.

PDP means pre-delivery payments, which are payments required by aircraft manufacturers in advance of delivery of the aircraft; typically aircraft-specific payments begin 24 months prior to aircraft delivery.

Pitch, or “seat pitch,” means the measure of distance between seat rows on an aircraft, measured in inches from the middle of one seat to the middle of the seat directly in front of it.

Point-to-point network means a method of organizing an airline network in which flights travel directly to a destination rather than going through a central hub.

PRASM, or “passenger revenue per available seat mile,” refers to a measure of passenger unit revenue calculated by dividing passenger revenue by available seat miles, or ASMs.

RASM, “revenue per available seat mile” or “unit revenue” refers to a measure of unit revenue calculated by dividing the airline’s total revenue by available seat miles, or ASMs.

RPMs, or “revenue passenger miles,” means the number of miles flown by revenue passengers.

Seat-weighted stage length means the average distance flown, measured in statute miles, per seat, calculated by dividing total ASMs by the number of total seats flown.

Stage length means the average distance flown, measured in statute miles, per aircraft departure, calculated by dividing total aircraft miles flown by the number of total aircraft departures performed.

Stage length adjusted CASM means CASM adjusted for a seat-weighted stage length.

Stage-length adjustment refers to an adjustment to enable comparison of CASM and RASM across airlines. All other things being equal, the same airline will have lower CASM and RASM as stage length increases since fixed and departure related costs are spread over increasingly larger average flight lengths. Therefore, to properly compare these quantities across airlines (or even across the same airline for two different periods if the airline’s

average stage length has changed significantly) requires settling on a common assumed stage length and then adjusting CASM and RASM appropriately. This requires some judgment and different observers may use different stage-length adjustment techniques. For comparisons in this prospectus in which CASM is stage-length adjusted, the stage-length being utilized is a seat-weighted distance, or the average of the distances flown by each seat divided by total seats flown. For comparisons where RASM is stage-length adjusted, the stage being utilized is the passenger-weighted distance, or the average of the individual distances flown by the airlines’ passengers.

TSA means the U.S. Transportation Security Administration, an agency of the U.S. Department of Homeland Security that exercises authority over the security of the traveling public in the United States.

U.S. citizen means a “citizen of the United States” as that term is defined in 49 U.S.C. §40102(a)(15).

Yield refers to a measure of average fare paid per mile per passenger, calculated by dividing passenger revenue by revenue passenger miles.

Virgin America Destinations:

AUS—Austin-Bergstrom International Airport (Austin, Texas).

BOS—General Edward Lawrence Logan International Airport (Boston, Massachusetts).

CUN—Cancún International Airport (Cancún, Mexico).

DAL—Dallas Love Field (Dallas, Texas).

DCA—Ronald Reagan Washington National Airport (Washington, D.C.).

DFW—Dallas/Fort Worth International Airport (Dallas, Texas).

EWR—Newark Liberty International Airport (Newark, New Jersey).

FLL—Fort Lauderdale-Hollywood International Airport (Fort Lauderdale, Florida).

IAD—Washington Dulles International Airport (Dulles, Virginia).

JFK—John F. Kennedy International Airport (Jamaica, New York).

LAS—McCarran International Airport (Las Vegas, Nevada).

LAX—Los Angeles International Airport (Los Angeles, California).

LGA—LaGuardia Airport (New York, New York).

MCO—Orlando International Airport (Orlando, Florida).

ORD—Chicago O’Hare International Airport (Chicago, Illinois).

PDX—Portland International Airport (Portland, Oregon).

PHL—Philadelphia International Airport (Philadelphia, Pennsylvania).

PSP—Palm Springs International Airport (Palm Springs, California).

PVR—Licenciado Gustavo Díaz Ordaz International Airport (Puerto Vallarta, Mexico).

SAN—San Diego International Airport (San Diego, California).

SEA—Seattle–Tacoma International Airport (Seattle, Washington).

SFO—San Francisco International Airport (San Francisco, California).

SJD—Los Cabos International Airport (Los Cabos, Mexico).

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before making a decision to invest in our common stock. If any of these risks should occur, our business, results of operations, financial condition or growth prospects could be materially adversely affected. In those cases, the trading price of our common stock could decline, and you may lose all or part of your investment.

Our business has been and in the future may be materially adversely affected by the price and availability of aircraft fuel. High fuel costs and increases in fuel prices or a shortage or disruption in the supply of aircraft fuel would have a material adverse effect on our business.

The price of aircraft fuel may be high or volatile. The cost of aircraft fuel is highly volatile and is our largest individual operating expense, accounting for 39.2%, 39.4%, 37.7% and 36.5% of our operating expenses for 2011, 2012 and 2013 and the six months ended June 30, 2014. High fuel costs or increases in fuel costs (or in the price of crude oil) could materially adversely affect our business. We have been operating in a relatively stable fuel price environment for the past 12 months with the average market fuel price of $2.93 per gallon slightly more than the four-year average of $2.91 per gallon. Fuel-price volatility has also decreased in the past 12 months. That volatility could increase and create more pricing instability which, when added to changes in the price of fuel, could materially adversely affect our business. We may be more susceptible to fuel-price volatility than most of our competitors since fuel represents a larger proportion of our total costs due to the longer average stage length of our flights.

Availability of aircraft fuel may be low. Our business is also dependent on the availability of aircraft fuel (or crude oil), which is not predictable. Weather-related events, natural disasters, terrorism, wars, political disruption or instability involving oil-producing countries, changes in governmental or cartel policy concerning crude oil or aircraft fuel production, transportation, taxes or marketing, environmental concerns, market manipulation, price speculation and other unpredictable events may drive actual or perceived fuel supply shortages. Shortages in the availability of, or increases in demand for, crude oil in general, other crude-oil-based fuel derivatives and aircraft fuel in particular could result in increased fuel prices and could materially adversely affect our business.

Fare increases may not cover increased fuel costs. We may not be able to increase ticket prices sufficiently to cover increased fuel costs, particularly when fuel prices rise quickly. We sell a significant number of tickets to passengers well in advance of travel, and, as a result, fares sold for future travel may not reflect increased fuel costs. In addition, our ability to increase ticket prices to offset an increase in fuel costs is limited by the competitive nature of the airline industry and the price sensitivity associated with air travel, particularly leisure travel, and any increases in fares may reduce the general demand for air travel.

Our fuel hedging program may not be effective. We cannot assure you our fuel hedging program, including our forward fixed price contracts, or FFPs, which we use as part of our hedging strategy, will be effective or that we will maintain a fuel hedging program. Even if we are able to hedge portions of our future fuel requirements, we cannot guarantee that our hedge contracts will provide an adequate level of protection against increased fuel costs or that the counterparties to our hedge contracts will be able to perform. Certain of our fuel hedge contracts may contain margin funding requirements that could require us to post collateral to counterparties in the event of a significant drop in fuel prices. A failure of our fuel hedging strategy, significant margin funding requirements, overpaying for fuel through the use of FFPs or our failure to maintain a fuel hedging program could prevent us from adequately mitigating the risk of fuel price increases and could materially adversely affect our business.

The airline industry is exceedingly competitive, and we compete against both legacy airlines and low-cost carriers; if we are not able to compete successfully in the domestic airline industry, our business will be materially adversely affected.

The domestic airline industry is characterized by significant competition from both large legacy airlines and low-cost carriers, or LCCs. Airlines compete for passengers with a variety of fares, discounts, route networks,

flight schedules, flight frequencies, frequent flyer programs and other products and services, including seating, food, entertainment and other on-board amenities. Airlines also compete on the basis of customer-service performance statistics, such as on-time arrivals, customer complaints and mishandled baggage reports. We face significant competition from both large legacy airlines and LCCs on the routes we operate, and if we are unable to compete effectively, our business will be materially adversely affected.

Large legacy airlines have numerous competitive advantages in competing for airline passengers, particularly following the consolidation in the domestic airline industry that occurred between 2008 and 2014, which resulted in the creation of four dominant domestic airlines with significant breadth of network coverage and financial resources. We face competition from one or more of these legacy carriers with respect to nearly all of the routes we serve. The legacy carriers have a number of competitive advantages relative to us that may enable them to attain higher average fares, more passenger traffic and a greater percentage of business passengers than we attain. These advantages include a much larger route network with domestic and international connections, more flights and convenient flight schedules in routes that overlap with ours. These carriers also offer frequent flyer programs and lounge access benefits that reward and create loyalty with travelers, particularly business travelers. Moreover, several legacy carriers have corporate travel contracts that direct employees to fly with a preferred carrier. The enormous route networks operated by these airlines, combined with their marketing and partnership relationships with regional airlines and international alliance partner carriers, allow them to generate increased passenger traffic from domestic and international cities. Our smaller point-to-point route network and lack of connecting traffic and marketing alliances puts us at a competitive disadvantage to legacy carriers, particularly with respect to our appeal to higher-fare business travelers.

Each of the legacy carriers operates a much larger fleet of aircraft and has greater financial resources than we do, which permits it to add service in response to our entry into new markets. For example, United Airlines operates a hub at San Francisco International Airport (SFO) and has engaged in aggressive competitive practices, such as increasing seat capacity by introducing larger-gauge aircraft or adding incremental flights in response to our entry into new markets served from SFO. Due to our relatively small size, we are more susceptible to a fare war or other competitive activities in one or more of the markets we serve, which could prevent us from attaining the level of passenger traffic or maintaining the level of ticket sales required to sustain profitable operations in new or existing markets.

LCCs also have numerous competitive advantages in competing for airline passengers. LCCs generally offer a more basic service to travelers and therefore have lower cost structures than other airlines. The lower cost structure of LCCs permits them to offer flights to and from many of the same markets as most major airlines but at lower prices. LCCs also typically fly direct, point-to-point flights, which tends to improve aircraft and crew scheduling efficiency. Many LCCs also provide only a single class of service, thereby avoiding the incremental cost of offering premium-class services like those that we offer.

In addition, some LCCs have a relentless focus on lowering costs and provide only a very basic level of service to passengers. These carriers configure their aircraft with high-density seating configurations and offer minimal amenities during the flight, and as a result, they incur lower unit costs than we do. Some LCCs also charge ancillary fees for basic services that we provide free of charge, such as making a reservation, printing boarding passes at the airport and carrying bags onboard the cabin for stowage in the overhead bins. In general, LCCs have lower unit costs and therefore are able to offer lower base fares.

If we fail to implement our business strategy successfully, our business will be materially adversely affected.

Our business strategy is to target business and leisure travelers who are willing to pay a premium for our newer aircraft, more comfortable seating, better customer service and the latest on-board amenities while maintaining a cost structure that is lower than that of the legacy airlines that these business and premium travelers have historically favored. We may not be successful in attracting enough passengers willing to pay a premium over the fares offered by the LCCs, which we require to offset the additional costs embedded within our

premium service model. In addition, American Airlines, Delta Air Lines, United Airlines and JetBlue Airways are increasing the quality of their seating and on-board amenities in some of the routes where they compete with us, making it more challenging to attract passengers who are loyal to those airlines. Continuing to grow our business profitably is also critical to our business strategy. Growth poses various operational and financial challenges, including securing additional financing for aircraft acquisition, obtaining airport gates and facilities at congested airports that serve business and premium travelers and hiring qualified personnel while maintaining our culture, which we believe is vital to the continued success of our airline. We cannot assure you that we will be able to successfully and profitably expand our fleet, enter new markets or grow existing markets in order to achieve additional economies of scale and maintain or increase our profitability. If we are unsuccessful in deploying our strategy, or if our strategy is unsustainable, our business will be materially adversely affected.

Threatened or actual terrorist attacks or security concerns involving airlines could materially adversely affect our business.

Past terrorist attacks against airlines have caused substantial revenue losses and increased security costs. As a result, any actual or threatened terrorist attack or security breach, even if not directly against an airline, could materially adversely affect our business by weakening the demand for air travel and resulting in increased safety and security costs for us and the airline industry generally. Terrorist attacks made directly on a domestic airline, or the fear of such attacks or other hostilities (including elevated national threat warnings or selective cancellation or redirection of flights due to terror threats), would have a negative impact on the airline industry and materially adversely affect our business.

We rely heavily on technology and automated systems to operate our business, and any failure of these technologies or systems could materially adversely affect our business.

We are highly dependent on technology and computer systems and networks to operate our business. These technologies and systems include our computerized airline reservation system, flight operations systems, telecommunications systems, airline website, maintenance systems and check-in kiosks.

In order for our operations to work efficiently, our website and reservation system must be able to accommodate a high volume of traffic, maintain secure information and deliver flight information. We depend on our reservation system, which is hosted and maintained under a long-term contract by a third-party service provider, to issue, track and accept electronic tickets, conduct check-in, board and manage our passengers through the airports we serve and provide us with access to global distribution systems, which enlarge our pool of potential passengers. In May 2011, we experienced significant reservations system outages, which resulted in lost ticket sales on our website which materially adversely affected our business and goodwill. If our reservation system fails or experiences interruptions again, and we are unable to book seats for any period of time, we could lose a significant amount of revenue as customers book seats on other airlines, and our reputation could be harmed.

We also rely on third-party service providers to maintain our flight operations systems, and if those systems are not functioning, we could experience service disruptions, which could result in the loss of important data, increase our expenses, decrease our operational performance and temporarily stall our operations. Replacement services may not be readily available on a timely basis, at competitive rates or at all, and any transition time to a new system may be significant. In the event that one or more of our primary technology or systems vendors fails to perform and a replacement system is not available, our business could be materially adversely affected.

Our business could be materially adversely affected from an accident or safety incident involving our aircraft.

An accident or safety incident involving one of our aircraft could expose us to significant liability and a public perception that our airline is unsafe or unreliable. In the event of a major accident, we could be subject to significant personal injury and property claims. While we maintain liability insurance in amounts and of the type generally consistent with industry practice, the amount of such coverage may not be adequate to cover fully all claims, and we may be forced to bear substantial losses from an accident. In addition, any accident or incident

involving one of our aircraft (or an accident involving another Virgin-branded airline), even if fully insured, could harm our reputation and result in a loss of future passenger demand if it creates a public perception that our operation is unsafe or unreliable as compared to other airlines or means of transportation. As a result, any accident or safety incident involving our aircraft could materially adversely affect our business.

The demand for airline services is sensitive to changes in economic conditions, and another recession would weaken demand for our services and materially adversely affect our business.

The demand for business and leisure travel is affected by U.S. and global economic conditions. Unfavorable economic conditions have historically reduced airline travel spending. For most leisure consumers, travel is a discretionary expense, and during unfavorable economic conditions, travelers have often replaced air travel with car travel or other forms of ground transportation or have opted not to travel at all. Likewise, during unfavorable economic conditions, businesses have foregone or deferred air travel. Travelers have also reduced spending by purchasing less expensive tickets, which can result in a decrease in average revenue per seat. Because we have relatively high fixed costs, much of which cannot be mitigated during periods of lower demand for air travel, our business is particularly sensitive to changes in U.S. economic conditions. A reduction in the demand for air travel due to unfavorable economic conditions also limits our ability to raise fares to counteract increased fuel, labor and other costs. If U.S. or global economic conditions are unfavorable or uncertain for an extended period of time, it would materially adversely affect our business.

We have a limited operating history and have only recorded one year of profit, and we may not sustain or increase profitability in the future.

We have a history of losses and only a limited operating history upon which you can evaluate our business and prospects. While we first recorded an annual profit in 2013, we cannot assure you that we will be able to sustain or increase profitability on a quarterly or an annual basis. In turn, this may cause the trading price of our common stock to decline and may materially adversely affect our business.

Airlines are subject to extensive regulation and taxation by governmental authorities, and compliance with new regulations and any new or higher taxes will increase our operating costs and may materially adversely affect our business.

We are subject to extensive regulatory and legal compliance requirements. Congress regularly passes laws that affect the airline industry, and the U.S. Department of Transportation, or DOT, the Federal Aviation Administration, or FAA, and the Transportation Security Administration, or TSA, continually issue regulations, orders, rulings and guidance relating to the operation, safety and security of airlines that require significant expenditures and investment by us. For example, the DOT has broad authority over airlines to prevent unfair and deceptive practices and has used this authority to impose numerous airline regulations, including rules and fines relating to airline advertising, pricing, baggage compensation, denied boarding compensation and tarmac delayed flights. The DOT frequently considers the adoption of new regulations, such as rules relating to congestion-based landing fees at airports and limits or disclosures concerning ancillary passenger fees. For example, in June 2014, the DOT issued a notice of proposed rulemaking to further enhance passenger protections that addresses several areas of regulation, including post-purchase ticket increases, ancillary fee disclosures and code-share data reporting and disclosure. Compliance with existing requirements drives administrative, legal and operational costs and subjects us to potential fines, and any new regulatory requirements issued by the DOT may increase our compliance costs, reduce our revenues and materially adversely affect our business.

The FAA has broad authority to address airline safety issues, including inspection authority over our flight, technical and safety operations, and has the ability to issue mandatory orders relating to, among other things, the grounding of aircraft, installation of mandatory equipment and removal and replacement of aircraft parts that have failed or may fail in the future. Any decision by the FAA to require aircraft inspections, complete aircraft maintenance or ground aircraft types operated by us could materially adversely affect our business. For example,

on January 4, 2014, the FAA’s new and more stringent pilot flight and duty time requirements under Part 117 of the Federal Aviation Regulations took effect, which has increased costs and could further increase our costs in the future.

The FAA also has extensive authority to address airspace/airport congestion issues and has imposed limitations on take-off and landing slots at four airports: Ronald Reagan Washington National Airport (DCA), LaGuardia Airport (LGA), John F. Kennedy International Airport (JFK) and Newark Liberty International Airport (EWR). The FAA could reduce the number of slots allocated at these airports or impose new slot restrictions at other airports.

We are also subject to restrictions imposed by federal law that require that no more than 24.9% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, that no more than 49.9% of our outstanding stock be owned by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. For more information on these requirements, see “—Our corporate charter and bylaws include provisions limiting voting and ownership by non-U.S. citizens and specifying an exclusive forum for stockholder disputes.” We are currently in compliance with these ownership restrictions. Our high level of foreign ownership may limit our opportunity to participate in U.S. government travel contracts and the Civilian Reserve Air Fleet program, however, if we are unable to satisfy policies and procedures of the U.S. Department of Defense for the mitigation of foreign ownership, control or influence required of cleared U.S. contractors.

Domestic airlines are also subject to significant taxation, including taxes on passenger tickets and security fees to compensate the federal government for its role in regulating airlines, providing air traffic controls and implementing security measures related to airlines and airports. In July 2014, the TSA implemented an increased passenger security fee at a flat rate of $5.60 per passenger. Any significant increase in ticket taxes or security fees could weaken the demand for air travel, increase our costs and materially adversely affect our business.

Many aspects of airlines’ operations are also subject to increasingly stringent environmental regulations, and growing concerns about climate change may result in the imposition of additional regulation. Since the domestic airline industry is highly price sensitive, we may not be able to recover from our passengers the cost of compliance with new or more stringent environmental laws and regulations, which could materially adversely affect our business. Although we do not expect the costs of complying with current environmental regulations will have a material adverse effect on our business, we cannot assure you that the costs of complying with environmental regulations would not materially adversely affect us in the future.

Almost all commercial service airports are owned and/or operated by units of local or state governments. Airlines are largely dependent on these governmental entities to provide adequate airport facilities and capacity at an affordable cost. Many airports have increased their rates and charges to air carriers because of higher security costs, increased costs related to updated infrastructures and other costs. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of airline operations or reduce the demand for air travel. Although lawmakers may impose these additional fees and consider them “pass-through” costs, we believe that a higher total ticket price will influence consumer purchase and travel decisions and may result in an overall decline in passenger traffic, which could materially adversely affect our business.

Our ability to obtain financing or access capital markets may be limited.

We have significant obligations to purchase aircraft and spare engines that we have on order from Airbus and CFM International, or CFM, and we have historically relied solely on lessors to provide financing for our aircraft acquisition needs. As of December 31, 2013, committed expenditures for these aircraft and spare engines, including estimated amounts for contractual price escalations and $48.4 million of pre-delivery payment commitments, were approximately $427.3 million. Because we may not have sufficient liquidity or creditworthiness to fund the purchase of aircraft and engines, including payment of pre-delivery payments, we

expect to seek external financing for these expenses. There are a number of factors that may affect our ability to raise financing or access the capital markets, including our liquidity and credit status, our operating cash flows, market conditions in the airline industry, U.S. and global economic conditions, the general state of the capital markets and the financial position of the major providers of commercial aircraft financing. We cannot assure you that we will be able to source external financing for our planned aircraft acquisitions or for other significant capital needs, and if we are unable to source financing on acceptable terms, or unable to source financing at all, our business could be materially adversely affected. To the extent we finance our activities with additional debt, we may become subject to financial and other covenants that may restrict our ability to pursue our strategy or otherwise constrain our growth and operations.

In addition, we may be unable to fully finance future aircraft acquisitions if the aircraft are perceived to be less valuable for any reason. We presently have ten Airbus A320-family, current technology aircraft on order for delivery between July 2015 and June 2016. If Airbus’s newer A320neo-family aircraft provide expected improvements in the fuel consumption and an increase in nautical mile range, the Airbus A320-family current-technology aircraft may be perceived to be less valuable. If we are unable to fully finance our acquisition of these aircraft, our business may be materially adversely affected.

The “Virgin” brand is not under our control, and negative publicity related to the Virgin brand name could materially adversely affect our business.

We believe the “Virgin” brand, which is integral to our corporate identity, represents quality, innovation, creativity, fun, a sense of competitive challenge and employee-friendliness. We license rights to the Virgin brand from certain entities affiliated with the Virgin Group on a non-exclusive basis. The Virgin brand is also licensed to and used by a number of other companies, including two airlines, Virgin Atlantic Airways and Virgin Australia Airlines, operating in other geographies. We rely on the general goodwill of consumers and our employees, whom we call teammates, towards the Virgin brand as part of our internal corporate culture and external marketing strategy. Consequently, any adverse publicity in relation to the Virgin brand name or its principals, particularly Sir Richard Branson who is closely associated with the brand, or in relation to another Virgin-branded company over which we have no control or influence, could have a material adverse effect on our business.

We obtain our rights to use the Virgin brand under agreements with certain entities affiliated with the Virgin Group, and we would lose those rights if these agreements are terminated or not renewed.

We are party to license agreements with certain entities affiliated with the Virgin Group pursuant to which we obtain rights to use the Virgin brand. The licensor may terminate the agreements upon the occurrence of a number of specified events including if we commit a material breach of our obligations under the agreements that is uncured for more than 10 business days or if we materially damage the Virgin brand. If we lose our rights to use the Virgin brand, we would lose the goodwill associated with our brand name and be forced to develop a new brand name, which would likely require substantial expenditures, and our business would likely be materially adversely affected.

We are subject to labor-related disruptions that could materially adversely affect our business.

On August 13, 2014, our inflight teammates (whom other airlines refer to as flight attendants), representing approximately 32% of our workforce, voted for representation by the Transport Workers Union, or TWU. As a result, the TWU has been certified as the representative of our inflight teammates, and we will be engaged with the TWU in a collective bargaining process for a first contract for those teammates in accordance with the requirements of the Railway Labor Act. Although we currently have a direct relationship with our remaining teammates, airline workers are one of the most heavily unionized private-sector employee groups, and any of our other non-management teammates could also seek to unionize. If we are not able to reach agreement with the TWU on the terms of the collective bargaining agreement for our inflight teammates, or if one or more of our other teammate groups elects a union to represent them, it could create a risk of work stoppages which could materially adversely affect our business.

We depend on the Los Angeles and San Francisco markets to be successful.

Most of our current flights operate from our two focus cities of Los Angeles and San Francisco. In 2013, passengers to and from Los Angeles International Airport (LAX) and to and from SFO accounted for 44.9% and 53.6% of our total passengers. We believe that concentrating our service offerings in this way allows us to maximize our investment in personnel, aircraft and ground facilities and to leverage sales and marketing efforts in those regions. As a result, we are highly dependent on the LAX and SFO markets.

At LAX, we operate out of Terminal Three under an airport lease agreement that runs through 2019, subject to our completion of certain leasehold improvement projects. Under the LAX lease, we have the preferential use of six airport gates, the ability to add a seventh preferential use gate and shared access with other airlines to additional common-use gates. At SFO, we primarily operate out of recently renovated Terminal Two, under an operating lease that runs through June 2021, with the occasional use of a gate in the international terminal for flights from Mexico. Under the SFO lease, we have preferential access to seven Terminal Two gates, shared access with other airlines to one common-use Terminal Two gate and shared access to international terminal gates. In the past, we have used SFO international gates for domestic flights. While gate space is limited at both LAX and SFO, we believe that our gate access at each airport is capable of handling our planned growth in operations for at least the next several years.

However, both LAX and SFO are high-traffic airports with limited excess facilities and capacity, which may restrict our growth at these two bases. If we are unable to increase flights in these and other key markets, or if any events cause a reduction in demand for air transportation in these key markets or if increases in competition cause us to reduce fares in these key markets, our business may be materially adversely affected.

Our quarterly results of operations fluctuate due to a number of factors, including seasonality.

We expect our quarterly results of operations to continue to fluctuate due to a number of factors, including actions by our competitors, price changes in aircraft fuel and the timing and amount of maintenance expenses. As a result of these and other factors, quarter-to-quarter comparisons of our results of operations may not be reliable indicators of our future performance. In addition, seasonality may cause our quarterly results of operations to fluctuate since passengers tend to fly more during the summer months and less in the winter months. We cannot assure you that we will find profitable markets in which to operate during the winter season. Lower demand for air travel during the winter months may materially adversely affect our business.

We have a significant amount of fixed obligations.

The airline business is capital intensive, and many airlines, including us, are highly leveraged. We currently lease all of our aircraft, and these leases contain provisions requiring the payment of monthly rent regardless of usage. As of December 31, 2013, we had future operating lease obligations of approximately $1.7 billion. In addition, we have ordered aircraft and spare engines from Airbus and CFM for delivery over the next eight years. Under those agreements, we are obligated to make pre-delivery payments to Airbus and CFM on regular intervals in advance of the delivery of our ordered aircraft and spare engines. Moreover, we expect to incur additional fixed expenses as we take delivery of new aircraft, with ten aircraft scheduled for delivery between July 2015 and June 2016 and 30 aircraft scheduled for delivery in 2020 through 2022.

The amount of our current and expected future fixed obligations could strain our cash flows from operations, reducing the availability of our cash flows to fund working capital, capital expenditures and other general corporate purposes and limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete. Our substantial fixed obligations could reduce our credit, which would negatively impact our ability to obtain additional financing and could place us at a competitive disadvantage compared to less leveraged competitors and competitors that have better access to capital resources or more favorable terms. We cannot assure you that we will be able to generate sufficient cash flows from our operations or from capital market activities to pay our debt and other fixed obligations as they become due or that we will be

able to finance these obligations on favorable terms, or at all. If we are unable to generate sufficient cash flows for any reason, we may be unable to meet our fixed obligations, and our business may be materially adversely affected. In particular, if we are unable to make our required aircraft lease rental payments, we could lose access to one or more aircraft and forfeit our rent deposits, and our lessors could exercise their remedies under the lease agreements. Also, an event of default under any of our leases and our debt financing agreements could trigger cross-default provisions under other agreements.

Our credit card processors have the right to impose larger holdbacks which could have a material adverse effect on our business.

Most of our tickets are sold to customers using credit cards as the form of payment. Our credit card processors have rights in their agreements to hold back receivable monies related to tickets sold for future travel services (i.e., a “holdback”). Any related holdback is remitted to us shortly after the customer travels. Holdbacks are commonly imposed on newer or less creditworthy airlines, and we currently have significant holdback requirements with our two primary credit card processors, Elavon Inc. for Visa/MasterCard and American Express. As of June 30, 2014, our credit card holdbacks were $164.9 million, which represented substantially all of our receivable monies related to tickets sold for future travel. If a credit card processor determines there is a material risk with respect to our business or liquidity, it has the right to increase the amount or duration of the holdback. Any increase in the amount or duration of our holdbacks may negatively impact our liquidity and materially adversely affect our business.

Significant flight delays, cancellations or aircraft unavailability may materially adversely affect our business.

Various factors, many of which are beyond our control, such as air traffic congestion at airports, other air traffic control problems, security requirements, unscheduled maintenance and adverse weather conditions, can cause flight delays or cancellations or cause certain of our aircraft to be unavailable for a period of time. SFO, one of our two primary focus airports, is particularly vulnerable to air traffic constraints and other delays due to fog and inclement weather. Factors that cause flight delays frustrate passengers, and reduced aircraft availability could lead to customer dissatisfaction that harms our reputation. Additionally, if we are forced to cancel a flight due to an event within our control, we will be liable to re-accommodate our guests, including by purchasing tickets for them on other airlines. If one or more of our aircraft is unavailable to fly revenue service for any amount of time, our capacity will be reduced. Significant flight delays, cancellations or aircraft unavailability for any reason could have a material adverse effect on our business.

Our maintenance costs will increase as our fleet ages.

As of June 30, 2014, the average age of aircraft in our fleet of Airbus A320-family aircraft was approximately five years. Our aircraft will require more scheduled and unscheduled maintenance as they age. We are beginning to incur substantial costs for major maintenance visits for our aircraft, and because of the pattern of our historical fleet growth, we expect to have several aircraft undergoing major maintenance at roughly the same time. These more significant maintenance activities result in out-of-service periods during which certain of our aircraft are unavailable to fly passengers. Any significant increase in maintenance and repair expenses, as well as resulting out-of-service periods, could have a material adverse effect on our business.

We expect that costs associated with the final qualifying major engine maintenance events for our aircraft will be amortized over the remaining lease term rather than until the next estimated major maintenance event, because we account for major maintenance under the deferral method. This could result in significantly higher depreciation and amortization expense related to major maintenance in the last few years of the leases as compared to the expenses in earlier periods.

made after the final qualifying major engine maintenance event during the lease term are fully expensed, as these amounts are not reimbursable from the lessor. As such, it will result in both additional rent expense and depreciation and amortization expense for previously capitalized maintenance being recorded in the period after the final qualifying major engine maintenance event and just prior to the termination of the lease.

We depend on sole-source suppliers for our aircraft and engines.

A critical cost-saving element of our business strategy is to operate a single-family aircraft fleet; however, our dependence on the Airbus A320-family aircraft and CFM engines for all of our flights makes us more vulnerable to any design defects or mechanical problems associated with this aircraft type or these engines. In the event of any actual or suspected design defects or mechanical problems with the Airbus A320-family aircraft or CFM engines, whether involving our aircraft or that of another airline, we may choose or be required to suspend or restrict the use of our aircraft. Our business could also be materially adversely affected if the public avoids flying on our aircraft due to an adverse perception of the Airbus A320-family aircraft or CFM engines, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or engines. Separately, if Airbus or CFM becomes unable to perform its contractual obligations and we must lease or purchase aircraft from another supplier, we would incur substantial transition costs, including expenses related to acquiring new aircraft, engines, spare parts, maintenance facilities and training activities, and we would lose the cost benefits from our current single-fleet composition, any of which could have a material adverse effect on our business.

We rely on third-party service providers to perform functions integral to our operations.

We depend on third-party service providers to provide the majority of the services required for our operations, including fueling, maintenance, catering, passenger handling, reservations and airport ground handling, as well as certain administrative and support services. We are likely to enter into similar service agreements for new markets we enter, and we cannot assure you that we will be able to obtain the necessary services at acceptable rates. Moreover, although we do enter into agreements with many of our third-party service providers that define expected service performance, we do not directly control these third-party service providers. Any of these third-party service providers may fail to meet their service performance commitments to us, suffer disruptions to their systems that could negatively impact their services or fail to perform their services reliably, professionally or at the high standard of quality that we expect. Any such failure of our third-party service providers may prevent us from operating one or more flights or providing other services to our customers and may materially adversely affect our business. In addition, our business could be materially adversely affected if our customers believe that our services are unreliable or unsatisfactory.

Our business could be affected by severe weather conditions, natural disasters or the outbreak of contagious disease, any of which could materially adversely affect our business.

Our operations may be materially adversely affected by factors beyond our control, including severe weather conditions, natural disasters and the outbreak of disease. Severe weather conditions, such as winter snowstorms, hurricanes or other weather events, can cause flight cancellations, turbulence or significant delays that may result in increased costs and reduced revenue. Also, our two focus cities, Los Angeles and San Francisco, and our headquarters in Burlingame, California, are located on or near active seismic faults, and an earthquake could occur at any time, which could disrupt our operations at those locations. Similarly, outbreaks of pandemic or contagious diseases, such as avian flu, severe acute respiratory syndrome (SARS), H1N1 (swine) flu and the Ebola virus could significantly reduce demand for passenger traffic and result in travel restrictions. Any interruption in our ability to operate flights or reduction in airline passenger demand because of such events could have a material adverse effect on our business.

Increases in insurance costs or reductions in insurance coverage may materially adversely affect our business.

We have obtained third-party war risk (terrorism) insurance through a special program administered by the FAA. However, the FAA’s statutory authority to provide war risk insurance to air carriers expires on

September 30, 2014, and we do not believe the FAA program will be renewed at that time. We have arranged for similar war risk coverage from commercial underwriters but those policies generally have more restrictive terms, including the exclusion of NBCR (nuclear, biological, chemical and radiological) events. If we are unable to obtain adequate third-party war risk (terrorism) insurance for NBCR events, and such an event were to take place, or if we are unable to obtain third-party war risk (terrorism) insurance otherwise comparable to our current insurance, our business could be materially adversely affected.

If any of our aircraft were to be involved in an accident or if our property or operations were to be affected by a significant natural catastrophe or other event, we could be exposed to significant liability or loss. If we are unable to obtain sufficient insurance (including aviation hull and liability insurance and property and business interruption coverage) to cover such liabilities or losses, whether due to insurance market conditions or otherwise, our business could be materially adversely affected.

Security breaches involving a compromise of customer information or personal data could expose us to liability, damage our reputation and materially adversely affect our business.

We are subject to laws relating to privacy of personal data. In the processing of our customer transactions and as part of our ordinary business operations, we and certain of our third-party service providers collect, process, transmit and store a large volume of personally identifiable information, including financial data such as credit card information. The security of the systems and network where we and our service providers store this data is a critical element of our business. Any security breach in which employee or customer data is improperly released or disclosed could result in the loss, disclosure or improper use of this data and subject us to regulatory penalties and litigation, disrupt our operation, damage our reputation and materially adversely affect our business. Additionally, any material failure by us or our service providers to maintain compliance with the Payment Card Industry security requirements or rectify a data security issue may result in fines and restrictions on our ability to accept credit cards as a form of payment.

Our business could be materially adversely affected if we lose the services of our key personnel.

Our success depends to a significant extent upon the efforts and abilities of our officers, senior management team and key operating personnel. Competition for highly qualified personnel is intense, and a substantial turnover in key employees without adequate replacement or the inability to attract new qualified personnel could have a material adverse effect on our business.

Concentrated ownership by our principal stockholders could materially adversely affect our other stockholders.

Immediately after this offering of shares of our common stock at an assumed initial public offering price of $ per share, the midpoint of the price range listed on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us and the application of such net proceeds as described under “Use of Proceeds” elsewhere in this prospectus, Cyrus Capital and the Virgin Group will beneficially own approximately % and % of our outstanding voting common stock. This concentrated ownership may limit the ability of other stockholders to influence corporate matters, and, as a result, these stockholders may cause us to take actions that our other stockholders do not view as beneficial. For example, this concentration of ownership could delay or prevent a change in control or otherwise discourage a potential acquirer from attempting to obtain control of us, which in turn could cause the trading price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members or executive officers.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Wall

Street Reform and Consumer Protection Act, related rules implemented or to be implemented by the Securities and Exchange Commission, or the SEC, and the listing rules of the NASDAQ Global Select Market. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a public company, our common stock could be delisted, and we could be subject to fines, sanctions and other regulatory action and potentially civil litigation.

We will be required to assess our internal control over financial reporting on an annual basis, and any future adverse findings from such assessment could result in a loss of investor confidence in our financial reports, result in significant expenses to remediate any internal control deficiencies and have a material adverse effect on our business.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and beginning with our Annual Report on Form 10-K for the year ending December 31, 2015, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. The rules governing management’s assessment of our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal control over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal control over financial reporting. In connection with the attestation process by our independent registered public accounting firm, we may encounter problems or delays in implementing any requested improvements and receiving a favorable attestation. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we will not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the NASDAQ Global Select Market, regulatory investigations, civil or criminal sanctions and litigation, any of which would materially adversely affect our business.

The market price of our common stock may be volatile, which could cause the value of an investment in our stock to decline.

Prior to this offering, there has been no public market for shares of our common stock, and an active public market for these shares may not develop or be sustained after this offering. We and the representatives of the underwriters will determine the initial public offering price of our common stock through negotiation. This price will not necessarily reflect the price at which investors in the market will be willing to buy and sell our shares following this offering. In addition, the market price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including:

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announcements concerning our competitors, the airline industry or the economy in general;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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media reports and publications about the safety of our aircraft or the aircraft type we operate;

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new regulatory pronouncements and changes in regulatory guidelines;

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changes in the price of aircraft fuel;

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announcements concerning the availability of the type of aircraft we use;

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general and industry-specific economic conditions;

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changes in financial estimates or recommendations by securities analysts or failure to meet analysts’ performance expectations;

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sales of our common stock or other actions by investors with significant shareholdings, including sales by our principal stockholders;

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trading strategies related to changes in fuel or oil prices; and

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general market, political and other economic conditions.

The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. Broad market fluctuations may materially adversely affect the trading price of our common stock.

In the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources and materially adversely affect our business.

If securities or industry analysts do not publish research or reports about our business or publish negative reports about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities and industry analysts may publish about us or our business. If one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, the trading price of our common stock would likely decline. If one or more of these analysts ceases to cover our company or fails to publish reports on us regularly, demand for our stock could decrease, which may cause the trading price of our common stock and our trading volume to decline.

Our anti-takeover provisions may delay or prevent a change of control, which could materially adversely affect the price of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws to be in effect upon completion of this offering will contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay “change of control” transactions, which could materially adversely affect the price of our common stock. These provisions include, among others:

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actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent;

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special meetings of our stockholders can be called only by our board of directors, the Chairman of the Board, our chief executive officer or our president;

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advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and

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our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.

Purchasers of our common stock in this offering will experience immediate and substantial dilution in the tangible net book value of their investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock immediately after this offering. Therefore, if you purchase our common stock in this offering, you will incur an immediate dilution of $ in net tangible book value per share from the price you paid, based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus). In addition, new investors who purchase shares in this offering will contribute approximately % of the total amount of equity capital raised by us through the date of this offering but will only own approximately % of the outstanding share capital after the offering. In addition, as of June 30, 2014, we had outstanding options to purchase 8,025,383 shares of our capital stock and 7,075,867 unvested restricted stock units. Following the 2014 Recapitalization, we may have additional outstanding warrants to purchase shares of our common stock. The exercise of these outstanding options or warrants or the vesting of these restricted stock units will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution” elsewhere in this prospectus.

The value of our common stock may be materially adversely affected by additional issuances of common stock or preferred stock by us or sales by our principal stockholders.

Any future issuances or sales of our common stock by us will be dilutive to our existing common stockholders. We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization and the closing of this offering, Cyrus Capital and the Virgin Group (or their respective designees) collectively will hold approximately million shares of our voting common stock, or % of our voting common stock outstanding, and % of the total outstanding equity interests in our company as of June 30, 2014 (based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus), and Cyrus Capital and the Virgin Group are entitled to rights with respect to registration of such shares under the Securities Act. Cyrus Capital and the Virgin Group could also hold warrants to purchase shares of our common stock immediately following this offering depending upon the initial public offering price. See “2014 Recapitalization” elsewhere in this prospectus for a discussion of the circumstances under which warrants may be outstanding following this offering. Sales of substantial amounts of our common stock in the public or private market, a perception in the market that such sales could occur, or the issuance or exercise of securities exercisable or convertible into our common stock, including warrants to purchase our common stock, could materially adversely affect the prevailing price of our common stock.

Our corporate charter and bylaws include provisions limiting voting and ownership by non-U.S. citizens and specifying an exclusive forum for stockholder disputes.

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended and restated certificate of incorporation and amended and restated bylaws restrict voting of shares of our common stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 24.9% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens, that no more than 49.9% of our outstanding stock be owned (beneficially or of record) by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. Our amended and restated bylaws provide that the failure of non-U.S. citizens to register their shares on a separate stock record, which we refer to as the “foreign stock record,” would result in a suspension of their voting rights in the event that the aggregate foreign ownership of the outstanding common stock exceeds the foreign ownership restrictions imposed by federal law. Our amended and restated bylaws also provide that any transfer or issuance of our stock that would cause the amount of our stock owned by persons who are not U.S. citizens to exceed foreign ownership restrictions imposed by federal law will be void and of no effect.

Our amended and restated bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal

law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal law, shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. We are currently in compliance with these ownership restrictions.

As of June 30, 2014, based on the shares registered on the foreign stock record, non-U.S. citizens own, in the aggregate, 3,250,251 million shares of voting common stock (representing approximately 18% of the total voting rights and approximately 22% of the total outstanding equity interests in our company). As of June 30, 2014, non-U.S. citizens also hold warrants to purchase 217,840,303 shares of our common stock. For information on the number of shares of our common stock and warrants to purchase our common stock outstanding after the 2014 Recapitalization, see “Capitalization” elsewhere in this prospectus.

Our amended and restated certificate of incorporation in effect at the time of the closing of the offering will also provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by, or otherwise wrongdoing by, any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws; (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or the bylaws; or (v) any action asserting a claim against us or any of our directors, officers or employees governed by the internal affairs doctrine. Accordingly, you may be limited in your ability to pursue legal actions.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our common stock. We currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in current or future financing instruments, business prospects and such other factors as our board of directors deems relevant.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including patent, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. In particular, in recent years, there has been significant litigation in the United States and abroad involving patents and other intellectual property rights. We have in the past faced, and may face in the future, claims by third parties that we infringe upon their intellectual property rights. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability and/or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Risks associated with our presence in international emerging markets, including political or economic instability, and failure to adequately comply with existing legal requirements, may materially adversely affect us.

Countries with less developed economies, legal systems, financial markets and business and political environments are vulnerable to economic and political problems, such as significant fluctuations in gross

domestic product, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by us now or in the future and the resulting instability may materially adversely affect our business.

We emphasize legal compliance and have implemented and continue to implement and refresh policies, procedures and certain ongoing training of our teammates with regard to business ethics and many key legal requirements; however, we cannot assure you that our teammates will adhere to our code of business ethics, other policies or other legal requirements. If we fail to enforce our policies and procedures properly or maintain adequate record-keeping and internal accounting practices to record our transactions accurately, we may be subject to sanctions. In the event we believe or have reason to believe our teammates have or may have violated applicable laws or regulations, we may incur investigation costs, potential penalties and other related costs which in turn may materially adversely affect our reputation and business.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

We incurred net losses through 2012. Our unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire. We may be unable to use these losses to offset income before such unused losses expire. In addition, if a corporation undergoes an “ownership change” (generally defined as a greater than 50-percentage-point cumulative change in the equity ownership of certain stockholders over a rolling three-year period) under Section 382 of the Internal Revenue Code of 1986, as amended, the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset future taxable income or taxes may be limited. We have experienced ownership changes in the past and may experience ownership changes in connection with this offering or as a result of future changes in our stock ownership (some of which changes may not be within our control), including due to sales of our common stock by Cyrus Capital or the Virgin Group. This, in turn, could materially reduce or eliminate our ability to use our losses or tax attributes to offset future taxable income or tax and have an adverse effect on our future cash flows.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at which or by which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good-faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

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the price and availability of aircraft fuel;

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our ability to compete in an extremely competitive industry;

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the successful execution and implementation of our strategy;

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security concerns resulting from any threatened or actual terrorist attacks or other hostilities;

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our reliance upon technology and automated systems to operate our business;

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our reputation and business being adversely affected in the event of an emergency, accident or similar incident;

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changes in economic conditions;

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our limited profitable operating history;

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changes in governmental regulation; and

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our ability to obtain financing or access capital markets.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

2014 RECAPITALIZATION

As of June 30, 2014, we had a total of $666.4 million of contractual obligation for principal and accrued interest outstanding under certain secured related-party notes described below, which we refer to in this prospectus as the “Related-Party Notes”:

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$390.4 million aggregate principal amount and accrued interest of secured notes, issued between May 2008 and November 2011, as of June 30, 2014, which we refer to in this prospectus as the “5% Notes”;

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$185.0 million aggregate principal amount and accrued interest of secured notes issued in December 2011 as of June 30, 2014, which we refer to in this prospectus as the “FNPA Notes”; and

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$91.0 million aggregate principal amount and accrued interest of secured notes issued in May 2013, as of June 30, 2014, which we refer to in this prospectus as the “FNPA II Notes.”

All of the Related-Party Notes are secured by substantially all of our assets. The 5% Notes bear interest at a rate of 5.0% per annum, compounded annually. The FNPA Notes bear interest at a rate of 17.0% per annum, of which 8.5% is payable quarterly in arrears, and 8.5% is compounded annually. The FNPA II Notes bear interest at a rate of 17.0% per annum, compounded annually. All of the Related-Party Notes become due on June 9, 2016 if not earlier redeemed. The Related-Party Notes are redeemable at any time by us and must be redeemed in the event that we incur certain senior indebtedness or upon certain change-of-control transactions. Because the 5% Notes and the FNPA II Notes were issued or restructured as part of the 2013 Recapitalization, they are presented in our consolidated financial statements (i) in the aggregate at the creditor level, (ii) at amounts that are in excess of the current stated contractual obligations on these notes and (iii) with lower effective interest rates. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—2013 Recapitalization,” as well as our consolidated financial statements included elsewhere in this prospectus.

As of June 30, 2014, the Virgin Group held approximately $410.6 million aggregate principal amount and accrued interest of the Related-Party Notes, and Cyrus Capital held approximately $255.8 million aggregate principal amount and accrued interest of the Related-Party Notes. The Virgin Group and Cyrus Capital also hold the majority of our outstanding warrants to purchase shares of our common stock, which we refer to in this prospectus as the “Related-Party Warrants.” Below is a summary of the contractual amounts owed and recorded values of our principal and accrued interest outstanding for our Related-Party Notes:


	June 30, 2014 (unaudited)
	Contractual Obligation		Recorded Value
The Virgin Group Restructured Debt	$	410,608	$	463,117
Cyrus Capital Restructured Debt		70,778		74,408
FNPA Notes (1)		184,973		181,904

	$	666,359	$	719,429

(1)	All of the FNPA Notes are held by Cyrus Capital.

We intend to enter into a recapitalization agreement with the Virgin Group and Cyrus Capital, which we refer to in this prospectus as the “2014 Recapitalization Agreement,” that would provide for the disposition of all of the principal and accrued interest outstanding pursuant to the Related-Party Notes and all outstanding Related-Party Warrants. The transactions contemplated by the 2014 Recapitalization Agreement, which we refer to in this prospectus as the “2014 Recapitalization,” would be contingent upon the consummation of this offering.

The 2014 Recapitalization Agreement would provide that we would retain net proceeds in connection with this offering of $ million (after we pay underwriting discounts on the shares sold by us and the expenses in this offering payable by us). Remaining net proceeds, which we estimate to be $ million, based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), would be applied as follows: approximately 50% would be used to repay a portion of the

principal and accrued interest due under certain of the FNPA Notes held by Cyrus Capital, and as much as 50% would be used to repay the principal and accrued interest due under certain of the FNPA II Notes held by the Virgin Group. To the extent that repayment of the principal and accrued interest due under all of the FNPA II Notes held by the Virgin Group would require less than 50% of such remaining net proceeds, the balance would be used to repay a portion of the principal and accrued interest due under certain of the 5% Notes held by the Virgin Group.

In connection with the 2014 Recapitalization, we anticipate that the Virgin Group will arrange for a $100.0 million letter of credit facility, which we refer to in this prospectus as the “Letter of Credit Facility,” to be issued on our behalf to certain companies that process substantially all of our credit card transactions which will allow these companies to release approximately $100.0 million of cash collateral to us. In turn, we intend to use the released cash to repay $100.0 million of the principal and accrued interest due under certain of the 5% Notes held by the Virgin Group. We anticipate that the Letter of Credit Facility will contain an annual commitment fee of 5.0% payable by us to the Virgin Group and that the Virgin Group will cause this Letter of Credit Facility to be provided for a period of five years from the date of this offering. In addition, we would also be responsible for annual fees associated with the issuance and maintenance of the Letter of Credit Facility. The Letter of Credit Facility would only become an obligation of ours if one or both of our credit card processors were to draw on the Letter of Credit Facility. In addition, we will be restricted from incurring any future secured indebtedness related to our assets that would be unencumbered after the consummation of the transactions contemplated by the 2014 Recapitalization Agreement, unless our reimbursement obligations to the Virgin Group are secured on a pari passu basis with such secured debt. The Letter of Credit Facility will be reduced or terminated to the extent that collateral requirements are decreased or eliminated by our credit card transaction processors.

In addition to the repayments described above, the 2014 Recapitalization Agreement would also provide that we would issue a new note with a principal amount of $50.0 million, which we refer to in this prospectus as the “Post-IPO Note,” to the Virgin Group in exchange for the cancellation of $50.0 million of outstanding principal of 5% Notes held by the Virgin Group. The Post-IPO Note would be our senior unsecured obligation, would bear interest at a rate of 5.0% per annum, compounded annually, and would become due eight years after the date of this offering, or six years after the date of this offering if we are no longer required to provide collateral to our credit card transaction processors and can therefore terminate the Letter of Credit Facility. In addition, we will be restricted from incurring any future secured indebtedness related to our assets that would be unencumbered after the consummation of the transactions contemplated by the 2014 Recapitalization Agreement unless the Post-IPO Note is secured on a pari passu basis with such debt.

The 2014 Recapitalization Agreement would also provide that all remaining Related-Party Notes (after taking into consideration the anticipated repayments as described above) would be exchanged for that number of shares of our common stock calculated by dividing the aggregate value equal to the principal and accrued interest due under such notes by the initial public offering price at which shares are sold in this offering, or in the case of any remaining FNPA Notes or FNPA II Notes, by dividing 117.0% of the principal and accrued interest due under such notes by the initial public offering price at which shares are sold in this offering. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we estimate that we would issue an aggregate of shares of our common stock in exchange for the remaining Related-Party Notes.

In addition, the 2014 Recapitalization Agreement would provide that certain Related-Party Warrants would be exchanged without receipt of cash consideration for a number of shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, which depend in part on the initial public offering price of this offering. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we estimate that we would issue an aggregate of shares of our common stock in exchange for Related-Party Warrants to purchase shares of common stock. The 2014 Recapitalization Agreement would also provide that the remaining Related-Party Warrants to purchase an aggregate of 62,105,000 shares of our common stock would be cancelled in their entirety.

The 2014 Recapitalization Agreement would also provide that, under certain circumstances where non-U.S. citizens would hold greater than a designated percentage of our outstanding common stock and non-voting common stock, we may be required to issue new warrants to purchase shares of our common stock at an exercise price per share of $0.01 rather than issue shares of our common stock, in exchange for certain of the Related-Party Notes and Related-Party Warrants. We do not believe the issuance of such new warrants is probable.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization and upon the closing of this offering, only the Post-IPO Note, and none of the Related-Party Notes or the Related-Party Warrants, would remain outstanding. We also anticipate that each issued and outstanding share of our Class A, Class A-1, Class B, Class C and Class G common stock and each issued and outstanding share of our convertible preferred stock would be converted into one share of common stock in accordance with our certificate of incorporation. Further, all of our remaining currently outstanding warrants that are not Related-Party Warrants will expire by their existing terms upon the closing of this offering unless the initial public offering price exceeds the applicable exercise price per share, in which case we would anticipate those warrants to be exercised in connection with this offering. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we do not anticipate that any of our existing warrants to purchase common stock would remain outstanding upon the closing of this offering.

Restrictions imposed by federal law currently require that no more than 24.9% of our stock be voted, directly or indirectly, by persons who are not U.S. citizens. In light of these restrictions, the 2014 Recapitalization Agreement would place limitations on the number of shares of voting common stock that may be held by parties to the agreement who are not U.S. citizens as a result of the 2014 Recapitalization. After giving effect to the 2014 Recapitalization, our ownership structure and capital structure will remain in full compliance with all related federal regulations.

In connection with the 2014 Recapitalization and the closing of this offering, we and certain entities affiliated with the Virgin Group intend to enter into amended and restated license agreements related to our use of the Virgin name and brand, which would provide for, among other things:

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an extension of our right to use the Virgin name and brand until 25 years after the date of this offering;

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commencing in the first quarter of 2016, an increase in the annual license fee that we pay to the Virgin Group from 0.5% to 0.7% of our total revenue, until our total annual revenue exceeds $4.5 billion, at which point our annual license fee would be 0.5%; and

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the right to appoint a director to our board of directors, but only to the extent the Virgin Group does not otherwise have a representative sitting on our board of directors.

For more information, see “Certain Relationships and Related Transactions—Virgin License Agreements” elsewhere in this prospectus.

USE OF PROCEEDS

We estimate that we will receive net proceeds from the sale of shares of common stock by us of approximately $ million based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and after deducting underwriting discounts and the expenses of this offering payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the aggregate net proceeds of this offering by $ million.

VX Employee Holdings, LLC, a Virgin America employee ownership vehicle that we consolidate for financial reporting purposes, will sell 1,745,395 issued and outstanding shares of common stock in the offering and will distribute the net proceeds received by it, which we estimate to be $ , based on an assumed initial public offering price of $ (the midpoint of the price range set forth on the cover of this prospectus), to eligible teammates, which do not include our officers.

In accordance with the 2014 Recapitalization Agreement, we will retain $ of net proceeds from the sale of shares of common stock by us for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures, including future flight equipment acquisitions, as well as for certain aircraft operating lease obligations. Pending these uses, we intend to invest these net proceeds in high-quality, short-term obligations. Currently, we do not yet know the amounts that we intend to use for each of these general corporate activities. Accordingly, our management will have broad discretion over the uses of these net proceeds in this offering. We cannot predict whether the proceeds invested will yield a favorable return.

We will use the remaining net proceeds from the sale of shares by us to repay the principal and accrued interest due under certain of the Related-Party Notes held by Cyrus Capital and the Virgin Group in conjunction with the 2014 Recapitalization, estimated as follows:


	Due		Interest Rate			Contractual Obligations for Principal and Accrued Interest at June 30, 2014 (1)(2)		Amount Estimated to be Repaid with Net Proceeds (2)
						(in thousands)		(in thousands)
FNPA Notes held by Cyrus Capital		June 9, 2016		17.0	%	$	184,973
FNPA II Notes held by the Virgin Group		June 9, 2016		17.0	%		45,510
5% Notes held by the Virgin Group		June 9, 2016		5.0	%		365,098

(1)

Because the 5% Notes and the FNPA II Notes were issued or restructured as part of the 2013 Recapitalization, they are presented in our consolidated financial statements (i) in the aggregate at the creditor level, (ii) at amounts that are in excess of the current stated obligations on these notes and (iii) with lower effective interest rates.

(2)

The amount of the Related-Party Notes to be repaid with a portion of the net proceeds from this offering, as well as the number of shares outstanding after the offering, will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. See “Capitalization” elsewhere in this prospectus for a sensitivity analysis of the Related-Party Notes to be repaid based on various assumed initial public offering prices.

For more information, see “2014 Recapitalization” elsewhere in this prospectus.

DIVIDEND POLICY

We have never declared or paid, and do not anticipate declaring or paying, any cash dividends on our common stock in the foreseeable future. In addition, certain of our current debt instruments currently, and debt instruments we may enter into in the future may, contain covenants that restrict our ability to declare or pay dividends. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents, credit card holdbacks and capitalization as of June 30, 2014:

•

on an actual basis; and

•

on a pro forma as adjusted basis to give effect to the following transactions as a result of the 2014 Recapitalization as if it occurred as of June 30, 2014: (a) the repayment of $100.0 million of principal and accrued interest due under the Related-Party Notes with $100.0 million of cash released from cash collateral held by our credit card processors in connection with the establishment of the Letter of Credit Facility arranged by the Virgin Group; (b) the increase in the license rate associated with our amended and restated license agreements with the Virgin Group for use of the Virgin name and brand; (c) the issuance of the $50.0 million Post-IPO Note in exchange for cancellation of $50.0 million of certain Related-Party Notes held by the Virgin Group; (d) the repayment of $ million of principal and accrued interest due under certain Related-Party Notes with net proceeds from this offering; (e) the exchange of approximately $ million of principal and accrued interest due under the Related-Party Notes for shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (f) the issuance of shares of common stock in exchange for Related-Party Warrants to purchase shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (g) the conversion of each share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock into one share of our common stock; and (h) the presentation of net proceeds of $ received as a result of the 2014 Recapitalization and the offering of $ as additional paid in capital.

You should read this table together with our financial statements and the related notes appearing at the end of this prospectus, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this prospectus, other financial information included in this prospectus and “2014 Recapitalization” elsewhere in this prospectus.


	As of June 30, 2014
	Actual			Pro Forma As Adjusted
	(in thousands, per share data)
Cash and cash equivalents	$	179,980

Credit card holdbacks	$	164,852

Long-term debt—current portion		—
Long-term debt—related parties	$	719,429
Long-term debt		79,462

Total long-term debt		798,891

Convertible preferred stock, $0.01 par value per share. 16,755,790 shares authorized, 8,377,895 issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		21,406

Stockholders’ equity (deficit):
Preferred stock, $0.01 par value per share. No shares authorized, no shares issued and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma as adjusted		—
Common stock, $0.01 par value per share. 813,702,062 shares authorized, 6,341,531 shares issued and outstanding, actual; and shares authorized, issued and outstanding, pro forma as adjusted		63
Additional paid-in capital		427,591
Accumulated deficit		(798,496	)
Accumulated other comprehensive income		930

Total stockholders’ equity (deficit)		(369,912	)

Total capitalization	$	450,385

The above discussion is based on the 14,719,426 shares of our common stock outstanding (on an as converted to common stock basis) as of June 30, 2014, and excludes:

•

an aggregate of 3,153,699 shares of common stock reserved for issuance under our 2005 Stock Incentive Plan;

•

8,025,383 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $2.09 per share, of which 817,922 are vested;

•

2,124,450 shares of common stock issuable upon the vesting of RSUs outstanding as of June 30, 2014 under our 2005 Stock Incentive Plan;

•

4,951,417 shares of common stock issuable upon the vesting of additional RSUs outstanding as of June 30, 2014;

•

rights to purchase 1,150,709 shares of common stock at an exercise price of $3.61 per share outstanding as of June 30, 2014, which expire, if unexercised, upon completion of this offering;

•

an aggregate of shares of common stock reserved for issuance under our 2014 Equity Incentive Award Plan; and

•

an aggregate of shares of common reserved for issuance under our 2014 Employee Stock Purchase Plan.

•

each issued and outstanding share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock.

In this prospectus, in calculating the number of shares of common stock to be issued pursuant to the 2014 Recapitalization, we have assumed the application of the net proceeds to us as set forth in “Use of Proceeds” elsewhere in this prospectus, an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and an assumed initial public offering date of June 30, 2014 for purposes of calculating accrued interest on the Related-Party Notes. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.


Assumed Initial Offering Price	Repayment of Related- Party Notes	Shares of Common Stock Issued Upon Exchange for Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related- Party Warrants	Total Shares of Common Stock Outstanding after this Offering
$	$

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering.

The historical net tangible book value (deficit) of our common stock as of June 30, 2014 was $(397.5) million, or $(62.68) per share. Historical net tangible book value per share is determined by dividing the net tangible book value by the number of shares of outstanding common stock. If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock.

After giving effect to (i) the receipt of net proceeds from the issuance of shares of common stock at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and after deducting estimated underwriting discounts and estimated offering expenses payable by us, (ii) the exchange of any Related-Party Notes and Related-Party Warrants pursuant to the 2014 Recapitalization, and (iii) the conversion of each share of our Class A, Class A-1, Class B, Class C and Class G common stock and our convertible preferred stock into one share of common stock, our pro forma as adjusted net tangible book value as adjusted as of June 30, 2014 would have been approximately $ million, or approximately $ per pro forma as adjusted share of common stock. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors in this offering.

The following table illustrates this dilution on a per share basis to new investors:


Assumed initial public offering price				$
Net tangible book value (deficit) per share as of June 30, 2014	$	(62.68	)
Net increase per share attributable to 2014 Recapitalization and this offering

Pro forma as adjusted net tangible book value per share

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering				$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the pro forma net tangible book value, as adjusted to give effect to this offering, by $ per share and the dilution to new investors by $ per share, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and estimated offering expenses payable by us.

The table below summarizes as of June 30, 2014 (in thousands except share, per share and percentage data), on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by existing stockholders, (ii) issued to existing securityholders upon the exchange or conversion of our Related-Party Notes, Related-Party Warrants, and the conversion of the various outstanding classes of our common stock and our convertible preferred stock and (iii) to be paid by new investors purchasing our common stock in this offering at an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus).


	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent			Average Price Per Share
Existing Stockholders				%	$			%	$
2014 Recapitalization-converted securityholders									$
New investors									$

Total			100	%	$		100	%

The above discussion and tables are based on the 14,719,426 shares of our common stock outstanding (on an as converted to common stock basis) as of June 30, 2014, and exclude:

•

an aggregate of 3,153,699 shares of common stock reserved for issuance under our 2005 Stock Incentive Plan;

•

8,025,383 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $2.09 per share, of which 817,922 are vested;

•

2,124,450 shares of common stock issuable upon the vesting of RSUs outstanding as of June 30, 2014 under our 2005 Stock Incentive Plan;

•

4,951,417 shares of common stock issuable upon the vesting of additional RSUs outstanding as of June 30, 2014;

•

rights to purchase 1,150,709 shares of common stock at an exercise price of $3.61 per share outstanding as of June 30, 2014, which expire, if unexercised, upon completion of this offering;

•

an aggregate of shares of common stock reserved for issuance under our 2014 Equity Incentive Award Plan; and

•

an aggregate of shares of common reserved for issuance under our 2014 Employee Stock Purchase Plan.

The information we present in this prospectus does not reflect a reverse split of our common stock that we may effect prior to the consummation of this offering.

•

the principal and accrued interest outstanding pursuant to our Related-Party Notes would be either (i) repaid with a portion of the net proceeds from this offering and the proceeds from the release of credit card holdbacks in connection with the establishment of the Letter of Credit Facility, (ii) exchanged for the Post-IPO Note or (iii) exchanged for shares of our common stock based on the initial public offering price of this offering;

•

each issued and outstanding share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock.

In this prospectus, in calculating the number of shares of common stock to be issued pursuant to the 2014 Recapitalization, we have assumed the application of the net proceeds to us as set forth in “Use of Proceeds” elsewhere in this prospectus, an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and an assumed initial public offering date of June 30, 2014 for purposes of calculating accrued interest on the Related-Party Notes. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.

The following table, based on the assumptions described above, shows the effect of various initial public offering prices on our pro forma as adjusted tangible book value per share after this offering and the dilution to new investors. The initial public offering prices shown below are hypothetical and illustrative only.


Assumed Initial Offering Price	Repayment of Related- Party Notes	Shares of Common Stock Issued Upon Exchange for Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related- Party Warrants	Total Shares of Common Stock Outstanding after this Offering
$	$

UNAUDITED PRO FORMA AS ADJUSTED CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS

The unaudited pro forma as adjusted consolidated balance sheet and statements of operations are presented as if the 2014 Recapitalization and the receipt and the application of the net proceeds from this offering, all described below, have occurred on the dates and for the periods indicated below, by applying adjustments to our historical consolidated balance sheet and statements of operations included elsewhere in this prospectus. The 2014 Recapitalization cannot be separately presented on a pro forma basis as the determination of the amount of Related-Party Notes repaid versus those converted into new shares of our common stock, as well as the number of new shares of our common stock issued in exchange for certain of our Related-Party Warrants, is directly linked to the size and price of our share offering.

The unaudited pro forma as adjusted consolidated balance sheet and statements of operations have been adjusted to illustrate the effect of (a) the repayment of $100.0 million of principal and accrued interest due under the Related-Party Notes with $100.0 million of cash released from cash collateral held by our credit card processors in connection with the establishment of the Letter of Credit Facility arranged by the Virgin Group; (b) the increase in the license rate associated with our amended and restated license agreements with the Virgin Group for use of the Virgin name and brand; (c) the issuance of the $50.0 million Post-IPO Note in exchange for cancellation of $50.0 million of certain Related-Party Notes held by the Virgin Group; (d) the repayment of $ million of principal and accrued interest due under certain Related-Party Notes with net proceeds from this offering; (e) the exchange of approximately $ million of principal and accrued interest due under the Related-Party Notes for shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (f) the issuance of shares of common stock in exchange for Related-Party Warrants to purchase shares of our common stock, assuming an initial public offering price of $ (the midpoint of the price range on the cover of this prospectus); (g) the conversion of each share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock into one share of our common stock; and (h) the presentation of net proceeds of $ received as a result of the 2014 Recapitalization and the offering as additional paid in capital.

The unaudited pro forma as adjusted consolidated balance sheet and statements of operations should be read in conjunction with the sections entitled “2014 Recapitalization,” “Use of Proceeds,” “Capitalization,” “Selected Consolidated Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and related notes included elsewhere in this prospectus.

Unaudited Pro Forma as Adjusted Consolidated Statement of Operations

For the Six Months Ended June 30, 2014

(in thousands, except per share data)


	Actual			Adjustments		Pro Forma as Adjusted
Operating revenues:
Passenger	$	633,837
Other		78,398

Total operating revenues		712,235

Operating expenses:
Aircraft fuel		247,423
Aircraft rent		92,357
Salaries, wages and benefits		113,143
Landing fees and other rents		65,507
Sales and marketing		53,177
Aircraft maintenance		35,453
Depreciation and amortization		6,753
Other operating expenses		64,427

Total operating expenses		678,240

Operating income		33,995


Other income (expense):
Interest expense—related-party		(18,940	)		(a)(b)
Interest expense		(1,484	)
Capitalized interest		1,116
Interest income and other		258			(c)

Total other expense		(19,050	)


Net income before income tax		14,945

Income tax expense		316			(d)


Net income	$	14,629


Net income per share:
Basic	$	1.07
Diluted	$	0.74

Shares used for computation:
Basic		5,296,895			(e)
Diluted		11,289,461			(e)

See the accompanying notes to the unaudited pro forma as adjusted consolidated financial information, which are an integral part hereof. The pro forma adjustments are explained in the notes below.

Unaudited Pro Forma as Adjusted Consolidated Statement of Operations

For the Year Ended December 31, 2013

(in thousands, except per share data)


	Actual			Adjustments		Pro Forma as Adjusted
Operating revenues:
Passenger	$	1,289,268
Other		135,410

Total operating revenues		1,424,678

Operating expenses:
Aircraft fuel		507,035
Aircraft rent		202,071
Salaries, wages and benefits		196,477
Landing fees and other rents		122,621
Sales and marketing		106,599
Aircraft maintenance		61,854
Depreciation and amortization		13,963
Other operating expenses		133,177

Total operating expenses		1,343,797

Operating income		80,881


Other income (expense):
Interest expense—related-party		(68,439	)		(a)(b)
Interest expense		(2,854	)
Capitalized interest		534
Interest income and other		339			(c)

Total other expense		(70,420	)

Net income before income tax		10,461

Income tax expense		317			(d)


Net income	$	10,144


Net income per share:
Basic	$	0.74
Diluted	$	0.56

Shares used for computation:
Basic		5,296,895			(e)
Diluted		9,689,719			(e)

See the accompanying notes to the unaudited pro forma as adjusted consolidated financial information, which are an integral part hereof. The pro forma adjustments are explained in the notes below.

Unaudited Pro Forma as Adjusted Consolidated Balance Sheet

As of June 30, 2014

(in thousands, except per share data)


	Actual			Adjustments		Pro Forma as Adjusted
Assets
Current assets:
Cash and cash equivalents	$	179,980			(f)(g)(i)
Credit card holdbacks		164,852			(h)
Other receivables, net		19,972
Prepaid expenses and other assets		21,040

Total current assets		385,844

Property and equipment:
Flight equipment		69,208
Ground and other equipment		65,940
Less accumulated depreciation and amortization		(66,868	)

		68,280
Pre-delivery payments for flight equipment		78,298

Total property and equipment, net		146,578
Aircraft maintenance deposits		178,605
Aircraft lease deposits		50,669
Restricted cash		14,513
Other non-current assets		94,963			(g)

		338,750

Total assets	$	871,172

See the accompanying notes to the unaudited pro forma as adjusted consolidated financial information, which are an integral part hereof. The pro forma adjustments are explained in the notes below.

Unaudited Pro Forma as Adjusted Consolidated Balance Sheet

As of June 30, 2014

(in thousands, except per share data)


	Actual			Adjustments		Pro Forma as Adjusted
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	52,897
Air traffic liability		231,124
Other current liabilities		81,820
Long-term debt—current portion		—

Total current liabilities		365,841

Long-term debt—related parties		719,429			(b)(h)(i)(j)(k)
Long-term debt		79,462
Other liabilities		54,946			(k)

Total liabilities		1,219,678

Convertible preferred stock, $0.01 par value per share. 16,755,790 shares authorized, 8,377,895 issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		21,406			(m)

Stockholders’ equity (deficit)
Preferred stock, $0.01 par value per share. No shares authorized, no shares issued and outstanding, actual; no shares authorized, no shares issued and outstanding, pro forma as adjusted		—

Common stock, $0.01 par value per share. 813,702,062 shares authorized, 6,341,731 shares issued and outstanding, actual; shares authorized, issued and outstanding, pro forma as adjusted		63			(j)(l)(m)(n)
Additional paid-in capital		427,591			(f)(j)(l)(m)(o)(p)
Accumulated deficit		(798,496	)		(o)(p)
Accumulated other comprehensive income		930

Total stockholders’ equity (deficit)		(369,912	)

Total liabilities and stockholders’ equity (deficit)	$	871,172

See the accompanying notes to the unaudited pro forma as adjusted consolidated financial information, which are an integral part hereof. The pro forma adjustments are explained in the notes below.

NOTES TO THE UNAUDITED PRO FORMA AS ADJUSTED CONSOLIDATED

BALANCE SHEET AND STATEMENTS OF OPERATIONS

(1)

Basis of Presentation

The unaudited pro forma as adjusted consolidated statement of operations and per share data for the year ended December 31, 2013 and for the six months ended June 30, 2014 have been adjusted to illustrate the effect of the 2014 Recapitalization and the offering as if each occurred on January 1, 2013. For the unaudited pro forma as adjusted consolidated balance sheet as of June 30, 2014, the transactions are reflected as if they had occurred on June 30, 2014.

The unaudited pro forma as adjusted consolidated balance sheet and statements of operations have been presented for informational purposes only. The unaudited pro forma as adjusted consolidated balance sheet and statements of operations do not purport to represent what our results of operations or financial condition would have been had the transactions to which the adjustments relate actually occurred as of the dates indicated. In addition, the unaudited pro forma as adjusted consolidated balance sheet and statements of operations do not purport to project our future financial position or operating results for any future period or as of any future date.

The adjustments are based on certain estimates and assumptions we believe are necessary to present fairly our unaudited pro forma as adjusted consolidated results of operations and our unaudited pro forma as adjusted consolidated balance sheet as of and for the periods indicated. Any of the factors underlying these estimates and assumptions may change or prove to be materially different, and the estimates and assumptions may not be representative of facts existing as of the date of the pro forma as adjusted transactions, the date of this prospectus or any future date. The adjustments reflected give effect to events that are (1) directly attributable to transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the consolidated results. The assumptions underlying the adjustments reflected are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma as adjusted consolidated balance sheet and statements of operations.

The pro forma as adjusted consolidated statements of operations do not reflect the indirect effects of the transaction on our teammate annual profit sharing program, under which we pay 15% of profit before income taxes and profit sharing to substantially all of our teammates (other than officers and certain management teammates who are not eligible).

A change in the offering price and, accordingly, the amount of net proceeds received by us, would result in changes in the application of net proceeds as set forth in “Use of Proceeds” elsewhere in this prospectus and in the following variables: (1) the amount of principal and accrued interest outstanding pursuant to our Related-Party Notes that are not repaid with net proceeds from this offering; (2) the number of shares of common stock that would be issued upon exchange of such Related-Party Notes; and (3) the number of shares of common stock that would be issued upon exchange of our Related-Party Warrants. The following table shows (in thousands, except per share data) the effects of various initial public offering prices on these variables based on the assumptions described above. The initial public offering prices shown below are hypothetical and illustrative only.

Assumed Initial Offering

Price

Repayment of Related-
Party Notes

Shares of Common Stock
Issued Upon Exchange
for Related-Party Notes

Shares of Common
Stock Issued Upon
Exchange for Related-
Party Warrants

Total Shares of Common
Stock Outstanding after
this Offering

The unaudited pro forma as adjusted consolidated balance sheet and statements of operations are adjusted to present the capital structure of the 2014 Recapitalization and the receipt and the application of the net proceeds of the offering as described above. The table below provides the summary of the effect of these transactions on our pro forma as adjusted capitalization as of June 30, 2014 (in thousands):


	As of June 30, 2014
	Actual			Release of Holdback to Extinguish Debt		Application of Net Proceeds to reduce Related Party Notes		License Fee		IPO Proceeds, Net		Extinguishment of Related Party Notes in Exchange for New Common Stock		Conversion of Warrants, Preferred and Other Non-Class A Stock to Common Stock		Pro Forma as Adjusted
	(unaudited)			(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Long-term debt—related parties	$	719,429
Long-term debt		79,462

Total long-term debt		798,891

Convertible preferred stock		21,406

Total stockholders’ equity (deficit)		(369,912	)

Total capitalization	$	450,385		$	—	$	—	$	—	$	—	$	—	$	—

(2)

Pro Forma as Adjusted Adjustments

(a)

Reflects the elimination of all historical interest expense on related-party debt of $18.9 million and $68.4 million for the six months ended June 30, 2014 and for the year ended December 31, 2013. All of this indebtedness is assumed to be repaid, converted to common stock or exchanged for the Post-IPO Note as part of the 2014 Recapitalization and completion of this offering.

(b)

Reflects the addition of interest expense of $ million and $ million for the six months ended June 30, 2014 and for the year ended December 31, 2013 for the Post-IPO Note held by the Virgin Group on the unaudited pro forma as adjusted consolidated statement of operations and the fair value of the Post-IPO Note on the unaudited pro forma as adjusted consolidated balance sheet. The Post-IPO Note will bear an interest rate of 5% per year, compounded annually, and would become due eight years after the date of the closing of this offering or six years after the date of the closing of this offering, if we terminate the Letter of Credit Facility. Interest expense also includes the amortization of the difference between the fair value and face amount of the note over the assumed eight year term of the Post-IPO Note, resulting in an effective interest rate of %.

(c)

Reflects the annual commitment fee of 5.0% and estimated other fees of 0.48% associated with the issuance and maintenance of the $100.0 million Letter of Credit Facility.

(d)

As a result of our existing income tax loss carry-forwards in the United States, for which full valuation allowances have been provided, no deferred income taxes have been established and no income tax has been provided related to the pro forma adjustments for the 2014 Recapitalization.

(e)

The weighted-average number of shares used to compute pro forma as adjusted basic and diluted earnings per share is , based on the number of our common shares outstanding immediately following our 2014 Recapitalization and this offering. We calculated the number of new shares of our common stock as follows:


Shares issued to the Virgin Group
Shares issued to Cyrus Capital
Shares issued to new investors

Total

(f)

Reflects the receipt of net proceeds from the issuance of shares of common stock at an assumed initial public offering price of $ per share (the midpoint of the price range on the cover of this prospectus) and after deducting estimated underwriting discounts and estimated offering expenses payable by us.

(g)

Reflects the repayment of $ million of lease rebates under the terms of our lease agreements.

(h)

Reflects the release to us of $100.0 million of cash collateral held by certain companies that process substantially all of our credit card transactions upon execution of an agreement with the Virgin Group to provide for a $100.0 million Letter of Credit Facility and the use of those proceeds to repay Related-Party Notes.

(i)

Reflects the amount of net proceeds from this offering used to repay Related-Party Notes using an assumed initial public offering price of $ per share (the midpoint of the price range on the cover of this prospectus) and after the allocation of specified proceeds to us.

(j)

Reflects the exchange of the remaining principal plus accrued interest of $ million of Related-Party Notes for shares of our common stock based on the assumed initial public offering price of $ (the midpoint of the price range on the cover of this prospectus).

(k)

Reflects the fair value of the additional license fee payments under the terms of a 25-year brand license agreement with the Virgin Group to increase the license fee from 0.5% to 0.7% of our total revenue commencing the first quarter of 2016 until our annual revenue exceeds $4.5 billion. The fair value of the increase is recorded as an increase in other long-term liabilities, as this is a related-party capital transaction.

(l)

Reflects the issuance of shares of our common stock upon the exchange or cancellation of Related-Party Warrants and the exercise or expiration of Class C-7, Class C-8, Class C-9 and Class C-10 warrants in accordance with their existing terms, based on an assumed initial public offering price of $ per share (the midpoint of the price range on the cover page of this prospectus).

(m)

Reflects the conversion of each of our preferred stock and various classes of each of our common stock into our common stock in connection with the 2014 Recapitalization.

(n)

Shares of preferred stock and non-class A common stock will convert as follows:


Share Class	Shares Converted		New Common Shares Issued
Class A-1		220,000		220,000
Class B		3,202,421		3,202,421
Class E		100		0	*
Class G		1,044,536		1,044,536
Preferred stock		8,377,895		8,377,895

* Class E shares are expected to be extinguished in accordance with their terms.

(o)

Reflects the increase in the accumulated deficit associated with the stock compensation expense for performance-based awards that are contingent on the completion of this offering and where the underlying service conditions have been met.

(p)

Reflects the compensation expense on the sale and distribution of 1,745,395 issued and outstanding shares held by VX Employee Holdings, LLC, a Virgin America employee ownership vehicle that we consolidate for financial reporting purposes. The amount of the expense is equal to the value of the 1,745,395 shares multiplied by the assumed initial public offering price of $ (the midpoint of the price range set forth on the cover page of this prospectus) with an offsetting increase in additional paid-in capital.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following tables summarize the consolidated financial and operating data for our business for the periods presented. You should read this selected consolidated financial and operating data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, included elsewhere in this prospectus.

We derived the selected consolidated statements of operations data for the years ended December 31, 2011, 2012 and 2013 and the selected consolidated balance sheet data as of December 31, 2012 and 2013 from our audited consolidated financial statements included in this prospectus. We derived the selected consolidated statements of operations data for the years ended December 31, 2009 and 2010 and the selected consolidated balance sheet data as of December 31, 2009, 2010 and 2011 from our audited consolidated financial statements not included in this prospectus. We derived the selected consolidated statement of operations data for the six months ended June 30, 2013 and 2014 and the consolidated balance sheet data as of June 30, 2014 from our unaudited consolidated financial statements included in this prospectus. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future, and results for the six months ended June 30, 2014 are not indicative of the results expected for the full year.


	Year Ended December 31,															Six Months Ended June 30,
	2009			2010			2011			2012			2013			2013			2014
	(in thousands, except per share data)
																(unaudited)
Consolidated Statement of Operations Data:
Operating revenues:
Passenger	$	490,791		$	655,448		$	950,933		$	1,215,178		$	1,289,268		$	610,061		$	633,837
Other		56,854			68,598			86,175			117,659			135,410			67,345			78,398

Operating revenues		547,645			724,046			1,037,108			1,332,837			1,424,678			677,406			712,235
Operating expenses:
Aircraft fuel (1)		149,277			246,699			417,815			537,501			507,035			249,908			247,423
Aircraft rent		117,318			138,422			187,876			236,800			202,071			110,725			92,357
Salaries, wages and benefits		87,934			108,901			138,276			176,216			196,477			94,245			113,143
Landing fees and other rents		61,723			69,036			87,133			110,165			122,621			58,758			65,507
Sales and marketing		51,684			59,990			81,901			107,136			106,599			48,184			53,177
Aircraft maintenance		23,502			23,017			34,596			58,934			61,854			32,892			35,453
Depreciation and amortization		16,220			10,530			10,155			11,260			13,963			6,408			6,753
Other operating expenses		78,969			79,888			106,752			126,558			133,177			63,390			64,427

Total operating expenses		586,627			736,483			1,064,504			1,364,570			1,343,797			664,510			678,240
Operating income (loss)		(38,982	)		(12,437	)		(27,396	)		(31,733	)		80,881			12,896			33,995
Other income (expense):
Interest expense - related party		(34,907	)		(53,896	)		(71,925	)		(113,708	)		(68,439	)		(49,110	)		(18,940	)
Interest expense (2)		(7,619	)		(6,247	)		(3,652	)		(2,402	)		(2,854	)		(1,518	)		(1,484	)
Capitalized interest (3)		435			3,541			2,320			2,176			534			—			1,116
Interest income and other		295			227			264			294			339			193			258

Net income (loss) before income tax		(80,778	)		(68,812	)		(100,389	)		(145,373	)		10,461			(37,539	)		14,945
Income tax expense		—			(137	)		14			15			317			—			316

Net income (loss)	$	(80,778	)	$	(68,675	)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629

Net income (loss) per share:
Basic (4)	$	(15.25	)	$	(12.97	)	$	(18.96	)	$	(27.45	)	$	0.74		$	(7.09	)	$	1.07

Diluted (4)	$	(15.25	)	$	(12.97	)	$	(18.96	)	$	(27.45	)	$	0.56		$	(7.09	)	$	0.74

Shares used in per share calculation:
Basic (4)		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895			5,296,895			5,296,895
Diluted (4)		5,296,895			5,296,895			5,296,895			5,296,895			9,689,719			5,296,895			11,289,461
Non-GAAP Financial Data (unaudited):
EBITDA (5)	$	(22,762	)	$	(1,907	)	$	(17,241	)	$	(20,473	)	$	94,844		$	19,304		$	40,748
EBITDAR (5)		94,556			136,515			170,635			216,327			296,915			130,029			133,105

(1)

Aircraft fuel expense is the sum of (i) the cost of jet fuel and certain other charges such as fuel taxes and certain transportation and distribution costs; (ii) settlement gains and losses arising from any fuel price hedging activity; and (iii) unrealized mark-to-market gains and losses associated with fuel hedge contracts.

(2)

Substantially all of the interest expense recorded in 2011, 2012 and 2013 and the six months ended June 30, 2013 and 2014 relates to long-term debt held by our principal stockholders that is expected to be substantially repaid or redeemed or exchanged for shares of our common stock in connection with the 2014 Recapitalization. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.

(3)

Interest attributable to funds used to finance the acquisition of new aircraft, including pre-delivery payments, or PDPs, is capitalized as an additional cost of the related asset approximately two years prior to the intended delivery date. Interest is capitalized at our weighted-average interest rate on long-term debt or, where applicable, the interest rate related to specific borrowings.

(4)	See Note 14 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted earnings per share.

(5)

EBITDA is earnings before interest, income taxes, and depreciation and amortization. EBITDAR is earnings before interest, income taxes, depreciation and amortization and aircraft rent. EBITDA and EBITDAR are included as supplemental disclosure because we believe they are useful indicators of our operating performance. Derivations of EBITDA and EBITDAR are well recognized performance measurements in the airline industry that are frequently used by companies, investors, securities analysts and other interested parties in comparing the operating performance of companies in our industry. We also believe EBITDA is useful for evaluating performance of our senior management team. EBITDAR is useful in evaluating our operating performance compared to our competitors because its calculation isolates the effects of financing in general, the accounting effects of capital spending and acquisitions (primarily aircraft, which may be acquired directly, directly subject to acquisition debt, by capital lease or by operating lease, each of which is presented differently for accounting purposes) and income taxes, which may vary significantly between periods and for different companies for reasons unrelated to overall operating performance. However, because derivations of EBITDA and EBITDAR are not determined in accordance with GAAP, such measures are susceptible to varying calculations, and not all companies calculate the measures in the same manner. As a result, derivations of EBITDA and EBITDAR as presented may not be directly comparable to similarly titled measures presented by other companies.

The following table represents the reconciliation of net income (loss) to EBITDA and EBITDAR for the periods presented:


	Year Ended December 31,															Six Months Ended June 30,
	2009			2010			2011			2012			2013			2013			2014
	(in thousands)
																(unaudited)
Reconciliation:
Net income (loss)	$	(80,778	)	$	(68,675	)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629
Interest expense		42,526			60,143			75,577			116,110			71,293			50,628			20,424
Capitalized interest		(435	)		(3,541	)		(2,320	)		(2,176	)		(534	)		—			(1,116	)
Interest income		(295	)		(227	)		(264	)		(294	)		(339	)		(193	)		(258	)
Income tax expense		—			(137	)		14			15			317			—			316
Depreciation and amortization		16,220			10,530			10,155			11,260			13,963			6,408			6,753

EBITDA		(22,762	)		(1,907	)		(17,241	)		(20,473	)		94,844			19,304			40,748
Aircraft rent		117,318			138,422			187,876			236,800			202,071			110,725			92,357

EBITDAR	$	94,556		$	136,515		$	170,635		$	216,327		$	296,915		$	130,029		$	133,105

The following table presents our historical selected consolidated balance sheet data for the periods presented:


	As of December 31,															As of June 30,
	2009			2010			2011			2012			2013			2014
	(in thousands)
																(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	21,619		$	29,904		$	159,815		$	76,018		$	155,659		$	179,980
Total assets		292,702			298,250			505,644			511,022			700,996			871,172
Long-term debt, including current portion		432,237			489,053			726,954			857,034			747,431			798,891
Convertible preferred stock		128,054			21,406			21,406			21,406			21,406			21,406
Total stockholders’ equity (deficit)		(432,817	)		(393,025	)		(484,473	)		(630,924	)		(384,027	)		(369,912	)

OPERATING STATISTICS


	Year Ended December 31,															Six Months Ended June 30,
	2009			2010			2011			2012			2013			2013			2014
Operating Statistics (unaudited): (1)
Available seat miles—ASMs (millions)		6,546			7,652			9,853			12,514			12,243			5,948			5,979
Departures		33,047			35,737			44,696			56,362			58,215			27,712			28,962
Average stage length (statute miles)		1,415			1,546			1,571			1,567			1,474			1,510			1,445
Aircraft in service—end of period		28			33			44			52			53			53			53
Fleet utilization		11.3			12.7			12.1			11.6			10.8			10.7			10.7

Passengers (thousands)		3,654			3,909			5,030			6,219			6,329			3,068			3,208
Average fare	$	134.07		$	167.51		$	189.05		$	195.38		$	203.70		$	198.86		$	197.55
Yield per passenger mile (cents)		9.04			10.50			11.82			12.26			13.14			12.70			12.89
Revenue passenger miles—RPMs (millions)		5,419			6,236			8,034			9,912			9,814			4,806			4,917
Load factor		82.8	%		81.5	%		81.5	%		79.2	%		80.2	%		80.8	%		82.2	%
Passenger revenue per available seat mile—PRASM (cents)		7.48			8.56			9.64			9.71			10.53			10.26			10.60
Total revenue per available seat mile—RASM (cents)		8.37			9.46			10.53			10.65			11.64			11.39			11.91
Cost per available seat mile—CASM (cents)		8.96			9.62			10.80			10.90			10.98			11.17			11.34
CASM, excluding fuel (cents)		6.68			6.40			6.56			6.61			6.83			6.97			7.21
Fuel cost per gallon	$	1.71		$	2.43		$	3.24		$	3.32		$	3.18		$	3.23		$	3.14
Fuel gallons consumed (thousands)		87,383			101,482			128,852			161,404			159,326			77,367			78,828
Teammates (FTE)		1,421			1,781			2,002			2,395			2,482			2,375			2,500

(1)	See “Glossary of Airline Terms” elsewhere in this prospectus for definitions of terms used in this table.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Overview

Virgin America is a premium branded, low-cost airline based in California that provides scheduled air travel in the domestic United States and Mexico. Established in 2005, we operate primarily from our focus cities of Los Angeles and San Francisco to other major business and leisure destinations in North America. We provide a distinctive offering for our passengers, whom we call guests, that is centered around our brand and our premium travel experience, while at the same time maintaining a low-cost structure through our point-to-point network and high utilization of our efficient, single fleet type. Our distinctive business model allows us to offer a product that is attractive to guests who historically favored legacy airlines but at a lower cost than that of legacy airlines. This business model also enables us to compete effectively with other low-cost carriers, or LCCs, by generating higher stage-length adjusted revenue per available seat mile, or RASM, but at a stage-length adjusted cost per available seat mile, or CASM, competitive with that of other LCCs and lower than that of legacy airlines. As of June 30, 2014, we provided service to 21 airports in the United States and Mexico with a fleet of 53 narrow-body aircraft.

2014 Recapitalization

As of June 30, 2014, we had a total of $666.4 million of principal and accrued interest outstanding under certain secured related-party notes, which we refer to in this prospectus as the “Related-Party Notes.” As of June 30, 2014, the Virgin Group held approximately $410.6 million aggregate principal amount and accrued interest of the Related-Party Notes, and Cyrus Capital held approximately $255.8 million aggregate principal

amount and accrued interest of the Related-Party Notes. The Virgin Group and Cyrus Capital also hold the majority of our outstanding warrants to purchase shares of our common stock, which we refer to in this prospectus as the “Related-Party Warrants.”

We intend to enter into the 2014 Recapitalization Agreement with the Virgin Group and Cyrus Capital. The 2014 Recapitalization Agreement would provide that we will retain net proceeds of $ million in connection with this offering (after we pay underwriting discounts on the shares sold by us and the expenses in this offering payable by us), and that remaining net proceeds, which we estimate to be $ million (based on an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus), would be used to repay a portion of the Related-Party Notes. Remaining principal and accrued interest under the Related-Party Notes would either be (1) exchanged for a new $50.0 million note bearing interest at a rate of 5.0% per annum, compounded annually, which we refer to as the “Post-IPO Note”; (2) repaid after the release to us of cash collateral held by our credit card processors in connection with a letter of credit facility arranged by the Virgin Group, which we refer to as the “Letter of Credit Facility”; or (3) exchanged for shares of our common stock. In addition, Related-Party Warrants either would be exchanged without receipt of cash consideration for shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, be exercised immediately prior to this offering, expire upon the closing of this offering, or be cancelled in their entirety.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, only the Post-IPO Note, and none of the Related-Party Notes or the Related-Party Warrants, would remain outstanding, and each of our issued and outstanding share of our convertible preferred stock and Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock. Further, all of our remaining currently outstanding warrants that are not Related-Party Warrants will expire by their existing terms upon the closing of this offering unless the initial public offering price exceeds the applicable exercise price per share. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we do not anticipate that any of our existing warrants to purchase common stock would remain outstanding upon the closing of this offering.

In connection with sale of 1,745,395 of our issued and outstanding shares held by VX Employee Holdings, LLC, a Virgin America employee ownership vehicle that we consolidate for financial reporting purposes, we expect to recognize compensation expense in our consolidated financial statements upon completion of this offering. Such compensation expense will be calculated as an amount equal to the value of the 1,745,395 shares based on the initial public offering price.

For more information, see “2014 Recapitalization” elsewhere in this prospectus. The transactions contemplated by the 2014 Recapitalization Agreement, which we refer to in this prospectus as the “2014 Recapitalization,” would be contingent upon the consummation of this offering.

After the consummation of the transactions contemplated by the 2014 Recapitalization Agreement and after this offering of shares of our common stock at an assumed initial public offering price of $ per share, the midpoint of the price range listed on the cover of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us and the application of such net proceeds as described under “Use of Proceeds” elsewhere in this prospectus, Cyrus Capital and the Virgin Group will beneficially own approximately % and % of our outstanding voting common stock. This concentrated ownership may limit the ability of other stockholders to influence corporate matters, and, as a result, these stockholders may cause us to take actions that our other stockholders do not view as beneficial. For example, this concentration of ownership could delay or prevent a change in control or otherwise discourage a potential acquirer from attempting to obtain control of us.

and a partner of the Virgin Group, plans to remain on our board of directors following this offering as the Virgin Group’s designee.

In connection with the 2014 Recapitalization Agreement and the closing of this offering, we and certain entities affiliated with the Virgin Group would enter into amended and restated license agreements related to our use of the Virgin name and brand. For more information, see “Certain Relationships and Related Transactions—Virgin License Agreements” elsewhere in this prospectus.

2013 Recapitalization

In May 2013, we, the Virgin Group and Cyrus Capital agreed to modify and exchange a portion of our then outstanding related-party debt. The Virgin Group and Cyrus Capital reduced $318.4 million of our related-party debt and reduced the interest rates on certain of our remaining related-party debt from 15.0%-20.0% to 5.0% per year in exchange for the issuance of $75.0 million of new debt and certain Related-Party Warrants. We recognized a $150.5 million restructuring gain as a capital contribution with a direct increase in additional paid-in-capital due to the debt being issued to related parties. In addition, we also recorded Related-Party Warrants at fair value of $83.4 million on the date of issuance as a reduction to the carrying amount of the related-party debt and a corresponding increase to stockholders’ equity.

We also amended substantially all of our lease agreements with our existing aircraft lessors to reduce monthly base rent and/or maintenance reserve payments through monthly cash rent rebates. We estimate these amendments will result in annualized expense savings on base aircraft rent of approximately $47.2 million in 2014 as compared to what would have been recorded as aircraft rent expense under the original lease terms. Under some of our leases, we also extended the lease terms by three to five years.

For more information, see Notes 2, 7 and 9 to our consolidated financial statements included elsewhere in this prospectus.

Operating Revenues

Our operating revenues consist of passenger revenue and other revenue.

Passenger Revenue. Passenger revenue consists of base fares for air travel, including upgrades, points redeemed under our loyalty program, unused and expired passenger credits, which we call credit files, and other redeemed or expiring travel credits.

Other Revenue. Other revenue consists primarily of revenue generated from air-travel-related services such as baggage fees, change fees, seat selection fees, passenger-related service fees and inflight meals and entertainment. Other revenue also includes advertising and brand revenues resulting from our co-branded consumer credit card agreement.

Operating Expenses

Our operating expenses consist of the following items:

Aircraft Fuel. Aircraft fuel expense is our single largest operating expense. It includes the cost of jet fuel, related federal and state taxes and certain fuel transportation and distribution costs. It also includes realized and unrealized settlement gains and losses arising from any fuel price hedging activity.

Aircraft Rent. Aircraft rent expense consists of monthly lease rents for aircraft and spare engines under the terms of the related operating leases and is recognized on a straight-line basis. Aircraft rent expense also includes that portion of maintenance reserves, also referred to as supplemental rent, which is paid monthly to aircraft

lessors for the cost of future major maintenance activities and which is not probable of being reimbursed to us by the lessor during the lease term. Aircraft rent expense is net of the amortization of manufacturer credits and gains on sale and leaseback transactions on our flight equipment. Presently, all of our aircraft and spare engines are financed under operating leases.

Salaries, Wages and Benefits. Salaries, wages and benefits expense includes salaries, hourly wages, cash incentive compensation, teammate profit sharing and equity compensation paid to teammates for their services, as well as related expenses associated with employee benefit plans and employer payroll taxes.

Landing Fees and Other Rents. Landing fees and other rents include both fixed and variable facilities expenses, such as the fees charged by airports for the use or lease of airport facilities, fueling into-plane fees and overfly fees paid to other countries.

Sales and Marketing. Sales and marketing expense includes credit card processing fees, costs associated with our loyalty programs, advertising and distribution costs such as the costs of web support, our third-party call center, travel agent commissions and related global distribution systems, or GDS, fees. Sales and marketing also includes the license fee that we pay for use of the Virgin brand.

Aircraft Maintenance. Aircraft maintenance expense includes the cost of all parts, materials and fees for repairs performed by third-party vendors directly required to maintain our fleet. It excludes direct labor cost related to our own mechanics, which is included in salaries, wages and benefits. It also excludes the amortization of major engine maintenance expenses, which we defer under the deferral method of accounting and amortize on a straight-line basis as a component of depreciation and amortization expense until the next estimated overhaul event or end of the engine lease, whichever is earlier.

Depreciation and Amortization. Depreciation and amortization expense includes depreciation of fixed assets we own and amortization of software licenses, major engine maintenance and leasehold improvements.

Other Operating Expenses. Other operating expenses include guest services and supplies, crew and teammate travel, data and communications, legal and professional fees, facilities, aircraft insurance and all other administrative and operational overhead expenses.

Other Income (Expense)

Interest Expense. Interest expense on related-party long-term debt accounted for 95%, 98% and 96% of our interest expense in 2011, 2012 and 2013 and 97% and 93% of our interest expense in the six months ended June 30, 2013 and 2014. Paid-in-kind interest was 91%, 85% and 68% of total interest expense incurred in 2011, 2012 and 2013 and 81% and 36% in the six months ended June 30, 2013 and 2014.

Capitalized Interest. We capitalize interest attributable to pre-delivery payments (PDPs) as an additional cost of the related asset beginning two years prior to the intended delivery date, when we estimate the related aircraft has begun to be manufactured and when PDPs are required to be paid under the terms of our existing aircraft purchase contract. We capitalize interest at our weighted-average interest rate on long-term debt or, where applicable, the interest rate related to specific borrowings. Capitalization of interest ceases and expensing begins when the asset is ready for its intended use.

Interest Income and Other. Interest income and other includes interest income on our cash and cash equivalent balances, as well as activity not classified in any other area of the consolidated statements of operations.

Income Taxes

We account for income taxes using the liability method. We record a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We record deferred taxes based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carry forwards. In assessing our ability to utilize our deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will be realized. We consider all available evidence, both positive and negative, in determining future taxable income on a jurisdiction by jurisdiction basis.

Trends and Uncertainties Affecting Our Business

We believe our operating and business performance is driven by various factors that affect airlines and their markets, including trends which affect the broader travel industry, as well as trends which affect the specific markets and customer base that we target. The following key factors may affect our future performance.

Competition. The airline industry is exceedingly competitive. The principal competitive factors in the airline industry are the fare and total price, flight schedules, number of routes served from a city, frequent flier programs, product and passenger amenities, customer service, fleet type, safety record and reputation and code-sharing relationships. The airline industry is particularly susceptible to price discounting because, once a flight is scheduled, airlines incur only nominal incremental costs to provide service to passengers occupying otherwise unsold seats. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to increase RASM. The prevalence of discount fares can be particularly acute when a competitor has excess capacity to sell.

Seasonality and Volatility. Our results of operations for any interim period are not necessarily indicative of those for the entire year because the air transportation business and our route network are subject to significant seasonal fluctuations. We believe our operations, as they are focused on Los Angeles International Airport (LAX) and San Francisco International Airport (SFO), are more susceptible to seasonality than some of the other domestic airlines because our discretionary customers in California may be less likely to fly to other regions of the United States during the colder seasons. We generally expect demand to be greater in the second and third quarters compared to the rest of the year. The air transportation business is also volatile and highly affected by economic cycles and trends. Consumer confidence and discretionary spending, fear of terrorism or war, weakening economic conditions, fare initiatives, labor actions, weather and other factors have resulted in significant fluctuations in revenues and results of operations in the past.

Aircraft Fuel. Fuel expense represents the single largest operating expense for most airlines, including ours. Fuel costs have been subject to wide price fluctuations in recent years. Fuel availability and pricing are subject to refining capacity, periods of market surplus and shortage and demand for heating oil, gasoline and other petroleum products, as well as meteorological, economic and political factors and events occurring throughout the world, which we can neither control nor accurately predict. We source a significant portion of our fuel from refining resources located on the West coast and on the gulf coast of the United States. Jet fuel is subject to price volatility and supply disruptions on a seasonal basis in hurricane season when refinery shutdowns can occur and when cold weather demand for heating oil spikes, resulting in less jet fuel production at refineries, and on a location-specific basis when local refineries can be shut-down for maintenance or emergency purposes.

From time to time, we fix our jet fuel prices using fixed forward price contracts, or FFPs, for jet fuel, and we enter into option contracts for heating oil and crude oil to try and reduce the impact of significant price volatility. We generally manage approximately 35-40% of our forecasted fuel price exposure with FFPs or hedges on the basis of the next nine to twelve months where we layer in coverage over time with a dollar cost average approach to our purchases. The 35-40% is an approximate average of our coverage at any given time with more coverage sought in the near-term months and less coverage sought in the longer dated months.

Our fuel hedging practice considers many factors, including our assessment of market conditions for fuel, our access to the capital necessary to purchase coverage and support margin requirements, the pricing of hedges and other derivative products in the market and applicable regulatory policies. As of June 30, 2014, we had FFPs and hedges in place for approximately 34% of our then projected next twelve months of fuel requirements, with all of our then existing hedge contracts expected to settle by the end of the second quarter of 2015. We purchase our aircraft fuel at all of our stations under a single annual fuel service contract with a third-party fuel procurement administrator who, in turn, arranges fuel supply on our behalf at each station with various fuel suppliers. In some instances, the fuel procurement administrator is also our supplier. The future cost and availability of jet fuel cannot be predicted with any degree of certainty.

Labor. On August 13, 2014, our inflight teammates (whom other airlines refer to as flight attendants), representing approximately 32% of our workforce, voted for representation by the Transport Workers Union, or TWU. As a result, the TWU has been certified as the representative of our inflight teammates, and we will be engaged with the TWU in a collective bargaining process for a first contract for those teammates in accordance with the requirements of the Railway Labor Act. Although we currently have a direct relationship with our remaining teammates, airline industry employees are one of the most heavily unionized private sector employee groups, and any of our non-management teammates could seek unionization at any time. If one or more of our other teammate groups elects a union to represent them, that would require us to collectively bargain with the teammate group’s certified representative.

Aircraft Maintenance. As of June 30, 2014, the average age of our aircraft was approximately five years. Due to the relatively young age of our fleet, our aircraft require less maintenance now than they will in the future. As the fleet ages, we expect that maintenance costs will increase in absolute terms and as a percentage of revenue. The amount of total maintenance costs and related amortization of major engine maintenance expense is subject to variables such as estimated usage, government regulations, the size and makeup of the fleet in future periods and the level of unscheduled maintenance events and their actual costs. Accordingly, we cannot reliably quantify future maintenance-related expenses for any significant period of time.

We expect that the final qualifying major engine maintenance events will be amortized over the remaining lease term rather than until the next estimated major maintenance event. This would result in significantly higher depreciation and amortization expense related to major maintenance in the last few years of the leases as compared to the expenses in earlier periods. Moreover, because our current aircraft were acquired over a relatively short period, significant maintenance that is scheduled on each of these aircraft occurs at roughly the same time, meaning we will incur our most expensive scheduled maintenance obligations, known as major maintenance, across our present fleet at approximately the same time. These more significant maintenance activities result in out-of-service periods during which aircraft are dedicated to maintenance activities and unavailable to fly revenue service.

In addition, the terms of some of our lease agreements require us to pay supplemental rent, also known as maintenance reserves, to our lessor in advance of the performance of major maintenance, resulting in our recording significant aircraft maintenance deposits on our consolidated balance sheet. However, the payments made after the final qualifying major engine maintenance event during the lease term are fully expensed, as these amounts are not reimbursable from the lessor. As such, it will result in both additional rent expense and depreciation and amortization expense for previously capitalized maintenance being recorded in the period after the final qualifying major engine maintenance event and just prior to the termination of the lease. For more information, see “Critical Accounting Estimates—Aircraft and Engine Maintenance and Repair” elsewhere in this prospectus.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. In doing so, we have to make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent

assets and liabilities. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. We refer to accounting estimates of this type as critical accounting estimates, which we discuss further below.

Revenue Recognition including Loyalty Program

We generate the majority of our revenue from sales of passenger tickets. We initially defer ticket sales as air traffic liability and recognize passenger revenue when the passenger flight occurs. Passenger revenue also includes upgrade fees, which we recognize when the related flights occur.

Tickets expire one year from the date of issuance, if unused by the passenger. We also issue travel credits to passengers for certain changes to flights if a residual value exists after application of any applicable change fee. Travel credits also expire one year from the date of issuance. We estimate and record advanced breakage for tickets and travel credits we expect will expire unused. These estimates are based on our historical experience of expired tickets and travel credits and consider other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns of tickets and travel credits.

Other revenue consists of baggage fees, change fees, seat selection fees, passenger-related service fees and inflight meals and entertainment. We recognize revenue for baggage fees, seat selection fees and passenger-related service fees when the associated flight occurs. We recognize change fee revenues as they occur.

Our Elevate^® loyalty program provides frequent flyer travel awards to program members based on accumulated points. Points are accumulated as a result of travel, purchases using the co-branded credit card and purchases from other participating partners. The program has an 18-month expiration period for unused points from the month of last account activity. For all points earned under the Elevate program, we have an obligation to provide future travel when these reward points are redeemed.

With respect to points earned as a result of travel, or flown points, we recognize a liability and a corresponding sales and marketing expense, representing the incremental cost associated with the obligation to provide travel in the future, as points are earned by passengers. We offer redemption of points for our Elevate program members through travel on our flights and our partner airlines. Incremental cost for points to be redeemed on our flights is estimated based on historical costs, which include the cost of fuel, passenger fees, complimentary beverages, insurance, miscellaneous passenger supplies and other airline payments. We adjust our liability periodically for changes in our estimate of incremental cost, average points to redeem and breakage estimates.

We account for member points sold to our partners, or sold points, including points related to our participation in other providers’ affinity loyalty programs and member purchases with partner credit card companies as multiple-element arrangements. These arrangements have historically consisted of two elements: transportation and brand marketing-related activities. The transportation element represents the fair value of the travel that we will ultimately provide when the sold points are redeemed. The brand and marketing element consists of brand marketing related activities that we conduct with participating partners.

For points earned from purchases through our original co-branded credit card agreement, which we refer to as the “Original Co-Brand Agreement,” we recorded deferred revenue using the residual method. The fair value of a point is estimated on an annual basis using the average points redeemed and the estimated value of purchased tickets with the same or similar restrictions as frequent flyer awards. We recognize points redeemed as passenger revenue when the awards are redeemed and the related travel occurs. We recognize the residual portion, if any, upon sale of points as other revenue associated with the other marketing services delivered.

In 2013, we entered into a new co-branded credit card agreement with a new partner, which we refer to as the “New Co-Brand Agreement.” The New Co-Brand Agreement has a seven-year term beginning January 1,

2014, when the new co-branded card was introduced and services to our members began. Services with standalone value provided under this agreement include: (i) the points earned or the travel component; (ii) companion certificates for annual travel discounts up to $150; (iii) unlimited access to the use of our brand and customer list; (iv) advertising; (v) waived bag fees, which are limited to the first checked bag for the cardholder and their companion traveling on the same flight which must be purchased using the card; (vi) unlimited waived change fees provided the ticket is purchased using the premium card; and (vii) unlimited discounts on purchases made through our Red^® inflight entertainment system using the co-branded credit card. Under the New Co-Brand Agreement, our partner is required to provide annual guaranteed advance payments over the contract term. Any unearned advance at the end of the calendar year is carried over to the following year until the contract expires. At the end of the contract, we have no obligation to refund any unearned advances to the partner. As of June 30, 2014, excess advances totaled $21.3 million, which we recorded as air traffic liability.

Under the revenue recognition rules for multiple element arrangements, we determine the best estimated selling price, or BESP, of each element and allocate the arrangement consideration using the relative selling price of each element. Based on our valuation of the New Co-Brand Agreement, the majority of the value is attributable to points or the travel component and brand and customer list, for which the BESP is determined using our own and market assumptions as well as other judgments necessary to determine the estimated selling price of each element. When developing the relative selling price allocation attributable to the points or travel component, we primarily considered the total number of points expected to be issued, the BESP for points (specifically the value at which points could be redeemed for free or discounted travel), the number of points expected to be redeemed and the timing of redemptions. The BESP for points is derived based on our estimate of the redemption rate used by our guests to convert points into the equivalent ticket value for travel with us or with one of our airline partners. For brand and customer list, we considered brand power, the size of our customer list and the market royalty rate for equivalent programs. Our estimates of the BESP will not change, but the allocation between elements may change based on changes in the ultimate volume of sales of each element during the term of the contract.

We recognize and record revenue for the majority of the travel-related elements in accordance with our existing policies for such services. Revenue for brand and advertising is recognized in other revenue as such services are provided ratably over the contract term. Revenue from making available unlimited services such as waived bag fees, waived change fees and inflight discounts is recognized in other revenue on a ratable basis over the contract term subject to a contract limitation based on the proportion of cumulative points issued to total contract points expected to be issued.

We estimate breakage for sold points using a regression analysis model supplemented with qualitative considerations, which include the history and success of the program as well as member behavior. In addition, we also consider redemption trends by performing a weighted-average redemption rate calculation to evaluate the reasonableness of our calculated breakage rates. Breakage is recorded for sold points under the redemption method using points expected to be redeemed and our recorded deferred revenue balance to determine a weighted-average rate, which is then applied to actual points redeemed. A change in assumptions as to the period over which points are expected to be redeemed, the actual redemption patterns or the estimated fair value of points expected to be redeemed could have a material impact on our revenue in the year in which the change occurs as well as in future years. Our estimates could change in the future as our members’ behavior changes and more historical data is collected.

Aircraft and Engine Maintenance & Repair

Under our aircraft operating lease agreements and FAA operating regulations, we are obligated to perform all required maintenance activities on our fleet, including component repairs, scheduled air frame checks and major engine restoration events. We estimate the timing of the next major maintenance event based on assumptions including estimated usage, FAA-mandated maintenance intervals and average removal times as recommended by the manufacturer. The timing and the cost of maintenance are based on third-party estimates,

which can be impacted by changes in utilization of our aircraft, changes in government regulations and suggested manufacturer maintenance intervals. Major maintenance events represent six-year and 12-year airframe checks, engine restorations and overhauls to major components. We account for qualifying major engine maintenance under the deferral method wherein restoration costs and replacement of engine life limited parts are capitalized and amortized as a component of depreciation and amortization expense up to the earlier of the lease end or the estimated date for the next engine overhaul. Regular airframe and other routine maintenance costs are expensed as incurred.

In connection with our aircraft operating lease agreements, we are required to make supplemental rent payments to our aircraft lessors, which represent maintenance reserves made to collateralize the lessor. Our lease agreements provide that maintenance reserves are reimbursable to us upon completion of the major maintenance event in an amount equal to the lesser of (i) the amount of the maintenance reserve held by the lessor associated with the specific major maintenance event or (ii) the qualifying costs related to the specific major maintenance event, although in some instances we expect to receive a credit at the end of the lease for a portion of any excess reserves remaining after each event. We record the supplemental payments or maintenance reserves that we expect to recover as aircraft maintenance deposits in the accompanying consolidated balance sheets. When it is not probable that amounts on deposit with lessors will be recovered, we expense such amounts as a component of aircraft rent expense. When the underlying maintenance event is performed, the cost is either capitalized and amortized as a component of depreciation and amortization expense for qualified major engine maintenance or expensed for all other major maintenance, and the deposit is reclassified to a receivable in our consolidated balance sheet.

The terms of most of our aircraft lease agreements also provide that most maintenance reserves held by the lessor which relate to major maintenance events that fall outside of the lease term are nonrefundable to us at the expiration of the lease and will be retained by the lessor, although in some instances we may receive reimbursement for any maintenance costs we incur to meet return conditions under the related lease. We charge supplemental rent payments to aircraft rent expense in our consolidated statement of operations when it becomes less than probable that these amounts will be recovered.

We make certain assumptions at the inception of the lease and at each balance sheet date to determine the recoverability of maintenance deposits. Our assumptions are based on various factors such as the estimated timing of major maintenance events, including replacement of engine life limited parts, the cost of future maintenance events and the number of flight hours and cycles for which we estimate the aircraft will be utilized before it is returned to the lessor. We account for changes in estimates related to maintenance reserve payments on a prospective basis.

For regular maintenance of our leased aircraft, we have maintenance-cost-per-hour contracts for management and repair of certain rotable parts to support scheduled and unscheduled airframe and engine maintenance and repair. These agreements require us to make monthly payments based on utilization, such as flight hours, cycles and age of the aircraft, and in turn, the agreements transfer certain risks related to the supply and repair of component parts to the third-party service provider. We recognize expense based on the contractual payments, which substantially match the service being received over the contract period. In addition, we have an engine service agreement under which a third party is required to perform major engine restoration maintenance for substantially all of our aircraft engines. Under this agreement, we have an agreed rate with the maintenance provider based on engine utilization, which applies when the engines are inducted into an overhaul.

Debt Modification

In connection with the 2013 Recapitalization, we entered into a series of agreements with the Virgin Group and Cyrus Capital (our primary lenders) to modify certain existing debt agreements, issue new debt for $75.0 million of cash proceeds and issue certain Related-Party Warrants. Pursuant to these agreements, our lenders exchanged $556.0 million of related-party debt which previously had contractual interest rates of 15%-20% per

year for $369.1 million of related-party debt with a lower interest rate of 5% per year, compounded annually, and for new Related Party Warrants to purchase 160.0 million shares of Class C common stock at an exercise price of $2.50 per share. One of our lenders also exchanged subordinated notes with outstanding principal and accrued interest of approximately $131.5 million, along with certain associated warrants, for new Related-Party Warrants to purchase 7.4 million shares of Class C common stock at an exercise price of $0.01 per share. Finally, our lenders also funded $75.0 million in cash proceeds to us, and we issued $75.0 million aggregate principal amount of new Related-Party Notes with a stated interest rate of 17%, compounded annually, and new Related-Party Warrants to purchase 7.7 million shares of Class C common stock at an exercise price of $2.50 per share.

We evaluated these transactions in accordance with the accounting guidance on troubled debt restructurings, which requires that the debtor must be experiencing financial difficulty and that the creditor must have granted a concession, and we determined that we met both criteria. We also made certain assumptions, judgments and estimates to account for the debt modification, which included: (i) excluding an existing Related-Party Note payable from the analysis as it was completely unmodified in the transaction; (ii) analyzing and applying the accounting guidance at the creditor level; and (iii) determining the fair value of the Related-Party Warrants issued, which required us to make assumptions about the fair value of our common stock.

To account for the debt modification, we compared the recorded value of the modified debt and the new debt, less the fair value of the Related-Party Warrants issued, to the restructured aggregate undiscounted cash flows at maturity at the creditor level. The fair value of Related-Party Warrants was based on the Black Scholes option pricing model using the following key assumptions: expected term of 5.0 years; a risk-free interest rate of 0.83%; no expected dividends; a fair value price per share based on an independent third-party valuation at May 2013; and 70.0% estimated share price volatility. When the recorded value of the existing debt exceeded the aggregate undiscounted cash flows associated with the restructured debt, we adjusted the carrying amount of the debt on our balance sheet and recognized a gain equal to the difference as a capital contribution. When the recorded value of the existing debt did not exceed the undiscounted cash flows associated with the restructured debt, we calculated the effective interest rate that will be used to accrete the debt to its maturity value.

See Note 2 to our consolidated financial statements included elsewhere in this prospectus for further discussion of the accounting of the 2013 Recapitalization.

Lease Amendments

In connection with the 2013 Recapitalization, we amended most of our lease agreements with our existing aircraft lessors to provide us with a reduction in monthly base rent and/or maintenance deposits through monthly cash rent rebates, which we refer to as the “Lease Rebates.” In certain cases, we also extended the lease terms by three to five years. Payment of future Lease Rebates are contingent on us maintaining $75.0 million of unrestricted cash and cash equivalents as of the last day of each month.

We concluded that all amended leases were deemed to be new leases, and we re-evaluated these to determine if they qualified as capital or operating leases. We determined that each of our leases, as amended, continued to be an operating lease. Our lease analysis required us to make certain assumptions and estimates including: (i) the interest rate, which represented a blended rate of recent secured borrowing rates of peer companies and our unsecured borrowing rates; (ii) the fair value of the aircraft at the time of the new lease; and (iii) the fair value rental rates during the non-cancelable lease extension period. We estimated the extension rates utilizing fixed lease extension rates negotiated in other modified agreements based on current independent aircraft appraisals and current market lease rates. We also considered future demand for the leased aircraft while giving consideration to newer, more fuel-efficient aircraft expected to be delivered in the marketplace during the extension period.

We recognize rent expense on a straight-line basis over the non-cancelable lease term, using rates specified in the contract and estimated fair value rental rates during the non-cancelable lease extension period if not

specified in the contract. We accounted for Lease Rebates received at the start of the amended leases as an incentive to be recorded as a reduction of rent expense on a straight-line basis over the lease term. Future Lease Rebates are considered contingent and are recognized as a reduction in rent expense when the liquidity requirement is met. Under the amended lease agreements, we are obligated to refund 25.0% of substantially all the Lease Rebates from monthly base rent received through December 31, 2016 in the first quarter of 2017 or on a pro-rata basis with any debt repayment occurring prior to the first quarter of 2017. Therefore, we accrue 25.0% of the Lease Rebates as a component of the deferred rent balance in our consolidated financial statements.

In addition, as certain of our lease terms are now extended, certain major aircraft and engine maintenance events are expected to occur within the extended lease terms. As a result, we recorded $30.1 million of lease incentives associated with previously expensed supplemental rent payments that we now expect to be recoverable by virtue of the lease term extensions. We recorded these lease incentives as an increase to aircraft maintenance deposits and an increase to other liabilities in our consolidated balance sheet in 2013. We determined that a lease incentive resulted from the lease extension when the amount that we expect to be reimbursed in the future exceeds the amount of maintenance deposit currently on our balance sheet plus any future payments to be made through the date of the qualifying maintenance event. We recorded any excess amount as an incentive to the extent there were supplemental rent payments made during the lease term that had previously been expensed. We calculated our lease incentives on a maintenance event by maintenance event basis, consistent with the manner in which supplemental rent payments are made to our lessors.

Intangible Assets

Our intangible assets consist of take-off and landing slots at LaGuardia Airport (LGA) and Ronald Reagan Washington National Airport (DCA) acquired in 2013 and in 2014. Slots are rights to take-off or land at a slot-controlled airport during a specific time period during the day and are a means by which the FAA manages airspace/airport congestion. The FAA controls slots at four airports, including LGA and DCA. The slots at DCA do not have a stated expiration date. Although the slots at LGA have expiration dates coinciding with the expiration date of the FAA’s slot orders, the FAA’s practice has been to renew the FAA slot orders, and we can continue to hold and use the slots as long as we comply with the FAA’s minimum use requirements. Unlike other assets at slot-controlled airports that are generally depreciated over their expected useful lives, slots require no maintenance and do not have an established residual value. As the demands for air travel at these airports have remained very strong, we expect to use these slots in perpetuity and have determined our slots to be indefinite-lived intangible assets. Intangible assets with indefinite lives are not amortized but rather tested for impairment annually, or more frequently when events and circumstances indicate that impairment may exist.

Income Taxes

We account for income taxes using the liability method. We record deferred taxes based on differences between the financial statement basis and tax basis of assets and liabilities and available tax loss and credit carryforwards. In evaluating our ability to utilize our deferred tax assets, we consider available evidence, both positive and negative, in determining future taxable income on a jurisdiction-by-jurisdiction basis. We record a valuation allowance against deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Judgment is required in evaluating our ability to utilize our deferred tax assets, assessing our uncertain tax positions and determining our provision for income taxes. Although we believe our estimates are reasonable, we cannot assure you that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals.

Although we recorded pretax income in 2013, we believe that cumulative losses in recent years continue to support our conclusion that a valuation allowance is still necessary. We will continue to evaluate future financial performance to determine whether such performance provides sufficient evidence to support reversal of the valuation allowance in the future.

Section 382 of the Internal Revenue Code, or Section 382, imposes limitations on a corporation’s ability to utilize net operating losses, or NOLs, if it experiences an “ownership change.” In general terms, an ownership change results from a cumulative change in the equity ownership of certain stockholders by more than 50 percentage points over a rolling three-year period. In the event of an ownership change, utilization of our pre-change NOLs would be subject to annual limitation under Section 382 determined by multiplying the value of our stock at the time of the ownership change by the applicable long-term tax-exempt rate, increased in the five-year period following such ownership change by “recognized built-in gains” under certain circumstances.

We had NOLs carryforwards of $603.3 million and $421.7 million for federal and state income tax purposes at December 31, 2013. Our federal NOLs expire between 2027 and 2032. We have experienced ownership changes in the past. Our ability to utilize these assets could be reduced in certain circumstances, including if an ownership change is deemed to have occurred as a result of this offering. For more information, see “Risk Factors—Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited” elsewhere in this prospectus.

Share-Based Compensation

We grant performance-based and market-based options and restricted stock units to employees and directors. With respect to certain stock awards, performance conditions restrict exercisability or settlement until certain liquidity events occur, such as a qualifying initial public offering or change in control. In addition, market-based conditions, such as targeted minimum market prices, further restrict the exercisability or settlement of such awards. Such awards, including those that have vested over a fixed service period, that have not become exercisable before an employee’s termination are forfeited. We will record share-based compensation expense in connection with these stock awards when it is probable that the performance conditions will be met. As of June 30, 2014, total unamortized compensation for performance based awards that are contingent on the occurrence of an initial public offering was $9.3 million, of which we will record approximately $6.2 million upon completion of this offering for awards that have met service conditions. We will recognize the remaining approximately $3.1 million when the service conditions for such awards are met.

Results of Operations

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

For the six months ended June 30, 2014, we had net income of $14.6 million compared to a net loss of $37.5 million for the six months ended June 30, 2013. Our operating income of $34.0 million for the six months ended June 30, 2014 increased by $21.1 million, or 163.6%, compared to the six months ended June 30, 2013.

Our operating capacity, as measured by ASMs, increased by 0.5% from the six months ended June 30, 2013 to the six months ended June 30, 2014 as a result of certain network changes which slightly increased capacity. Our number of passengers increased by 4.6% from the six months ended June 30, 2013 to the six months ended June 30, 2014, and our yield increased by 1.5%, primarily due to the 4.3% reduction in our average stage length and the increased maturity of our routes.

Our CASM increased by 1.5% from 11.17 cents for the six months ended June 30, 2013 to 11.34 cents for the six months ended June 30, 2014. This was primarily a result of increased salaries, wages and benefits and a 4.3% reduction in our average stage length, offset in part by our reduced aircraft rent expense resulting from our 2013 Recapitalization and lower fuel cost per gallon.

In addition, interest expense for the six months ended June 30, 2014 decreased by $30.2 million from the prior year period, primarily as a result of our 2013 Recapitalization.

Operating Revenues


	Six Months Ended June 30,						Change
	2013			2014			Amount			%
Operating revenues (in thousands):
Passenger	$	610,061		$	633,837		$	23,776			3.9
Other		67,345			78,398			11,053			16.4

Total operating revenues	$	677,406		$	712,235		$	34,829			5.1


Operating statistics:
Available seat miles (millions)		5,948			5,979			31			0.5
Revenue passenger miles (millions)		4,806			4,917			111			2.3
Average stage length (statute miles)		1,510			1,445			(65	)		(4.3	)
Load factor		80.8	%		82.2	%		1.4	pts		—
Total revenue per available seat mile—RASM (cents)		11.39			11.91			0.52			4.6
Yield (cents)		12.70			12.89			0.19			1.5
Average fare	$	198.86		$	197.55		$	(1.31	)		(0.7	)
Passengers (thousands)		3,068			3,208			140			4.6

Passenger revenue for the six months ended June 30, 2014 increased 3.9% from the six months ended June 30, 2013 on a 0.5% increase in capacity, measured by ASMs, due to certain network changes. RASM for the six months ended June 30, 2014 increased 4.6% from the six months ended June 30, 2013, primarily due to a higher load factor and a 1.5% increase in yield, primarily due to route maturity.

The 16.4% increase in other revenue for the six months ended June 30, 2014 from the six months ended June 30, 2013 was primarily due to increased advertising and brand revenues resulting from our new co-branded consumer credit card program that we launched in January 2014. In addition, seat selection fee revenue and change fee revenue increased, primarily due to a 4.6% increase in passengers as well as higher fees for ancillary products.

Operating Expenses


	Six Months Ended June 30,				Change						Cost per ASM				Change
	2013		2014		Amount			%			2013		2014		%
											(in cents)
Operating expenses (in thousands):
Aircraft fuel	$	249,908	$	247,423	$	(2,485	)		(1.0	)		4.20		4.14		(1.5	)
Aircraft rent		110,725		92,357		(18,368	)		(16.6	)		1.86		1.54		(17.0	)
Salaries, wages and benefits		94,245		113,143		18,898			20.1			1.58		1.89		19.4
Landing fees and other rents		58,758		65,507		6,749			11.5			0.99		1.10		10.9
Sales and marketing		48,184		53,177		4,993			10.4			0.81		0.89		9.8
Aircraft maintenance		32,892		35,453		2,561			7.8			0.55		0.59		7.2
Depreciation and amortization		6,408		6,753		345			5.4			0.11		0.11		4.8
Other operating expenses		63,390		64,427		1,037			1.6			1.07		1.08		1.1

Total operating expenses	$	664,510	$	678,240	$	13,730			2.1			11.17		11.34		1.5


Operating statistics:
Available seat miles (millions)		5,948		5,979		31			0.5
Average stage length (statute miles)		1,510		1,445		(65	)		(4.3	)
Departures		27,712		28,962		1,250			4.5
CASM (excluding fuel)		6.97		7.21		0.24			3.4
Fuel cost per gallon	$	3.23	$	3.14		(0.09	)		(2.8	)
Fuel gallons consumed (thousands)		77,367		78,828		1,461			1.9
Teammates (FTE)		2,375		2,500		125			5.3

Aircraft fuel

Aircraft fuel expense for the six months ended June 30, 2014 decreased by $2.5 million, or 1.0%, from the six months ended June 30, 2013. The decrease was primarily due to a decrease of $0.09, or 2.8%, in the average fuel cost per gallon offset in part by a 1.9% increase in fuel consumption. The increased fuel consumption was primarily the result of a slight increase in capacity and a lower average stage length.

We maintain an active FFP and hedging program to reduce the impact of sudden, sharp increases in fuel prices. We enter into a variety of hedging instruments, including options and collar contracts on highly correlated commodities such as heating oil and crude oil. We also use FFPs, which allow us to lock in the price of jet fuel for specified quantities and at specified locations in future periods. At June 30, 2014, we had entered into derivative hedging instruments and FFPs for approximately 34% of our then expected twelve-month fuel requirements, with all of our then existing hedge contracts expected to settle by the end of the first quarter of 2015.

Aircraft rent

Aircraft rent expense for the six months ended June 30, 2014 decreased by $18.4 million, or 16.6%, from the six months ended June 30, 2013, primarily due to the aircraft lease amendments that we executed in connection with the 2013 Recapitalization in May 2013, offset in part by the addition of one aircraft to our fleet during the six months ended June 30, 2014.

Salaries, wages and benefits

Salaries, wages and benefits expense for the six months ended June 30, 2014 increased by $18.9 million, or 20.1%, from the six months ended June 30, 2013. Salaries and wages for flight crews increased significantly as a result of the competitive marketplace for talent and increasing seniority of our pilots and inflight teammates. In addition, there was a 5.3% increase in full-time equivalent teammates, in part due to new FAA flight and duty time requirements and, to a lesser extent, our increased number of destinations. Salaries, wages and benefits expense for the six months ended June 30, 2014 also includes profit sharing expense, whereas profit sharing was not accrued for the prior year period due to our pre-tax loss for that period. Under our annual profit sharing program, we accrue 15% of cumulative year-to-date income before income taxes and profit sharing for the benefit of our eligible teammates each quarter to the extent that we have cumulative year-to-date pre-tax income. Our profit sharing expense will increase in the future if our level of pre-tax income increases. We expect salaries, wages and benefit expense to grow at a faster rate than our capacity as market and tenure-related adjustments continue.

In addition, our overall benefit plan costs for the six months ended June 30, 2014 increased from the prior year period due to an increase in the amount of the 401(k) match benefits paid to our teammates and an increase in healthcare costs.

Landing fees and other rents

Landing fees and other rents expense for the six months ended June 30, 2014 increased by $6.7 million, or 11.5%, from the six months ended June 30, 2013, primarily as a result of a 4.5% increase in departures and rate increases for facilities at our destination airports.

For the six months ended June 30, 2013 and the six months ended June 30, 2014, we received the benefit of landing fee and rent incentives for our added destinations of Austin and San Jose. These incentives expired during the second quarter of 2014, and with additional rate increases at a majority of the airports at which we operate we expect our landing fees and other rents to increase both in absolute dollars and as a percentage of revenue for the remainder of 2014.

Sales and marketing

Sales and marketing expense for the six months ended June 30, 2014 increased $5.0 million, or 10.4%, from the six months ended June 30, 2013, primarily due to $5.0 million in one-time credits recognized in the six months ended June 30, 2013. These one-time credits consisted of a contract termination payment from a former software system provider and a contractual marketing incentive.

Aircraft maintenance

Aircraft maintenance expense for the six months ended June 30, 2014 increased by $2.6 million, or 7.8%, from the six months ended June 30, 2013, primarily due to an increase in the number of major airframe checks during the 2014 period.

Depreciation and amortization

Depreciation and amortization expense remained relatively consistent for the six months ended June 30, 2013 and the six months ended June 30, 2014.

Other operating expenses

Other operating expense remained relatively consistent for the six months ended June 30, 2014 and the six months ended June 30, 2013.

Other Income (Expense)

Other income (expense) for the six months ended June 30, 2014 decreased by $31.4 million, or 62.2%, from the six months ended June 30, 2013, primarily due to the $30.2 million reduction in related-party interest expense as a result of the 2013 Recapitalization. As part of this Recapitalization, we reduced our related-party debt of $687.5 million with stated interest rates ranging from 4.7% to 20.0% to related-party debt with a recorded value of $529.8 million with effective interest rates of 0.0% to 10.0% per year. See Note 2 to our consolidated financial statements included elsewhere in this prospectus for further details and a discussion of the accounting for this transaction.

Income Taxes

The income tax provision associated with our income in the first six months ended June 30, 2014 was largely offset by the release of a valuation allowance against the utilization of prior-year NOLs.

2013 Compared to 2012

In 2013, we had net income of $10.1 million compared to a net loss of $145.4 million in 2012. In 2013, we had operating income of $80.9 million, compared to an operating loss of $31.7 million in 2012.

Our 2013 results reflected our strategic decisions to defer and cancel aircraft deliveries, thereby reducing capacity growth in our network, to reduce aircraft utilization across our operations, to eliminate low margin flights and to focus on improving revenue management techniques to increase RASM. We also implemented new ancillary revenue strategies that, when combined with our network and revenue management strategy changes, improved our unit revenue performance. Our RASM increased from 10.65 cents in 2012 to 11.64 cents in 2013, and our average fare increased by 4.3% to $203.70. We also added three new destinations during 2013 by shifting capacity from existing markets.

We continued our disciplined approach to cost control. Our CASM increased by 0.7% to 10.98 cents, primarily due to a 2.2% reduction in ASM and a 5.9% decrease in average stage length from 2012 to 2013. Partially offsetting this increase was a 4.2% reduction in fuel cost per gallon. Our 2013 results also reflect the impact of our debt and lease restructurings described under the 2013 Recapitalization. Through our aircraft lease renegotiations, we reduced aircraft rent expense by $34.7 million in 2013 or 12.8% per available seat mile. We also reduced interest expense by $44.8 million as a result of the 2013 Recapitalization.

Operating Revenue


	Year Ended December 31,				Change
	2012		2013		Amount		%
Operating revenues (in thousands):
Passenger	$	1,215,178	$	1,289,268	$	74,090		6.1
Other		117,659		135,410		17,751		15.1

Total operating revenues	$	1,332,837	$	1,424,678	$	91,841		6.9


	Year Ended December 31,						Change
	2012			2013			Amount			%

Operating statistics:
Available seat miles (millions)		12,514			12,243			(271	)		(2.2	)
Revenue passenger miles (millions)		9,912			9,814			(98	)		(1.0	)
Average stage length (statute miles)		1,567			1,474			(93	)		(5.9	)
Load factor		79.2	%		80.2	%		1.0	pts		—
Total revenue per available seat mile—RASM (cents)		10.65			11.64			0.99			9.3
Yield (in cents)		12.26			13.14			0.88			7.2
Average fare	$	195.38		$	203.70		$	8.32			4.3
Passengers (thousands)		6,219			6,329			110			1.8

Passenger revenue increased by $74.1 million, or 6.1%, from 2012 to 2013. Passenger revenue accounted for 90.5% of our total operating revenues for the year ended December 31, 2013. Load factor increased one percentage point year-over-year, and average fare increased 4.3% as we focused on maximizing the value of our network by shifting capacity away from seasonally weaker routes, such as transcontinental flights during the winter. During 2013, we added three new destinations: Newark (from LAX and SFO), San Jose (from LAX) and Austin (from SFO). Our network changes resulted in a 5.9% reduction in our average stage length in 2013 as compared to 2012.

Other revenue increased by $17.8 million, or 15.1%, from 2012 to 2013, primarily due to a full year of fees from our Express program that we launched in September 2012, which allows guests to select a reserved seat assignment near the front of the cabin, purchase priority boarding and receive other premium privileges.

Operating Expenses


	Year Ended December 31,				Change						Cost per ASM				Change
	2012		2013		Amount			%			2012		2013		%
											(in cents)
Operating expenses (in thousands):
Aircraft fuel	$	537,501	$	507,035	$	(30,466	)		(5.7	)		4.30		4.14		(3.6	)
Aircraft rent		236,800		202,071		(34,729	)		(14.7	)		1.89		1.65		(12.8	)
Salaries, wages and benefits		176,216		196,477		20,261			11.5			1.40		1.61		14.0
Landing fees and other rents		110,165		122,621		12,456			11.3			0.88		1.00		13.8
Sales and marketing		107,136		106,599		(537	)		(0.5	)		0.86		0.87		1.7
Aircraft maintenance		58,934		61,854		2,920			5.0			0.47		0.51		7.3
Depreciation and amortization		11,260		13,963		2,703			24.0			0.09		0.11		26.8
Other operating expenses		126,558		133,177		6,619			5.2			1.01		1.09		7.6

Total operating expenses	$	1,364,570	$	1,343,797	$	(20,773	)		(1.5	)		10.90		10.98		0.7


Operating statistics:
Available seat miles (millions)		12,514		12,243		(271	)		(2.2	)
Average stage length (statute miles)		1,567		1,474		(93	)		(5.9	)
Departures		56,362		58,215		1,853			3.3
CASM (excluding fuel)		6.61		6.83		0.22			3.3
Fuel cost per gallon	$	3.32	$	3.18		(0.14	)		(4.2	)
Fuel gallons consumed (thousands)		161,404		159,326		(2,078	)		(1.3	)
Teammates (FTE)		2,395		2,482		87			3.6

Aircraft fuel

Aircraft fuel expense decreased by $30.5 million, or 5.7%, from 2012 to 2013. The decrease was primarily due to the decline in the fuel cost per gallon and in our fuel consumption. Fuel cost declined from $3.33 per gallon in 2012 to $3.18 per gallon in 2013, or 4.2%, and our fuel gallons consumed also declined by 1.3%, primarily due to our reduction in available seat miles.

Aircraft rent

Aircraft rent expense decreased by $34.7 million, or 14.7%, from 2012 to 2013 as a result of our aircraft lease amendments entered into in connection with the 2013 Recapitalization. This decrease was partly offset by a full year of rent in 2013 for eight aircraft added to the fleet during 2012, as well as the delivery of one additional aircraft in March 2013.

Salaries, wages and benefits

Salaries, wages and benefits expense increased by $20.3 million, or 11.5%, from 2012 to 2013, primarily due to market and tenure related adjustments and profit sharing for our teammates. In addition, the average number of full-time equivalent teammates increased by 3.6% during 2013, and the average tenure of our teammate population was 3.5 years as of December 31, 2013 as compared to 3.0 years as of December 31, 2012. Salaries, wages and benefits expense in 2013 includes profit sharing expense under our profit sharing program, whereby 15.0% of our pre-profit sharing pre-tax income is paid to our teammates.

Landing fees and other rents

Landing fees and other rents expense increased by $12.5 million, or 11.3%, from 2012 to 2013, primarily due to the addition of our Newark service and the related airport rent, landing fees and slot rental payments. In addition, we also experienced rent increases at some of our major existing airports while landing fee incentives received in 2012 for Philadelphia International Airport (PHL) expired in the second quarter of 2013.

Sales and marketing

Sales and marketing expense remained relatively consistent from 2012 to 2013. During 2013, we received $5.0 million in one-time credits, which consisted of a contract termination payment from a former software system provider and a contractual marketing incentive. These credits were offset by additional expenses commensurate with our revenue growth from 2012 to 2013.

Aircraft maintenance

Aircraft maintenance costs increased by $2.9 million, or 5.0%, from 2012 to 2013, primarily due to an increase in the number of major airframe checks and engine repairs in 2013 as compared to 2012, as well as an increase in rates, which are correlated to aircraft age, under certain of our maintenance-cost-per-hour agreements.

Depreciation and amortization

Depreciation and amortization expense increased by $2.7 million, or 24.0%, from 2012 to 2013, primarily due to depreciation of our new software licenses and aircraft leasehold improvements.

Other operating expenses

Other operating expenses increased by $6.6 million, or 5.2%, from 2012 to 2013, primarily due to our lower utilization and an increase in our data communication costs associated with new software.

Other Income (Expense)

Other income (expense) decreased by $43.2 million, or 38.0%, from 2012 to 2013, primarily due to the $44.8 million reduction in interest expense under our related-party long-term debt as a result of the 2013 Recapitalization, in which we reduced our related-party debt of $687.5 million with stated interest rates ranging from 4.7% to 20% per year to related-party debt with a recorded value of $529.8 million and effective interest rates of 0% to 10% a year.

Income Taxes

The income tax provision associated with our income in 2013 was largely offset by the release of a valuation allowance against the utilization of prior-year NOLs.

2012 Compared to 2011

In 2012, we had a net loss of $145.4 million compared to a net loss of $100.4 million in 2011. Our operating loss increased by $4.3 million, or 15.8%, from 2011 to 2012.

In 2012, we realized a full year of revenue from the 11 aircraft placed in service in 2011 and placed an additional eight aircraft in service in 2012, primarily in the first half of the year. As a result, our operating capacity, as measured by ASMs, increased by 27.0% from 2011 to 2012. With our increased fleet size, we achieved Department of Transportation major carrier status, and we transitioned from a focus on rapid capacity growth to a focus on maximizing the value of our network with growth at a disciplined, measured pace. We entered three new markets during 2012: Philadelphia, Portland and Washington, D.C., and our average fare increased by 3.3% to $195.38. Our interest expense increased due to additional debt added in late 2011 to finance our capacity expansion.

CASM increased from 10.80 cents in 2011 to 10.90 cents in 2012, a 0.9% increase. This was driven primarily by the increase in the number of major airframe checks in 2012 compared to 2011.

In addition, our interest expense increased by $40.5 million from 2011 to 2012, due to the compounding of accrued interest on the majority of our debt and interest on additional related-party debt incurred in late 2011.

Operating Revenues


	Year Ended December 31,						Change
	2011			2012			Amount			%
Operating revenues (in thousands):
Passenger	$	950,933		$	1,215,178		$	264,245			27.8
Other		86,175			117,659			31,484			36.5

Total operating revenues	$	1,037,108		$	1,332,837		$	295,729			28.5


Operating statistics:
Available seat miles (millions)		9,853			12,514			2,661			27.0
Revenue passenger miles (millions)		8,034			9,912			1,878			23.4
Average stage length (statute miles)		1,571			1,567			(4	)		(0.3	)
Load factor		81.5	%		79.2	%		(2.3) pts			—
Total revenue per available seat mile—RASM (cents)		10.53			10.65			0.12			1.1
Yield (in cents)		11.82			12.26			0.44			3.7
Average fare	$	189.05		$	195.38		$	6.33			3.3
Passengers (thousands)		5,030			6,219			1,189			23.6

Passenger revenue increased by $264.2 million, or 27.8%, from 2011 to 2012, primarily due to a 27.0% increase in capacity with the addition of eight new aircraft to the fleet in 2012. RASM increased 1.1% year-over-year as a higher average fare was largely offset by a lower load factor experienced in our new markets in 2012. Airline routes tend to become more profitable as they mature because of increased demand as travelers become aware of the service and repeat business through trial.

Other revenue increased by $31.5 million, or 36.5%, from 2011 to 2012, primarily due to an increase in baggage fees and change fees, both of which increased, due to a higher number of passengers, as well as changes to the fee structure.

Operating Expenses


	Year Ended December 31,				Change						Cost per ASM				Change
	2011		2012		Amount			%			2011		2012		%
											(in cents)
Operating expenses (in thousands):
Aircraft fuel	$	417,815	$	537,501	$	119,686			28.6			4.24		4.30		1.3
Aircraft rent		187,876		236,800		48,924			26.0			1.91		1.89		(0.8	)
Salaries, wages and benefits		138,276		176,216		37,940			27.4			1.40		1.40		0.3
Landing fees and other rents		87,133		110,165		23,032			26.4			0.89		0.88		(0.4	)
Sales and marketing		81,901		107,136		25,235			30.8			0.83		0.86		3.0
Aircraft maintenance		34,596		58,934		24,338			70.3			0.35		0.47		34.1
Depreciation and amortization		10,155		11,260		1,105			10.9			0.10		0.09		(12.7	)
Other operating expenses		106,752		126,558		19,806			18.6			1.08		1.01		(6.7	)

Total operating expenses	$	1,064,504	$	1,364,570	$	300,066			28.2			10.80		10.90		(0.9	)


Operating statistics:
Available seat miles (millions)		9,853		12,514		2,661			27.0
Average stage length (statute miles)		1,571		1,567		(4	)		(0.3	)
Departures		44,696		56,362		11,666			26.1
CASM (excluding fuel)		6.56		6.61		0.05			0.8
Fuel cost per gallon	$	3.24	$	3.32		0.08			2.5
Fuel gallons consumed (thousands)		128,852		161,404		32,552			25.3
Teammates (FTE)		2,002		2,395		393			19.6

Aircraft fuel

Aircraft fuel expense increased by $119.7 million, or 28.6%, from 2011 to 2012. The increase was primarily due to a 25.3% increase in fuel consumption, due to our year-over-year increase in the ASMs and fleet size and, to a lesser extent, an increase of $0.08 in the average cost per gallon in 2012.

Aircraft rent

Aircraft rent expense increased by $48.9 million, or 26.0%, from 2011 to 2012, primarily due to the addition of four leased aircraft in the fourth quarter of 2011 and eight leased aircraft in the first half of 2012. Aircraft rent per ASM remained relatively consistent between 2011 and 2012.

Salaries, wages and benefits

Salaries, wages and benefits expense increased by $37.9 million, or 27.4%, from 2011 to 2012 as we added staff for our increased fleet size and our new markets in Philadelphia, Portland and Washington, D.C. In addition

to our 19.6% increase in full-time equivalent teammates, there were also significant increases in salaries and wages for crew members as a result of the competitive marketplace for talent and increasing seniority of our pilots and inflight teammates.

Landing fees and other rents

Landing fees and other rents expense increased by $23.0 million, or 26.4%, from 2011 to 2012, primarily as a result of a 26.1% increase in departures. The increase in departures was driven in part by the addition of three new destinations during 2012 and rate increases under use and lease agreements at the majority of our destination airports.

Sales and marketing

Sales and marketing expense increased by $25.2 million, or 30.8%, from 2011 to 2012, primarily to support our growth in available seat miles and to build awareness in our new markets, as we increased our fleet from 33 aircraft at the end of 2010 to 52 aircraft at the end of 2012.

Aircraft maintenance

Aircraft maintenance costs increased by $24.3 million, or 70.3%, from 2011 to 2012, primarily due to an increase in the number of major airframe checks in 2012 compared to 2011, as well as an increase in maintenance activity commensurate with a growing fleet.

Depreciation and amortization

Depreciation and amortization expense increased by $1.1 million, or 10.9%, from 2011 to 2012, primarily due to the depreciation of aircraft leasehold improvements for the four additional aircraft placed in service in the fourth quarter of 2011 and the eight additional aircraft placed in service in 2012.

Other operating expenses

Other operating expenses increased by $19.8 million, or 18.6%, from 2011 to 2012, primarily due to growth in capacity. The rate of growth in other operating expenses was lower than our ASM growth due to our ability to leverage fixed overhead expenses across our larger network.

Other Income (Expense)

Interest expense increased by $40.5 million, or 53.6%, from 2011 to 2012, due to the compounding of accrued interest on the majority of our debt and interest on additional related-party debt incurred in late 2011.

Income Taxes

As of December 31, 2012, we had incurred operating losses in all prior years and recorded a full valuation allowance against our net deferred tax assets.

Quarterly Financial Data and Operating Statistics (unaudited)

The following table sets forth our unaudited quarterly condensed consolidated statements of operations data for each of the six quarters ended June 30, 2014. The unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the financial information set forth in those statements. Our historical results are not necessarily indicative of the results to be expected in the future and quarterly results are not indicative of the results expected for a full year.


	Three Months Ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014
	(in thousands, except per share data, unaudited)
Consolidated Statements of Operations Data:
Operating revenues	$	301,332		$	376,074		$	387,345		$	359,927		$	313,390		$	398,845
Operating expenses		316,308			348,202			342,949			336,338			326,521			351,719

Operating income (loss)		(14,976	)		27,872			44,396			23,589			(13,131	)		47,126
Other expense		(31,412	)		(19,023	)		(10,893	)		(9,092	)		(9,174	)		(9,876	)

Net income (loss) before income tax		(46,388	)		8,849			33,503			14,497			(22,305	)		37,250
Income tax expense		—			—			—			317			49			267

Net income (loss)	$	(46,388	)	$	8,849		$	33,503		$	14,180		$	(22,354	)	$	36,983

Net income (loss) per share:
Basic	$	(8.76	)	$	0.65		$	2.45		$	1.04		$	(4.22	)	$	2.70
Diluted		(8.76	)		0.50			1.70			0.72			(4.22	)		1.88
Shares used in per share calculation:
Basic		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895			5,296,895
Diluted		5,296,895			17,689,805			19,667,544			19,667,544			5,296,895			11,289,461
Non-GAAP Financial Data:
EBITDA (1)	$	(11,817	)	$	31,121		$	47,755		$	27,785		$	(9,862	)	$	50,610
EBITDAR (1)		47,201			82,828			93,089			73,797			36,634			96,471

(1)

The following table represents the reconciliation of net income (loss) to EBITDA and EBITDAR for the periods presented below:


	Three Months Ended
	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014
	(in thousands, unaudited)
Reconciliation:
Net income (loss)	$	(46,388	)	$	8,849		$	33,503		$	14,180		$	(22,354	)	$	36,983
Interest expense		31,520			19,108			10,946			9,719			9,915			10,509
Capitalized interest		—			—			—			(534	)		(481	)		(635	)
Interest income		(108	)		(85	)		(53	)		(93	)		(260	)		2
Income tax expense		—			—			—			317			49			267
Depreciation and amortization		3,159			3,249			3,359			4,196			3,269			3,484

EBITDA		(11,817	)		31,121			47,755			27,785			(9,862	)		50,610
Aircraft rent		59,018			51,707			45,334			46,012			46,496			45,861

EBITDAR	$	47,201		$	82,828		$	93,089		$	73,797		$	36,634		$	96,471


		OPERATING STATISTICS

	Three Months Ended
Operating Statistics (1)	March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014
Available seat miles—ASMs (millions)		2,695			3,253			3,243			3,052			2,777			3,202
Departures		12,582			15,130			15,577			14,926			13,825			15,137
Average stage length (statute miles)		1,511			1,510			1,457			1,426			1,406			1,482
Aircraft in service—end of period		52			53			53			53			53			53
Fleet utilization		9.8			11.5			11.2			10.6			10.0			11.3
Passengers (thousands)		1,337			1,730			1,685			1,577			1,479			1,729
Average fare	$	201.18		$	197.07		$	209.09		$	207.33		$	186.73		$	206.81
Yield per passenger mile (cents)		12.9			12.5			13.5			13.6			12.6			13.2
Revenue passenger miles—RPMs (millions)		2,082			2,723			2,612			2,397			2,199			2,719
Load factor		77.3	%		83.7	%		80.5	%		78.5	%		79.2	%		84.9	%
Passenger revenue per available seat mile—PRASM (cents)		10.0			10.5			10.9			10.7			9.9			11.2
Total revenue per available seat mile—RASM (cents)		11.2			11.6			11.9			11.8			11.3			12.5
Cost per available seat mile— CASM (cents)		11.7			10.7			10.6			11.0			11.8			11.0
CASM, excluding fuel (cents)		7.4			6.6			6.5			6.9			7.6			6.9
Fuel cost per gallon	$	3.36		$	3.13		$	3.13		$	3.15		$	3.17		$	3.11
Fuel gallons consumed (thousands)		34,724			42,642			42,443			39,516			36,547			42,281
Teammates (FTE)		2,255			2,375			2,376			2,482			2,426			2,500

(1)	See “Glossary of Airlines Terms” elsewhere in this prospectus for definitions of terms used in this table.

Liquidity and Capital Resources

As of June 30, 2014, our principal sources of liquidity were cash and cash equivalents of $180.0 million. In addition, we had restricted cash of $14.5 million as of June 30, 2014. Restricted cash primarily represents cash collateral securing our letters of credit for airport facility leases.

Primary uses of liquidity are for working capital needs, capital expenditures, aircraft pre-delivery payments and maintenance reserve deposits. As of June 30, 2014, we had $798.9 million of long-term debt, of which $719.4 million was related-party debt. In addition, on April 4, 2014, we entered into a five-year term loan credit facility for $40.0 million to finance airport slot purchases. This loan was funded in two tranches in April and May 2014. Principal is repayable in full at the end of five years. We accrue interest on this loan at a variable rate based on LIBOR and pay quarterly in arrears.

Currently our single largest capital expense is the acquisition cost of our aircraft. To conserve our capital, we operate all of our 53 aircraft under operating leases. Pre-delivery payments, or PDPs, relating to future deliveries under our agreement with Airbus, are required at various times prior to each aircraft’s delivery date. As of June 30, 2014, we had $78.3 million of PDPs held by Airbus, $39.5 million of which were financed by a third party. Committed expenditures for ten future aircraft deliveries between July 2015 and June 2016, separately sourced spare engines and related aircraft equipment, including estimated amounts for contractual price escalations and PDPs, will total approximately $470.4 million in 2014 through 2016. We believe that commercially available financing and our cash resources will be sufficient to satisfy these purchase commitments. Our intention is to finance the aircraft on order through a mix of operating lease financing and debt financing. For six out of the next ten aircraft deliveries, we have obtained a manufacturer back-stop debt-financing commitment, which we presently do not expect to utilize. We do not have financing commitments in place for the remaining 30 Airbus aircraft orders scheduled for delivery between 2020 and 2022. If we ultimately exercise our cancellation rights for up to 30 aircraft, we would incur a loss of deposits and credits of up to $26.0 million as a cancellation fee.

In addition to funding the acquisition of our future fleet, we are required to make maintenance reserve payments to our lessors for of our current fleet. Qualifying payments that are expected to be recovered from lessors are recorded as aircraft maintenance deposits in our consolidated balance sheets. Maintenance reserves are paid to aircraft lessors and are held as collateral in advance of our performance of major maintenance activities. In 2013 and in the first six months of 2014, we made $54.1 million and $32.9 million maintenance deposit payments to our lessors. We received $5.3 million in 2013 and $1.6 million in the first six months of 2014 of maintenance reimbursements, due to qualifying maintenance events taking place during the respective periods. In addition, as a result of the lease amendments in 2013, we are entitled to Lease Rebates either to base rent or maintenance deposits on a monthly basis. We received $8.4 million and $5.3 million in maintenance deposit rebates from our lessors in 2013 and in the first six months of 2014, which are treated as reductions to maintenance deposits on our consolidated balance sheets when earned.

In connection with various lease amendments entered into with our aircraft lessors in 2013, we are entitled to Lease Rebates on a monthly basis. Payment of future Lease Rebates are contingent on us maintaining $75.0 million of unrestricted cash and cash equivalents as of the last day of each month. Under the amended lease agreements, we are obligated to refund 25.0% of substantially all the Lease Rebates from monthly base rent received through December 31, 2016 in the first quarter of 2017 or on a pro-rata basis with any debt repayment occurring prior to the first quarter of 2017. As of June 30, 2014, the aggregate amount of lease rebates earned was $29.7 million, net of $7.2 million recorded as a payable to the lessors.

We expect to meet our obligations as they become due through available cash, internally generated funds from our operating cash flows, supplemented by financing activities as necessary and as they may become available to us. However, we cannot predict what the effect on our business and financial position might be from the extremely competitive environment in which we operate or from events beyond our control, such as volatile fuel prices, economic conditions, weather-related disruptions, the impact of airline bankruptcies, restructurings or consolidations, U.S. military actions or acts of terrorism. We believe the working capital available to us will be sufficient to meet our cash requirements for at least the next 12 months.

Cash Flows

The following table presents information regarding our cash flows in 2011, 2012 and 2013 and the six months ended June 30, 2013 and 2014:


	Year Ended December 31									Six Months Ended June 30,
	2011			2012			2013			2013			2014
	(in thousands)
										(unaudited)
Net cash provided (used in) by operating activities	$	(28,971	)	$	(50,645	)	$	50,603		$	8,976		$	25,059
Net cash used in investing activities		(38,578	)		(27,184	)		(41,996	)		(9,228	)		(40,252	)
Net cash provided by (used in) financing activities		197,460			(5,968	)		71,034			72,392			39,514
Net increase in cash and cash equivalents		129,911			(83,797	)		79,641			72,140			24,321
Cash and cash equivalents, end of period		159,815			76,018			155,659			148,158			179,980

Net Cash Flow Provided By (Used In) Operating Activities

During the six months ended June 30, 2014, net cash flow provided by operating activities was $25.1 million. We had net income of $14.6 million adjusted for the following non-cash items: paid in-kind interest expense of $11.5 million and depreciation and amortization of $6.8 million. We increased our maintenance deposits by $20.1 million, primarily due to our reserve payments for future maintenance events. Air traffic liability, net of credit card holdbacks, contributed $17.3 million of cash flow, primarily due to a $23.0 million additional advance payment from our new co-branded credit card partner in January 2014, offset in part by the timing of credit card settlements. Other non-current assets increased by $14.3 million primarily due to expensing rent faster than our cash payments. Our accounts payable increased by $10.0 million primarily due to the timing of our payments.

During the six months ended June 30, 2013, net cash flow provided by operating activities was $9.0 million. We had a net loss of $37.5 million adjusted for the following non-cash items: paid-in kind interest expense of $42.2 million and depreciation and amortization of $6.4 million. Credit card holdbacks, net of air traffic liability, used $6.5 million of cash, primarily due to the timing of settlement of credit card transactions and reconciliation of our holdback. Other current liabilities increased by $18.7 million, primarily due to our increased capacity as we launched service to three new destinations in April and May of 2013. We increased our maintenance deposits by $17.1 million, primarily due to our reserve payments for future maintenance events.

During 2013, net cash flow provided by operating activities was $50.6 million. We had net income of $10.1 million adjusted for the following non-cash items: paid in-kind interest expense of $54.3 million and depreciation and amortization of $14.0 million. We increased our maintenance deposits by $38.1 million and reduced other non-current liabilities by $8.5 million, primarily due to our aircraft lease amendments entered into in connection with the 2013 Recapitalization. Air traffic liability, net of credit card holdbacks, contributed $17.8 million of cash flow, primarily due to a $10.0 million advance payment received from our new co-branded credit card partner, increased credit card points deferrals and the timing of receipt of credit card settlements. Other current liabilities increased by $10.6 million, primarily due to the growth of our business, including the addition of three new airports, timing of payments and salary and wage increases.

During 2012, net cash flow used in operating activities was $50.6 million. We had a net loss of $145.4 million adjusted for the following non-cash items: paid-in-kind interest expense of $99.1 million and depreciation and amortization of $11.3 million. During 2012, we added eight additional aircraft to our fleet, which, combined with required payments under our existing leases, resulted in increased maintenance deposits of $33.6 million. Our air traffic liability and credit card holdbacks contributed $15.6 million to our cash flow, primarily as a result of a reduction in the holdback percentage by one of our credit card processors, our 18.2% increase in fleet size, a 3.3% increase in average fare and, to a lesser extent, the timing of our credit card settlements.

During 2011, net cash flow used in operating activities was $29.0 million. We had a net loss of $100.4 million adjusted for the following non-cash items: paid-in-kind interest expense of $67.7 million, depreciation and amortization of $10.2 million and unrealized losses on fuel derivative instruments of $7.7 million. Credit card holdbacks, net of air traffic liability used $12.4 million of cash, primarily because we replaced a $30.0 million letter of credit provided by the Virgin Group with additional holdback with our processors, offset in part by a reduction in the holdback percentage by one of our credit card processors. The remaining increase in credit card holdbacks and the increase in air traffic liability were primarily due to the 33.3% increase in our fleet size relative to 2010, a 12.7% increase in average fare and, to a lesser extent, the timing of settlement of credit card transactions and the release of holdbacks by our processors. Aircraft maintenance deposits increased by $21.8 million, primarily due to required maintenance reserve payments under our aircraft leases. Prepaid expenses and other assets decreased by $13.5 million, primarily due to settlement of fuel derivative contracts. Other current liabilities increased by $10.6 million, primarily due to our growth and, to a lesser extent, the timing of our payments.

Net Cash Flows Used In Investing Activities

During the six months ended June 30, 2014, net cash flow used in investing activities was $40.3 million. We invested $31.1 million in domestic airport operating rights, flight equipment and software and made $9.2 million in pre-delivery payments for our aircraft scheduled to be delivered in 2015 and 2016.

During the six months ended June 30, 2013, net cash flow used in investing activities was $9.2 million, primarily due to investment in equipment and software.

During 2013, net cash flow used in investing activities was $42.0 million. We invested $27.0 million in domestic airport operating rights, and $15.0 million in equipment, software, and aircraft improvements to improve our fleet efficiency and to comply with FAA requirements.

During 2012, net cash flow used in investing activities was $27.2 million. We made pre-delivery payments of $19.2 million in cash for future aircraft deliveries. We also invested $8.0 million for the purchase of equipment for our new leased aircraft placed in service during the year.

During 2011, net cash flow used in investing activities was $38.6 million. We invested primarily in equipment for 11 new leased aircraft we added to our fleet and to a lesser extent in our airport facilities in San Francisco and Chicago. We also implemented the Sabre reservations software system.

Net Cash Flows Provided By (Used In) Financing Activities

Cash flow provided by financing activities was $39.5 million in the six months ended June 30, 2014 primarily as a result of our April 2014 credit facility to purchase domestic airport operating rights.

Cash flow provided by financing activities was $72.4 million in the six months ended June 30, 2013, primarily due to the issuance of debt in connection with our 2013 Recapitalization offset, in part, by principal repayments on our third-party debt and capital lease obligations.

During 2013, net cash flow provided by financing activities was $71.0 million, primarily as a result of our related-party debt issuance of $75.0 million in connection with the 2013 Recapitalization.

During 2012, net cash flow used in financing activities was $6.0 million, which represents principal repayments on our third-party debt and capital lease obligations.

During 2011, net cash flow provided by financing activities was $197.5 million, primarily as a result of our related-party debt and warrant issuance of $216.0 million, offset in part by $18.5 million in repayments of debt obligations.

Commitments and Contractual Obligations

The following table presents aggregate information about our contractual payment commitments as of December 31, 2013 and the periods in which payments are due (in thousands):


	Total		Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Long-term debt including related-party (1)	$	747,431	$	—	$	747,431	$	—	$	—
Aircraft and engine purchases (2)		427,280		31,131		396,149		—		—
Aircraft and engine leases (3)		1,709,345		228,458		437,726		386,606		656,555
Maintenance deposits (4)		107,807		9,686		19,520		20,958		57,643
Other leases (5)		105,839		18,542		32,810		25,296		29,191

	$	3,097,702	$	287,817	$	1,633,636	$	432,860	$	743,389

The following information summarizes our pro forma contractual payment commitments as of December 31, 2013 under the new terms of the expected 2014 Recapitalization (in thousands):


Pro forma as adjusted total balances (6)	$	2,479,733	$	262,654	$	950,830	$	432,860	$	833,389

(1)	Includes accrued interest.

(2)	Represents non-cancelable contractual payment commitments for aircraft and engines.

(3)	Represents future minimum lease payments under non-cancelable operating leases with initial terms in excess of one year, including renewal payments for signed lease extensions and excluding lease rebates.

(4)	Represents the fixed portion of supplemental rent under lessor contracts for maintenance reserve payment commitments; excludes variable future amounts that will be based on actual flight hours.

(5)	Represents future minimum lease payments under non-cancelable building, airport station and equipment leases.

(6)

Total pro forma commitments reflect adjustments to the “Long-term debt including related party” category in the table above to reflect the effects of the 2014 Recapitalization including (a) the issuance of a $50.0 million related-party Post-IPO Note to be held by the Virgin Group that will be recorded on the consolidated balance sheet at its estimated fair value of $29.5 million; (b) the extinguishment of all Related-Party Notes; and (c) the new $40.0 million term loan credit facility. The pro forma as adjusted commitments, excludes a 5.0% annual commitment fee and a 0.48% annual maintenance fee related to a $100.0 million letter of credit facility because the facility is cancellable at any time, provided that we otherwise satisfy the related holdback requirement;

The table above does not include our commitment to pay royalties to the Virgin Group pursuant to amended and restated license agreements related to our use of the Virgin name and brand. For more information, see “Certain Relationships and Related Transactions—Virgin License Agreements” elsewhere in this prospectus.

On April 4, 2014, we entered into a five-year term loan credit facility for $40.0 million to finance airport slot purchases with principal repayable in full at maturity. Amounts borrowed under this term loan accrue interest at a rate of LIBOR plus 3.5%, provided that LIBOR is not less than 1.0%, or, a comparable alternative rate based on other interest rate indices. Interest is payable quarterly in arrears. The term loan requires compliance with certain covenants including semi-annual third-party slot appraisal valuation requirements.

We intend to enter into the 2014 Recapitalization Agreement with the Virgin Group and Cyrus Capital that would provide for the disposition of all of the outstanding Related-Party Notes, all outstanding Related-Party Warrants and the conversion of each share of outstanding convertible preferred stock and common stock of various classes into one share of common stock. The 2014 Recapitalization Agreement would also provide for the issuance of a new note with a principal amount of $50.0 million and a $100.0 million letter of credit facility. For more information, see “2014 Recapitalization” elsewhere this prospectus.

Certain of our aircraft operating leases and debt instruments include certain financial covenants and cross-default provisions. As of June 30, 2014, we were in compliance with all covenants under these agreements.

Off-Balance Sheet Arrangements

We have significant obligations for aircraft that are classified as operating leases and therefore are not reflected in our consolidated balance sheets. As of June 30, 2014, all 53 aircraft in our fleet were subject to operating leases. These leases expire between 2015 and 2025. Aircraft rent expense related to operating leases were $187.9 million, $236.8 million and $202.1 million in 2011, 2012 and 2013, including expense of $18.3 million, $15.5 million and $3.0 million in 2011, 2012 and 2013, for supplemental rent for maintenance related reserves as required by our lessors. For the six months ended June 30, 2013 and 2014, aircraft rent expense was $110.7 million and $92.4 million.

Our contractual purchase commitments consist primarily of aircraft and spare engine acquisitions through manufacturers and aircraft leasing companies. Our firm aircraft order consists of ten aircraft scheduled for delivery between July 2015 and June 2016. Committed expenditures for these aircraft and related flight equipment, including estimated amounts for contractual price escalations and pre-delivery payment commitments, will be approximately $6.0 million in 2014, $233.7 million in 2015 and $230.7 million in 2016.

In connection with the 2014 Recapitalization Agreement, we anticipate that the Virgin Group will arrange for a $100.0 million letter of credit facility, which we refer to in this prospectus as the “Letter of Credit Facility,” to be issued on our behalf to certain companies that process substantially all of our credit card transactions, which will allow these companies to release approximately $100.0 million of cash collateral to us. We anticipate that the Letter of Credit Facility will contain an annual commitment fee of 5.0% payable by us to the Virgin Group, and that the Virgin Group will cause this Letter of Credit Facility to be provided for a period of five years from the date of this offering. In addition, we would also be responsible for annual fees associated with the issuance and maintenance of the Letter of Credit Facility. The Letter of Credit Facility would only become an obligation of ours if one or both of our credit card processors were to draw on the Letter of Credit Facility. In addition, we will be restricted from incurring any future secured indebtedness related to our assets that would be unencumbered after the consummation of the transactions contemplated by the 2014 Recapitalization Agreement unless our guaranty obligations to the Virgin Group are secured on a pari passu basis with such secured debt. The Letter of Credit Facility will be reduced or terminated to the extent that collateral requirements are decreased or eliminated by our credit card transaction processors. For more information, see “2014 Recapitalization” elsewhere in this prospectus.

We have also made certain guarantees and indemnities to other unrelated parties that are not reflected on our consolidated balance sheets which we believe will not have a significant impact on our results of operations, financial condition or cash flows.

We have no other off-balance sheet arrangements.

Quantitative and Qualitative Disclosure About Market Risk

We are subject to market risks in the ordinary course of our business. These risks include commodity price risk, specifically with respect to aircraft fuel, as well as interest rate risk. The adverse effects of changes in these markets could pose a potential loss as discussed below. The sensitivity analysis provided does not consider the effects that such adverse changes may have on overall economic activity, nor does it consider additional actions we may take to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel. Our results of operations can vary materially, due to changes in the price and availability of aircraft fuel and are also impacted by the number of aircraft in use and the number of flights we operate. Aircraft fuel expense for the years ended December 31, 2011, 2012 and 2013 and the six months ended June 30, 2014

represented approximately 39.2%, 39.4%, 37.7% and 36.5% of our operating expenses. Increases in aircraft fuel prices or a shortage of supply could have a material adverse effect on our operations and results of operations. Based on December 2013 aircraft fuel market prices and our projected 2014 fuel consumption, a 10% increase in the average price per gallon would increase our annual aircraft fuel expense, net of our hedge portfolio, by approximately $40.5 million. To manage economic risks associated with the fluctuations of aircraft fuel prices, we periodically enter into FFPs, call options for crude oil and collar contracts for heating oil. As of June 30, 2014, we had entered into fuel derivative contracts and FFPs covering approximately 34% of our forecasted aircraft fuel requirements for the next twelve months, with all of our then existing fuel hedge contracts expected to settle by the end of the second quarter of 2015.

The fair value of our fuel derivative contracts as of December 31, 2012 and 2013 and June 30, 2014 was a net asset of $1.2 million, $2.4 million and $0.6 million. As of June 30, 2014, the fair value of our fuel derivative contracts was a net liability of $1.4 million. We measure our fuel derivative instruments at fair value, which is determined using standard option valuation models that use observable market inputs including contractual terms, market prices, yield curves, fuel price curves and measures of volatility. Changes in the related commodity derivative instrument cash flows may change by more or less than the fair value based on further fluctuations in futures prices. Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the agreements. As of June 30, 2014, we believe the credit exposure related to these fuel forward contracts was minimal and do not expect the counterparties to fail to meet their obligations.

Interest Rates. We are subject to market risk associated with changing interest rates, due to LIBOR-based interest rates on an applicable portion of our aircraft pre-delivery payments loan. A hypothetical 10% change in LIBOR in 2013 and the first six months of 2014 would have had an immaterial effect on total interest expense in 2013 and the first six months of 2014.

Our long-term debt consists of fixed rate notes payable. A hypothetical 10% change in market interest rates as of December 31, 2013 and June 30, 2014 would have no effect on our interest expense but would reduce the fair value of our fixed-rate related-party debt instruments by $15.7 million and $13.5 million.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board, or the FASB, issued an accounting standard update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the statement of financial position or that are subject to enforceable master netting arrangements or similar agreements. In January 2013, the FASB issued an accounting standard update that limited the scope of the previous update issued in December 2011 and its new balance sheet offsetting disclosure requirements to derivatives. The accounting standard updates became effective for us as of January 1, 2013. As a result of the application of the accounting standard updates, we have provided additional disclosure in Note 6—Financial Derivative Instruments and Risk Management.

In July 2012, the FASB issued an accounting standard update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing companies with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standard update became effective for us as of January 1, 2013, and its adoption did not have any impact on our consolidated financial statements.

In February 2013, the FASB issued an accounting standard update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard became effective for us as of January 1, 2013. As a result of the application of this accounting standard update, we have provided additional disclosures in the consolidated statements of other comprehensive income.

In July 2013, the FASB issued an accounting standard update that provides guidance on the financial statement presentation of unrecognized tax benefits when a NOL carryforward or a tax credit carryforward exists. Under the new standard update, unrecognized tax benefits related to NOLs or tax credit carryforwards are to be presented in the financial statements as a reduction to a deferred tax asset. This accounting standard became effective for us as of January 1, 2014. The adoption of the accounting standard update did not have a material impact on our consolidated financial statements.

In May 2014, the FASB and IASB jointly issued a comprehensive new revenue recognition standard that will replace most existing revenue recognition standards under U.S. GAAP and International Financial Reporting Standards. The new standard will require us to recognize revenue when goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. As a result, we will need to use more judgments and estimates to determine when and how revenue is recognized than U.S. GAAP currently requires. The new standard will become effective for us on January 1, 2017. We are currently evaluating the impact of the adoption of the accounting standards on our financial statements.

In June 2014, the FASB issued an accounting standards update that provides guidance on accounting for share-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard provides guidance that this performance target should not be included in the estimate of the award’s grant date fair value. The standard requires compensation cost to be recognized over the required service period, if it is probable that the service condition will be achieved. This guidance will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. We do not expect this accounting standards update to have a material impact on our consolidated financial statements.

INDUSTRY BACKGROUND

The airline industry in the United States has changed dramatically since 2001. The events of September 11, 2001 and the economic recession in the United States that followed resulted in significant losses for the airline industry. In addition, the cost of jet fuel increased from a low of $0.28 per gallon in the late 1990s to a high of $4.81 per gallon in 2008. Airlines were unable to increase the price of tickets enough to offset this increase in the cost of jet fuel. These conditions led to significant losses within the industry, bankruptcy restructurings and some airline failures. Some airlines that restructured through bankruptcy were able to reduce high labor costs, decrease debt, modify or terminate pension plans and generally reduce their cost structure. This period of restructuring also led to extensive consolidation within the industry. Since 2008, four large mergers have reshaped the domestic landscape: Delta Air Lines combined with Northwest Airlines, United Airlines combined with Continental Airlines, Southwest Airlines acquired AirTran Airways and American Airlines combined with US Airways. Together, these four airlines controlled over 80% of the capacity and traffic within the U.S. domestic airline industry in 2013.

The industry has also demonstrated significant capacity constraint over the past several years. According to the Bureau of Transportation Statistics, or BTS, U.S. annual domestic capacity growth has been 1.1%, 0.3% and 1.5% for 2011, 2012 and 2013. In each of these years, U.S. airlines also had a cumulative passenger load factor of approximately 83%. Carriers were able to increase air fares by better matching capacity with demand. According to the BTS, the average domestic air fare has climbed from $319.85 in the fourth quarter of 2009 to $381.05 in the fourth quarter of 2013. Strong revenue performance from capacity discipline combined with consolidation has led to improved financial performance within the domestic airline industry.

U.S. airlines can broadly be divided into legacy airlines and “low-cost carriers,” or “LCCs.” The legacy airlines, including United Airlines, Delta Air Lines and American Airlines, have traditionally operated a hub-and-spoke system which permits travelers to fly from a given point of origin to more destinations with only one connecting flight and without switching airlines. Hub airports permit airlines to transport passengers between large numbers of destinations more efficiently than by serving each route directly. However, while hub-and-spoke systems result in low marginal costs for each additional passenger, they also result in high fixed costs. The costs incurred by legacy airlines to provide the number of gates, runways and maintenance facilities needed to support a hub-and-spoke operation are higher than those of most LCCs. Aircraft schedules at legacy airlines also tend to be inefficient to meet the requirements of connecting banks of flights in hubs, resulting in lower aircraft utilization and crew productivity. Serving a large number of markets of different sizes typically requires multiple fleet types along with the related complexities and additional costs in crew training and maintenance. Additionally, legacy airlines pay fees to contract with regional airlines that fly short-haul jets and turbo-prop aircraft into the legacy airlines’ hub airports from smaller cities, which tends to increase unit costs due to the higher operating expenses of aircraft operated by regional airlines.

In contrast, the LCC model focuses on operating a more simplified operation, providing point-to-point service in large and medium-sized markets without the high fixed investments required for a hub-and-spoke system. The lower cost structure of LCCs permits them to offer flights to and from many of the same markets as the major airlines at lower prices, though LCCs often serve major markets through secondary, lower-cost airports in the same region. LCCs typically fly direct, point-to-point flights, which enables improved aircraft and crew scheduling efficiency. Many LCCs provide only a single class of service, thereby avoiding the incremental cost of offering premium-class services. Finally, LCCs tend to operate fleets with very few aircraft families in order to maximize the utilization of flight crews across the fleet, to improve aircraft scheduling flexibility and to minimize inventory and aircraft maintenance costs. The major U.S.-based airlines that define themselves as LCCs include Southwest Airlines, JetBlue Airways, Spirit Airlines, Allegiant Travel Company and Frontier Airlines.

We believe that Virgin America represents a new breed of LCC. While we share many of the low cost structure characteristics of other LCCs such as point-to-point service and a single aircraft family fleet, we target

primary airports and offer a premium travel experience across three classes of service. This business model also enables us to compete effectively with other LCCs by generating higher stage-length adjusted revenue per available seat mile, or RASM, but at a stage-length adjusted cost per available seat mile, or CASM, competitive with that of other LCCs and lower than that of legacy airlines. We believe that we can effectively compete with both legacy airlines and other LCCs in our business and leisure travel markets because of our premium product, brand recognition and competitive cost structure.

BUSINESS

Overview

Virgin America is a premium-branded, low-cost airline based in California that provides scheduled air travel in the continental United States and Mexico. We were incorporated in the state of Delaware in 2004 as Best Air Holdings, Inc., and we changed our name to Virgin America Inc. in November 2005. We operate primarily from our focus cities of Los Angeles and San Francisco to other major business and leisure destinations in North America. We provide a distinctive offering for our passengers, whom we call guests, that is centered around our brand and our premium travel experience, while at the same time maintaining a low-cost structure through our point-to-point network and high utilization of our efficient, single fleet type. Our distinctive business model allows us to offer a product that is attractive to guests who historically favored legacy airlines but at a lower cost than that of legacy airlines. This business model also enables us to compete effectively with other low-cost carriers, or LCCs, by generating higher stage-length adjusted revenue per available seat mile, or RASM, but at a stage-length adjusted cost per available seat mile, or CASM, competitive with that of other LCCs. As of June 30, 2014, we provided service to 21 airports in the United States and Mexico with a fleet of 53 narrow-body aircraft.

The Virgin America Business Model

We believe our business model, which combines a premium product and guest experience with a competitive cost structure, is distinctive within the domestic airline industry. We seek to achieve higher RASM than that of any other LCC, while maintaining a cost structure lower than that of the legacy airlines and competitive with that of other LCCs.

Our Product

We believe that our service is highly differentiated from that of our competitors. Our cabins have a distinctive appearance through innovative design and use of technology. We employ special mood lighting within our cabins that we designed to create a calming, low-stress environment for our guests. We have installed custom-designed leather seats throughout our cabin that are tailored to provide comfort, especially on our long-haul flights. We were the first airline to offer inflight wireless internet access across our entire fleet, and we also provide electrical power outlets adjacent to every seat. Unlike legacy carriers, which offer certain services on a variety of aircraft types and subcontract some flying to regional airlines, our service, which we believe remains highly differentiated, remains consistent throughout our fleet and on every flight. We believe that it would be significantly more difficult for legacy airlines to achieve our level of product consistency because of their multiple fleet types.

All of our guests have access to our Red inflight entertainment system. The Red system allows each guest to customize his or her inflight experience through a host of entertainment options, including 17 channels of free live television and six pre-recorded channels, on-demand current movies and premium television programs, a free music library with approximately 3,000 MP-3 files from which each guest can create customized playlists, interactive video games and moving map technology that allows guests to track their flights’ progress. A key component of Red is our on-demand food and beverage ordering system. Guests can order and pay for high-quality food or beverage items for themselves or for other guests during the flight through the Red system, and our inflight teammates promptly deliver the order. The Red system also features a seat-to-seat chat function which allows guests to message passengers in other seats or send a drink or menu item to another guest. These features provide a distinctive experience for guests to interact during their flight.

Our teammates are a key element of our product. We have a highly engaged workforce that strives to provide a high degree of service and friendliness to our guests both at the airport and in flight. We heavily emphasize our service standards with our teammates through training and education programs and monetary incentives related to operational performance and guest surveys.

Within the cabin, we offer three levels of service: First Class, Main Cabin Select, which is our premium economy product, and Main Cabin. Some highlights of our service levels include the following:

First Class:

•

Exclusive, eight-seat cabin with a dedicated inflight teammate to provide a high level of attention and service;

•

Custom-designed 165 degree reclining leather seat with massage functions;

•

55 inches of pitch between rows—one of the most spacious First Class configurations in the U.S. domestic market;

•

Complimentary gourmet meals and alcoholic and non-alcoholic beverages with linen table service;

•

Individual Red inflight entertainment system;

•

Unlimited complimentary on-demand movies and premium television programs;

•

Complimentary live television;

•

Two free checked bags; and

•

Priority boarding and priority security access.

Main Cabin Select:

•

38 inches of pitch, providing generous leg room;

•

Individual Red inflight entertainment system at every seatback;

•

Complimentary on-demand movies and premium television programs on our Red inflight entertainment system;

•

Complimentary live television;

•

Complimentary Main Cabin meals, snacks and alcoholic and non-alcoholic beverages;

•

One free checked bag; and

•

Priority boarding and priority security access.

Main Cabin:

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32 or 33 inches of pitch—one of the most spacious economy configurations in the U.S. domestic market;

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Individual Red inflight entertainment system at every seatback;

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Complimentary live television;

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Power outlets adjacent to every seat;

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On-demand movies and premium television programs available for purchase;

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A variety of fresh meals, snacks and alcoholic and premium non-alcoholic beverage offerings available for purchase on demand;

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Complimentary non-alcoholic beverages; and

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The ability to purchase reserved seating near the front of the Main Cabin, priority boarding and priority security access with our Express product.

Our Cost Structure

We employ disciplined strategies to maintain a competitive cost structure. Our CASM was 10.98 cents in 2013. On a stage-length adjusted basis, our CASM was competitive with that of LCCs and below that of legacy airlines. Key components of our low cost structure include the following:

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Operating a modern, fuel-efficient single-aircraft fleet type of Airbus A320-family aircraft, with an average age of approximately five years as of June 30, 2014, resulting in lower maintenance costs and common flight crew training across the entire fleet;

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High aircraft utilization, which averaged 10.8 hours per aircraft day during 2013;

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Point-to-point operations, avoiding the complexities and inefficiencies of a hub-and-spoke system;

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Our productive and engaged workforce;

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The strategic use of outsourcing for non-core activities, such as certain airport ground handling functions, many maintenance functions and call center activities; and

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Lean overhead structure in information technology, finance, human resources and planning that is scalable and can be leveraged as we continue to grow.

The productivity of our workforce contributes significantly to our competitive cost structure. Our long-haul network provides a naturally efficient environment for crew scheduling, and we believe that our teammates are highly productive as a result. We believe that this high degree of productivity benefits our flight crews by reducing unproductive time.

While we maintain our focus on costs, we have chosen to invest in certain areas of our product that we believe support our high RASM strategy. These areas include:

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Configuring our First Class and Main Cabin seating capacity with lower density than most airlines. Our Airbus A320 aircraft are configured with 146-149 seats, and our Airbus A319 aircraft are configured with 119 seats.

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Providing a premium travel experience favored by business travelers, including inflight entertainment options, an enhanced cabin with custom leather seats, inflight wireless internet and power outlets adjacent to every seat.

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Focusing on serving primary airports that provide convenience for business travelers but that generally have higher costs than alternative, secondary airports.

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Maintaining a distribution strategy through multiple channels, including global distribution systems, or GDS, and corporate agencies that frequent business travelers value.

This business model enables us to compete effectively with other low-cost carriers, or LCCs, by generating higher stage-length adjusted RASM but at a stage-length adjusted CASM competitive with that of other LCCs and lower than that of legacy airlines.

Our Competitive Strengths

We believe the following strengths allow us to compete successfully in the U.S. airline industry:

our First Class cabin has an exclusive feel with a dedicated attendant providing a personal level of service. Unlike many other airlines, we do not provide complimentary upgrades to First Class, enhancing the exclusivity of this product. In addition to more leg room, which is a standard feature of most premium economy products, we offer additional features within Main Cabin Select, such as complimentary on-demand current-run movies, premium television programs, premium beverages and Main Cabin meals and snacks. We have differentiated our product in all three classes of service as compared to other domestic airlines, leading to a travel experience that can only be found on Virgin America.

Our Growth Strategy

Maintain Competitive Unit Operating Costs. We are highly focused on maintaining competitive unit operating costs. We expect to realize economies of scale as we continue to grow by leveraging our distribution, marketing and technology costs across our platform and by better utilizing our facilities and ground assets across a larger network. Our fleet is 100% financed by operating leases, of which 26 leases will expire between 2015 and 2022. As our leases expire, we expect to have the opportunity to lower our costs by renewing at lower lease rates or by opportunistically replacing these aircraft with new Airbus A320-family aircraft with lower operation costs sourced in the open market. In addition, we expect our cost structure will continue to benefit from our highly productive and flexible workforce as we grow our fleet and network.

high-end leisure travelers. We consider guests who book within 14 days of departure as business travelers. Using this as a measure, we believe that approximately 30% of our guests in 2013 were business travelers, representing approximately 40% of our revenue in 2013.

Continue to Enhance Our Product and Guest Experience. We believe our guest experience is unique in the industry and revolves around our teammates’ focus on guest service, extensive entertainment options, compelling passenger comfort features and an association with our brand that would be difficult to replicate. We nevertheless are continually developing new enhancements to our product. For example, in early 2014, we further expanded our First Class food service on selected flights to include enhanced gourmet food offerings and linen service. In the second quarter of 2014, we launched a redesigned version of the Virgin America website, enhancing the ease of use and functionality as well as providing a more customized experience for our guests. In 2015, we plan to upgrade the monitors within our inflight entertainment system to include a “swipe” touch capability, similar to that found on many modern personal electronic devices. This upgrade will include a redesign of the software behind our industry-leading Red inflight entertainment system, allowing for future software features. Additionally, we continually analyze new technologies for longer-term enhancements to our fleet, inflight product and airport experience.

Route Network

LOGO

based on the financial performance of our markets, and we discontinue service in markets where we determine that long-term profitability is not likely to meet our expectations.

Our future network plans include growing from our focus cities of Los Angeles and San Francisco to other major markets in North America. By continuing to add destinations in select markets from Los Angeles and San Francisco, we can leverage our existing base of loyal guests and grow our share of revenue within these focus cities while also expanding our customer base as we gain new guests in these markets. We also plan to add service from DAL to LGA and DCA. We believe this DAL opportunity will further diversify our route network and provide growth into strategic airports that are limited by regulation.

Commercial Partnerships

We have codeshare and interline partnership agreements with a number of other high-quality airlines to support our revenue strategy. Our codeshare relationships provide for cross-selling of seamless connecting itineraries from our partners’ international and domestic flights onto our network and, in some instances, also provide for frequent-flyer reciprocity whereby guests can earn and use reward travel on both airlines. Los Angeles and San Francisco are gateways to the U.S. mainland from Asian and trans-Pacific destinations, as well as Hawaii, and our domestic network from these cities provides a natural extension for our codeshare partners. We currently have codeshare partnerships with Singapore Airlines, Hawaiian Airlines and Virgin Australia, and we plan to add additional codeshare partners in the future, focusing on Asia/Pacific partnership opportunities. We also have interline agreements with 28 additional airlines. Interline agreements allow guests to create itineraries connecting from one airline to another but are more limited in scope than codeshare agreements. Our commercial partnerships contribute to our RASM growth by adding incremental international and domestic guests and revenue and by providing international network opportunities to our existing guests.

Ancillary Revenue

While some of our product features are included in our base pricing, we have unbundled certain ancillary features that our guests separately value. Major ancillary revenue products include checked baggage fees, ticket change fees and our Express product providing reserved seating near the front of the Main Cabin, priority boarding and security access. Guests also pay a reservation fee if they choose to make their reservation through our call center. Additionally, we market certain products from our partners such as travel insurance on our website. We also promote and sell products in flight to enhance the guest experience, including meals, snacks, alcoholic and premium non-alcoholic beverages, on-demand current-run movies and premium television programs, headphones and sleep kits. In 2013, our average ancillary revenue per passenger was $19.85, and ancillary revenue represented 8.8% of our total revenue. In the six months ended June 30, 2014, our average ancillary revenue per passenger was $20.77 and ancillary revenue represented 9.4% of our total revenue. We believe we can continue to grow ancillary revenue through the addition of optional products that our guests value.

Guest Loyalty Program

We maintain an extensive guest loyalty program called the Elevate^® frequent flyer program. Our guests earn points for purchasing travel that are redeemable for travel rewards throughout our network and the networks of our partners. We were the first U.S. airline to adopt a loyalty program based on the value of ticket purchases. The number of points that guests earn is tied directly to the purchase price of the ticket; likewise, guests may redeem Elevate points for any fare within our inventory, without any blackout dates, because our rewards pricing is variable. In 2012, we enhanced the Elevate program by adding tiered status benefits for our most frequent guests. Elevate members with Gold or Silver status enjoy earning bonus Elevate points on purchases, advance access to purchase upgrade options, complimentary upgrades to Main Cabin Select on a space-available basis, free checked bags and priority check-in boarding and security access. At the end of June 2014, we had over 3.2 million Elevate members which represented a 7.8% increase over the end of 2013.

We maintain partnerships with other companies through our Elevate program. Companies purchase Elevate points from us to reward their own customers. We benefit from the direct sale of Elevate points as well as additional loyalty from guests that earn points through these other channels. Our most significant third-party Elevate relationship is our co-branded consumer credit card issued by Alliance Data Services, or ADS, which replaced our prior co-branded card program in early 2014. The new program provides enhanced features to our Elevate members such as point accumulation, free first checked bag and waived change fees, and various discounts for companion travel and inflight purchases. ADS has provided annual guarantees of Elevate points activity significantly greater than our past activity. As a result, we expect this new relationship to result in significant growth in our Elevate program and an increase in revenue for Elevate points sold through this relationship.

Marketing and Distribution

We are focused on direct-to-consumer marketing targeted at our core business and leisure guests. Our principal marketing messages are our association with the Virgin brand, our premium travel experience, innovative product offerings and competitive fares. Consistent with our business model and our brand, we use edgy and fun marketing messages to engage our key demographic. We are early adopters of technology including social networks, generating significant engagement from our advocates on Facebook, Twitter and other social media websites. We consider these channels important for generating awareness around our product and brand as well as creating a positive connection and communication channel with our guests, teammates and other advocates.

Our primary advertising mediums include online search-and-display advertising, targeted direct email marketing, strategically located outdoor advertisements in our key markets, partnerships with sports teams including the San Francisco Giants as well as sponsorships of select events and entertainment venues. We are also able to leverage the Virgin brand to create public relations events and low-cost viral marketing campaigns that generate extensive media coverage.

We sell our product through three primary distribution channels: our website, our outsourced call center and third parties such as travel agents who access us through global distribution systems, or GDS, (e.g., Amadeus, Sabre and Travelport) and select online travel agents, or OTAs (e.g., Orbitz and Travelocity). We use our website as the primary platform for ticket sales, and approximately 60% of our total tickets sold in 2013 were through direct internet bookings using our website. We implemented a redesigned website in June 2014 to increase functionality and ease of use for our guests.

Teammates

We believe maintaining a positive relationship with our teammates is a valuable part of our culture. We believe our relationship with our workforce allows us a highly productive working environment that benefits both the company and our teammates.

In addition to evaluating functional skills, we extensively screen recruits to better ensure a strong cultural fit and ability to represent our brand. We also reinforce our culture through our initial corporate orientation program as well as during events and training programs at our headquarters designed to share our strategy with our teammates and keep them engaged and immersed in our culture.

We believe that open and frequent communication with our teammates fosters our culture. To that end, our leadership team actively engages with our teammates through regular onsite visits throughout our operations and through routine written communications. We also collaborate with volunteer teammate committees selected by certain of our major work groups, which provides a forum for teammates to provide feedback to us and to collaborate in developing solutions in a timely manner. We also plan social events for our teammates that celebrate our brand and promote interaction throughout our company. These events include special celebrations around the anniversary date of the commencement of operations, holiday parties and involvement in community events.

We have implemented our own internal social networking and corporate intranet site. Known as VXConnect, our site provides a forum for our teammates to communicate with each other and with our leadership team. Teammates can also post photos, begin discussion threads on topics of interest and post messages directly to each other, features similar to those on other current popular social media websites. We also provide regularly updated content on VXConnect to keep our teammates informed of company news, events and major corporate accomplishments.

At June 30, 2014, our active teammates consisted of 600 pilots, 861 inflight teammates (whom other airlines refer to as flight attendants), 575 guest services teammates, 110 maintenance technicians and 576 management and other personnel. We have a direct working relationship with all of our teammates, other than our inflight teammates, who voted for representation by the Transport Workers Union on August 13, 2014.

Competition

The airline industry is highly competitive. The principal competitive factors in the airline industry are the fare and total price, flight schedules, product and passenger amenities, customer service, number of routes served from a city, fleet type, safety record and reputation, code-sharing relationships and frequent flier programs. Our competitors and potential competitors include traditional legacy airlines, LCCs and “ultra-low-cost carriers,” or “ULCCs.” We typically compete in markets served by traditional legacy airlines and LCCs and, to a lesser extent, ULCCs.

Our principal competitors on domestic routes are Alaska Airlines, American Airlines, Delta Air Lines, JetBlue Airways, Southwest Airlines and United Airlines. Our principal competitive advantages are our premium product and brand, distinctive culture and low cost structure. We believe our business model enables us to compete effectively with other low-cost carriers, or LCCs, by generating higher RASM but at a CASM competitive with that of other LCCs and lower than that of legacy airlines.

The airline industry is particularly susceptible to price discounting because, once a flight is scheduled, airlines incur only nominal incremental costs to provide service to passengers occupying otherwise unsold seats. The expenses of a scheduled aircraft flight do not vary significantly with the number of passengers carried, and as a result, a relatively small change in the number of passengers or in pricing can have a disproportionate effect on an airline’s operating and financial results. Price competition occurs on a market-by-market basis through price discounts, changes in pricing structures, fare matching, target promotions and frequent flier initiatives. Airlines typically use discount fares and other promotions to stimulate traffic during normally slower travel periods to generate cash flow and to maximize RASM. The prevalence of discount fares can be particularly acute when a competitor has excess capacity to sell.

Operational Performance

Operational reliability is paramount to success in the airline industry. We strive to achieve high levels of operational performance through careful planning of our flight schedules, an extensive maintenance reliability program and the use of an operating spare aircraft and spare engines. For both 2012 and 2013, we were the top-ranked airline in the Airline Quality Rating, an annual analysis of airline performance conducted by Wichita State University and Embry-Riddle. The U.S. Department of Transportation, or DOT, publishes statistics regarding measures of customer satisfaction for domestic airlines and can assess civil penalties for failure to comply with certain customer service obligations. Our domestic performance under customer service measures for the years ended December 31, 2012 and 2013 was as follows:


	2012			2013
On-Time Performance (1)		83.5	%		82.1	%
Completion Factor (2)		99.5	%		99.5	%
Mishandled Baggage (3)		0.87			0.97

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(1)	Percentage of our scheduled flights that were operated by us that were on-time (within 15 minutes).

(2)	Percentage of our scheduled flights that were operated by us, whether or not delayed (i.e., not cancelled), derived from DOT cancellation statistics.

(3)	Our incidence of delayed, mishandled or lost baggage per 1,000 passengers.

Fleet

Aircraft Fuel

Aircraft fuel is our largest expense representing 37.7% of our total operating costs in 2013. The price and availability of jet fuel are volatile due to global economic and geopolitical factors as well as domestic and local supply factors. We use a third-party fuel management vendor to procure most of our fuel. Our historical fuel consumption and costs were as follows:


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2014
Gallons consumed (millions)		129			161			159			79
Total cost (millions)	$	418		$	538		$	507		$	247
Average price per gallon	$	3.24		$	3.32		$	3.18		$	3.14
Percent of operating expenses		39.2	%		39.4	%		37.7	%		36.5	%

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Total cost and average price per gallon each include related fuel fees and taxes as well as effective fuel-hedging gains and losses.

We maintain an active hedging program to reduce our exposure to sudden, sharp increases in fuel prices. We enter into a variety of hedging instruments, including options and collar contracts on highly correlated commodities such as heating oil and crude oil. We also use fixed forward price contracts, or FFPs, which allow us to lock in the price of jet fuel for specified quantities and at specified locations in future periods. At June 30, 2014, we had entered into derivative hedging instruments and FFPs for approximately 34% of our then expected 12 month fuel volume.

Maintenance and Repairs

We have an FAA-mandated and approved maintenance program, which is administered by our technical operations department. Our maintenance technicians undergo extensive initial and ongoing training to ensure the safety of our aircraft.

Aircraft maintenance and repair consist of routine and non-routine maintenance, and work performed is divided into three general categories: line maintenance, major maintenance and component service. Line maintenance consists of routine daily and weekly scheduled maintenance checks on our aircraft, including pre-flight, daily, weekly and overnight checks, diagnostics, routine repairs and any unscheduled items on an as-needed basis. Line maintenance events are currently serviced by our mechanics in Los Angeles, San Francisco and New York and are supplemented by contract vendors in other locations. Major airframe maintenance checks consist of a series of more complex tasks that can take from one to four weeks to accomplish and typically are required approximately every 20 months. We outsource our major airframe maintenance to an FAA-certified maintenance provider in the United States. Engine overhauls and engine performance restoration events are quite extensive and can take one to two months. We keep spare engines to maintain continued operations during engine maintenance events. We expect to begin the initial engine maintenance overhauls on our engine fleet approximately eight to ten years after the date of manufacture and introduction into our fleet, with subsequent engine maintenance every four to six years thereafter. We have entered into a long-term flight hour agreement with General Electric for our engine overhaul services. Lufthansa Technik covers our component repair and inventory management services on an hourly basis and also provides all of our aircraft component inventory acquisition, replacement and repairs, thereby eliminating the need to carry expensive spare parts inventory.

Our recent maintenance expenses have been lower than what we expect to incur in the future because of the relatively young age of our aircraft fleet. We expect our maintenance costs to increase as the frequency of repair increases with aircraft age. As our aircraft age, the scheduled scope of work and the frequency of unscheduled maintenance events are likely to increase as with any mature fleet. Our aircraft utilization rate could decrease with the increase in aircraft maintenance. In addition, we account for qualifying major engine maintenance under the deferral method wherein overhaul costs and replacement of engine life limited parts are capitalized and amortized. We expect that the final qualifying major engine maintenance events will be amortized over the remaining lease term rather than until the next estimated major maintenance event, which will result in significantly higher depreciation and amortization expense related to major maintenance in the last few years of the leases as compared to expenses in earlier periods.

Facilities

We lease all of our facilities at each of the airports we serve. Our leases for our terminal passenger service facilities, which include ticket counter and gate space, operations support areas and baggage carousel areas, contain provisions for periodic adjustments of lease rates. We are typically responsible for maintenance, insurance and other facility-related expenses and services under these agreements. We have also entered into use agreements at many of the airports we serve that provide for the non-exclusive use of runways, taxiways and other facilities. Landing fees under these agreements are generally based on the number of landings and weight of the aircraft.

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We primarily operate out of recently renovated Terminal Two at SFO under an operating lease extending through June 2021, with occasional use of a gate in the international terminal for incoming flights from Mexico. We have preferential access to seven Terminal Two gates, common use access to one Terminal Two gate and common use access to all 28 international terminal gates. Currently, the FAA has not imposed or proposed to impose take-off and landing restrictions at SFO, and we believe that the facility is capable of handling our planned growth of operations. We cannot assure you that the FAA would not impose take-off and landing restrictions at SFO in the future.

Our second largest operation is at LAX, where we operate out of Terminal Three under an airport lease agreement that provides us with the preferential use of six airport gates and access to additional common-use gates as necessary. Our lease agreement extends through 2019, subject to our completion of certain leasehold improvement projects, including the addition of a new seventh gate with a jet-boarding bridge, the renovation of certain gate areas and ticket counters and the completion of infrastructure improvements such as a new HVAC system. Under our lease agreement, the airport authority reimburses us for these renovations as they are completed. While space is limited at LAX, we believe that our leased gates are capable of handling our expected growth in operations and that the planned facility improvements will enhance our airport guest experience. In addition to our ticket counters and gate areas, we also lease and operate a premium guest lounge in Terminal Three known as the Virgin America Loft. We provide complimentary access to the Virgin America Loft to our First Class guests and generally charge a one-time fee for other guests.

Our principal executive offices and headquarters are located in a leased facility at 555 Airport Boulevard, Burlingame, California 94010, consisting of approximately 85,674 square feet. This lease expires in 2017.

Insurance

We maintain multiple insurance policies customary in the airline industry and as required by the DOT. The policies principally provide liability coverage for public and passenger injury, damage to property, loss of or damage to flight equipment, fire and extended coverage, directors’ and officers’ liability and workers’ compensation and employer’s liability. Consistent with other airlines, we have obtained third-party war risk (terrorism) insurance through a special program administered by the FAA, resulting in lower premiums than if we had obtained this insurance in the commercial insurance market. This FAA program is currently set to expire on September 30, 2014, and we cannot assure you that the U.S. government will renew this program. Should the government discontinue this coverage, obtaining comparable coverage from commercial underwriters could result in substantially higher premiums and more restrictive terms, if it is available at all. Although we currently believe our insurance coverage is adequate, we cannot assure you that the amount of such coverage will not be changed or that we will not be forced to bear substantial losses from any accidents.

Foreign Ownership

Under DOT regulations and federal law, we must be controlled by U.S. citizens. In order to qualify, no more than 24.9% of our voting stock may be voted, directly or indirectly, by persons who are non-U.S. citizens, no more than 49.9% of our outstanding stock may be owned (beneficially or of record) by persons who are not U.S. citizens and our president and at least two-thirds of the members of our board of directors and senior management must be U.S. citizens. We are currently in compliance with these ownership provisions. For a discussion of the procedures we instituted to ensure compliance with these foreign ownership rules, see “Description of Capital Stock—Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering—Limitations on Foreign Owners” elsewhere in this prospectus.

Government Regulation

Aviation Regulation

The DOT and FAA have regulatory authority over air transportation in the United States. The DOT has authority to issue certificates of public convenience and necessity required for airlines to provide domestic air

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transportation. International routes and international code-sharing arrangements are regulated by the DOT and by the governments of the foreign countries involved. An airline’s ability to operate flights to international destinations is subject to the aviation agreement in place between the United States and the foreign country and the carrier’s ability to obtain necessary authority from the DOT and the applicable foreign government.

The U.S. government has negotiated “open skies” agreements with many countries, which allow unrestricted access between the United States and the foreign markets. Our international flights to Mexico are governed by a bilateral agreement between the United States and Mexico. Changes in U.S. or Mexico aviation policies could result in the alteration or termination of that agreement, diminish the value of our route authorities or otherwise affect our Mexico operations.

The FAA is responsible for regulating and overseeing matters relating to the safety of air carrier flight operations, including the control of navigable air space, the qualification of flight personnel, flight training practices, compliance with FAA airline operating certificate requirements, aircraft certification and maintenance and other matters affecting air safety. The FAA requires each commercial airline to obtain and hold an FAA air carrier certificate. In January 2014, the FAA implemented a rule to amend flight, duty and rest regulations pertaining to pilots. The new rule may reduce our staffing flexibility, and we increased our level of reserve pilots to meet the operational requirements of these rules.

Airport Access

Flights at four major domestic airports are regulated through allocations of “slots” or similar regulatory mechanisms, which limit take-offs and landings at those airports. Each slot represents the authorization to land at or take off from the particular airport during a specified time period.

In the United States, the FAA currently regulates the allocation of slots, slot exemptions, operating authorizations or similar capacity allocation mechanisms at Ronald Reagan Washington National Airport (DCA) in Washington, D.C., Newark Liberty International Airport (EWR) in New Jersey and New York’s LaGuardia Airport (LGA) and John F. Kennedy International Airport (JFK). Our operations at these airports generally require the allocation of slots or analogous regulatory authorizations. We currently have sufficient slots or operating authorizations to operate our existing flights, but there is no assurance that we will be able to do so in the future because, among other reasons, such allocations are subject to changes in governmental policies.

Consumer Protection Regulation

The DOT also has jurisdiction over certain economic issues affecting air transportation and consumer protection matters, including unfair or deceptive practices and unfair methods of competition by air carriers, airline advertising, denied boarding compensation, ticket refunds, baggage liability and disabled passenger transportation. The DOT frequently adopts new consumer protection regulations, such as recent rules to protect passengers addressing tarmac delays and chronically delayed flights, and is reviewing new guidelines to address the disclosure and sale of ancillary services and related fees. The DOT also has authority to review certain joint venture agreements between major carriers and engages in regulation of economic matters such as slot transactions.

Security Regulation

The U.S. Transportation Security Administration and the U.S. Customs and Border Protection, each a division of the U.S. Department of Homeland Security, are responsible for certain civil aviation security matters, including passenger and baggage screening at U.S. airports and international passenger prescreening prior to entry into or departure from the U.S. International flights are subject to customs, border, immigration and similar requirements of equivalent foreign governmental agencies.

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Environmental Regulation

We are subject to various federal, state and local laws and regulations and foreign government requirements relating to the protection of the environment and affecting matters such as aircraft engine emissions, aircraft noise emissions and the discharge or disposal of materials and chemicals.

Emissions. The U.S. Environmental Protection Agency, or EPA, is authorized to regulate aircraft emissions, including air carrier operations, which affect the quality of air in the United States. We believe the aircraft in our fleet meet the emission standards issued by the EPA. Concern about climate change and greenhouse gases may result in additional regulation or taxation of aircraft emissions in the United States and abroad. Cap and trade restrictions have also been proposed in the United States. In addition, other legislative or regulatory action, including by the EPA, to regulate greenhouse gas emissions is possible. In particular, the EPA has found that greenhouse gases threaten the public health and welfare, which could result in regulation of greenhouse gas emissions from aircraft. In the event that legislation or regulation is enacted in the United States or in the event similar legislation or regulation is enacted in jurisdictions where we operate or where we may operate in the future, it could result in significant costs for us and the airline industry. In addition to direct costs, such regulation may have a greater effect on the airline industry through increases in fuel costs that could result from fuel suppliers passing on increased costs that they incur under such a system. We seek to minimize the impact of greenhouse gas emissions from our operations by operating with newer, more fuel-efficient aircraft. In addition, we have implemented fuel saving procedures in our flight and ground support operations as part of our efforts to reduce our emissions and minimize our impact on the environment.

Noise. Federal law recognizes the right of airport operators with special noise problems to implement local noise abatement procedures so long as those procedures do not interfere unreasonably with interstate and foreign commerce and the national air transportation system. These restrictions can include limiting nighttime operations, directing specific aircraft operational procedures during take-off and initial climb and limiting the overall number of flights at an airport. While we have had sufficient scheduling flexibility to accommodate local noise restrictions in the past, our operations could be adversely impacted if locally imposed regulations become more restrictive or widespread.

Other Regulations

Airlines are also subject to various other federal, state, local and foreign laws and regulations. For example, the U.S. Department of Justice has jurisdiction over airline competition matters. Labor relations in the airline industry are generally governed by the Railway Labor Act. The privacy and security of passenger and employee data is regulated by various domestic and foreign laws and regulations.

Future Regulations

The U.S. government and foreign governments may consider and adopt new laws, regulations, interpretations and policies regarding a wide variety of matters that could directly or indirectly affect our results of operations. We cannot predict what laws, regulations, interpretations and policies might be considered in the future, nor can we judge what impact, if any, the implementation of any of these proposals or changes might have on our business.

Legal Proceedings

We are subject to litigation claims and to administrative and regulatory proceedings and reviews that may be asserted or maintained from time to time. We currently believe that the ultimate outcome of such lawsuits, proceedings and reviews will not, individually or in the aggregate, have a material adverse effect on our financial position, liquidity or results of operations.

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MANAGEMENT

The following table provides information regarding our executive officers and directors as of June 30, 2014:


Name	Age		Position(s)
Executive Officers
C. David Cush		54	President, Chief Executive Officer and Director
E. Frances Fiorillo		61	Senior Vice President, People and In-flight Services
Stephen A. Forte		58	Chief Operating Officer
Peter D. Hunt		44	Senior Vice President, Chief Financial Officer
John A. MacLeod		54	Senior Vice President, Planning and Sales
John J. Varley		58	Senior Vice President, General Counsel and Corporate Secretary

Non-Employee Directors
Donald J. Carty		67	Director and Chairman of the Board
Samuel K. Skinner (1)		76	Director and Vice Chairman of the Board
Cyrus F. Freidheim, Jr. (2)		79	Director
Stephen C. Freidheim (1)		49	Director
Evan M. Lovell (2)(4)		44	Director
Robert A. Nickell (1)(4)		67	Director
John R. Rapaport (2)(4)		32	Director
Stacy J. Smith		51	Director

(1)	Member of the compensation committee.

(2)	Member of the audit committee.

(3)	Member of the nominating and corporate governance committee.

(4)	Member of the finance committee.

Executive Officers

C. David Cush has served as our President, our Chief Executive Officer and a member of our board of directors, since December 2007. From 2004 to 2007, Mr. Cush served as Senior Vice President of Global Sales at American Airlines, where he was responsible for worldwide sales activity. Prior to that role, Mr. Cush also served in various leadership roles in operations, planning, global alliances, financial planning and international marketing and operations at American Airlines. In addition to his 20 years of experience with American Airlines, Mr. Cush previously served as Chief Operating Officer of Aerolineas Argentinas, the national carrier of Argentina from 1998 to 2000. As our President and Chief Executive Officer for over six years, Mr. Cush brings expertise and knowledge regarding our business and operations to our board of directors. He also brings to our board of directors leadership skills, strategic guidance and operational visions for his prior experience in our industry.

E. Frances Fiorillo has served as our Senior Vice President, People and In-flight Services, since January 2005. Prior to joining us, Ms. Fiorillo held various executive-level leadership roles with Canadian Airlines and with Air Canada’s 2002 low-fare start up, ZIP. In these positions, Ms. Fiorillo had senior-level responsibility in areas of inflight service, human resources, labor and employee relations, wellness, learning and development. Immediately prior to joining Virgin America, Ms. Fiorillo served as the Chief Human Resources Officer for the British Columbia Provincial Health Services Authority.

Stephen A. Forte has served as our Chief Operating Officer and Director of Operations since April 2013. From 2012 to 2013, Mr. Forte was Chief Executive Officer of iJet Onboard, a provider of platform-based aviation software services. From 2007 to 2012, Mr. Forte was Chief Executive Officer of Naverus, Inc., a provider of performance-based navigation software, which was acquired by GE Aviation in 2009. Prior to 2007, Mr. Forte held senior management roles in flight operations at United Airlines, including Senior Vice President of Flight Operations and Director of Operations from 1999 to 2006.

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Peter D. Hunt has served as our Senior Vice President, Chief Financial Officer, since July 2011. From 2004 to 2011, Mr. Hunt served as Vice President and Chief Financial Officer of Pinnacle Airlines Corp., which filed for chapter 11 bankruptcy protection in April 2012. From 1996 to 2004, Mr. Hunt served in several finance positions with Continental Airlines, including Managing Director of Corporate Finance. Mr. Hunt began his career in public accounting.

John A. MacLeod has served as our Senior Vice President, Planning and Sales, since August 2012. From 2010 to 2012, Mr. MacLeod served as Vice President of Network Management and Alliances at WestJet, where he was responsible for corporate development, network planning, revenue management and alliances. From 2003 to 2010, Mr. MacLeod held positions at Alaska Air Group, where he was responsible for revenue management, network planning and alliances. Prior to his work with Alaska Air Group, Mr. MacLeod served in several management positions related to network planning, marketing, reservations and alliances at Air New Zealand Group and Canadian Airlines International.

John J. Varley has served as our Senior Vice President, General Counsel and Corporate Secretary, since July 2010. From 1986 to 2008, Mr. Varley served as internal counsel at Delta Air Lines, serving as Vice President, Associate General Counsel and Vice President and Deputy General Counsel from 2004 to 2008.

Non-Employee Directors

Donald J. Carty has served as our Chairman of the Board since 2006. Mr. Carty is currently a private investor. Mr. Carty served as Vice Chairman and Chief Financial Officer of Dell from 2007 until 2008. Mr. Carty previously served as Chairman and Chief Executive Officer, and held a variety of other executive positions, for AMR Corporation and American Airlines. Mr. Carty also previously served as President and Chief Executive Officer of Canadian Pacific Air Lines, known in Canada as CP Air. Mr. Carty is a director of Talisman Energy Inc. and Canadian National Railway Company. Mr. Carty was a member of the boards of directors of Hawaiian Holdings Inc., the sole owner of Hawaiian Airlines, Inc., from July 2004 until February 2007 and again from April 2008 until May 2011, Barrick Gold Corporation, a gold mining company, from February 2006 until December 2013, Dell Inc., a computer technology company, from December 1992 until November 2013 and Gluskin Sheff and Associates, a wealth management firm, from June 2006 until December 2006 and again from April 2008 until May 2011. Mr. Carty brings to our board of directors significant expertise in the airline industry from previous executive leadership positions. In addition, Mr. Carty’s experience as a director of public companies provides the board of directors with valuable insights to assist in achieving our goals.

Samuel K. Skinner has served as our Vice-Chairman of the Board since 2007 and a member of our board of directors since 2004. Mr. Skinner is of counsel to the law firm Greenberg Traurig, LLP, where he has worked since 2004, concentrating on corporate, governmental and regulatory matters. From 2000 to 2003, Mr. Skinner served as Chairman, President and Chief Executive Officer of USF Corporation, a North American shipping company. Mr. Skinner also previously served as President of Commonwealth Edison Company, a utility company, and its holding company, Unicom Corporation (Exelon Corporation). Mr. Skinner previously served as White House Chief of Staff to President George H.W. Bush and served as U.S. Secretary of Transportation from February 1989 to December 1991. Mr. Skinner previously was U.S. Attorney for the Northern District of Illinois from 1975 to 1977, having served in that office for eight years. Mr. Skinner also serves on the boards of directors of CBOE Holdings, Inc., the holding company for the Chicago Board Options Exchange, Express Scripts, Inc., a pharmacy benefit management organization, Navigant Consulting, Inc., a management consulting company, Echo Global Logistics, Inc., a provider of technology-enabled transportation and supply chain management services, and MedAssets, Inc., a healthcare performance improvement company. He has previously served on the boards of Diamond Management and Technology Consultants, a management consulting company, Dade Behring, a manufacturer of medical diagnostics equipment, APAC Customer Services, Inc., a customer care outsourcing company, and Midwest Air Group, the owner of Midwest Airlines, Inc. Mr. Skinner’s experience as a director of public companies and working in government positions provides the board of directors with valuable insights to assist in achieving our goals.

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Cyrus F. Freidheim, Jr. has served as a member of our board of directors since 2006. Mr. Freidheim has been a private investor since 2009. From 2006 to 2009, Mr. Freidheim served as the Chief Executive Officer and President of Sun-Times Media Group Inc., a parent company of Sun-Times News Group (formerly Hollinger International Inc.), which filed for chapter 11 bankruptcy protection in March 2009. Previously, Mr. Freidheim served as Chief Executive Officer and President of Chiquita Brands International Inc., a produce company. Mr. Freidheim also previously held various leadership roles with Booz Allen & Hamilton Inc., a management consulting firm, including President of BoozAllen International. Mr. Freidheim brings to our board of directors significant expertise in executive leadership positions and knowledge of our company. Mr. Freidheim is the father of Stephen C. Freidheim, a member of our board of directors.

Stephen C. Freidheim has served as a member of our board of directors since 2006. Mr. Freidheim has served as the Managing Partner and Chief Investment Officer of Cyrus Capital Partners, L.P., a registered investment advisor to private investment funds, since 2005. From 1999 to 2004, Mr. Freidheim was the Senior Managing Member, Chief Investment Officer and Co-Founder of Och-Ziff Freidheim Capital Management, the predecessor of Cyrus Capital Partners. Previously, Mr. Freidheim held leadership roles at Bankers Trust Company, a banking organization, Nomura Securities International, a financial services company, and Kidder, Peabody & Co. Incorporated, a securities firm. Mr. Freidheim brings financial expertise, knowledge of our company and general business experience to our board of directors. Mr. Freidheim is the son of Cyrus F. Freidheim, Jr., a member of our board of directors.

Evan M. Lovell has served as a member of our board of directors since April 2013. Since 2012, Mr. Lovell has been a partner in the Virgin Group and has been responsible for managing the Virgin Group’s portfolio and investments in North America. From 2008 to 2012, Mr. Lovell was the Founding Partner of Virgin Green Fund, a private equity fund investing in the energy and resource sector. From 1998 to 2008, Mr. Lovell served as an investment professional at TPG Capital, where he also served on the board of directors of a number of TPG portfolio companies. Prior to joining TPG, Mr. Lovell served as Director of International Development for Culligan International Inc., a water filtration company, when it was owned by Apollo Global Management, and was Assistant to the Chairman for International Development at Astrum International, the holding company for Samsonite and American Tourister Luggage, Botany 500 Menswear, Culligan, Anvil Knitwear and Pet Specialties. Mr. Lovell brings financial expertise, knowledge of our company and the Virgin brand and general business experience to our board of directors.

Robert A. Nickell has served as a member of our board of directors since 2010. Mr. Nickell has been a private investor since 1995. Prior to his retirement in 1995, Mr. Nickell served as the President, Chief Executive Officer and Chairman of Ed Tucker Distributor, Inc., a wholesale distribution company which Mr. Nickell sold to Lacy Diversified Industries in 1989. Previously, Mr. Nickell was a pilot with Braniff Airlines, reaching the post of captain. Mr. Nickell brings to our board of directors financial expertise, general business experience and aviation experience.

John R. Rapaport has served as a member of our board of directors since 2009. Since 2008, Mr. Rapaport has served in various roles at Cyrus Capital Partners, L.P., and he is currently a partner responsible for certain investments in the airline, industrial, transportation and energy sectors. Previously, Mr. Rapaport was an associate at Sankaty Advisors LLC, a division of Bain Capital LLC, where he covered various sectors including the airline, aerospace and transportation industries. Mr. Rapaport brings to our board of directors financial expertise and knowledge of the airline and transportation industries.

Stacy J. Smith has served as a member of our board of directors since January 2014. Since 1988, Mr. Smith has held various finance, sales and marketing and information technology leadership positions at Intel Corporation, a semiconductor company, where he currently serves as Executive Vice President and Chief Financial Officer. Mr. Smith also serves on the board of directors of Autodesk Inc., a 3-D design, engineering and entertainment software company, and Gevo, Inc., a renewable chemicals and advanced biofuels company. Mr. Smith brings to our board of directors financial expertise and general business experience from executive

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leadership positions. In addition, Mr. Smith’s experience as a director of public companies provides the board of directors with valuable insights to assist in achieving our goals.

Board Composition

Our board of directors consists of nine members. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the next annual meeting following election.

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that , representing of our nine directors, are “independent directors” as defined under the applicable rules and regulations of the SEC and the NASDAQ Global Select Market, or NASDAQ.

Leadership Structure

We have historically separated the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and our day-to-day leadership and performance, while the Chairman of the Board provides guidance to the Chief Executive Officer and sets the agenda for board meetings and presides over meetings of the full board of directors. In addition, our amended and restated bylaws provide that the independent directors may appoint a lead director from among them to perform such duties as may be assigned by our board of directors.

Agreements or Understandings

In connection with the 2014 Recapitalization, we and certain entities affiliated with the Virgin Group intend to enter into amended and restated license agreements related to our use of the Virgin name and brand. These amended and restated license agreements provide for, among other things, the right for certain entities affiliated with the Virgin Group to designate a member of our board of directors. Mr. Evan Lovell, a member of our board of directors since April 2013 and a partner of the Virgin Group, plans to remain on our board of directors following this offering as the Virgin Group’s designee. For more information, see “Certain Relationships and Related Transactions—Virgin License Agreements” elsewhere in this prospectus.

Board Committees

Our board of directors has the following committees: an audit committee, a compensation committee and a finance committee. Our board of directors intends to form a nominating and corporate governance committee upon our becoming a public company. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee evaluates the independent auditors’ qualifications, independence and performance; determines the engagement of the independent auditors; reviews and approves the scope of the annual audit and the audit fee; discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; approves the retention of the independent auditors to perform any proposed permissible non-audit services; monitors the rotation of partners of the independent auditors on the company’s engagement team as required by law; reviews our critical accounting policies and estimates; oversees our internal audit function and annually reviews the audit committee charter and the committee’s performance. The current members of our audit committee are Cyrus Freidheim, who is the chair of the committee, Evan

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Lovell and John Rapaport. Our board of directors has determined that Mr. is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of NASDAQ. The audit committee will operate under a written charter that satisfies the applicable standards of the SEC and NASDAQ. Our audit committee will consist of at least one member, Mr. , that is independent upon the effectiveness of our registration statement of which this prospectus forms a part, a majority of members that are independent within 90 days thereafter and all members that are independent within one year thereafter.

Compensation Committee

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and teammates. The compensation committee reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluates our performance in light of those goals and objectives and recommends to the board of directors which sets the compensation of these officers based on such evaluations. The compensation committee also considers recommendations of our Chief Executive Officer with respect to the compensation of other executive officers. Our Chief Executive Officer evaluates each other executive officer’s overall performance and contributions to us at the end of each fiscal year and reports to the compensation committee his recommendations of the other executive officers’ compensation. The compensation committee also administers the issuance of stock options and other awards under our stock plans. The compensation committee will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. The current members of our compensation committee are Stephen Freidheim, Robert Nickell and Samuel Skinner, with Mr. Skinner serving as the chair of the committee.

In order for our compensation committee to continue to make recommendations or determinations with respect to executive compensation, such committee must be composed of a majority of independent directors within 90 days from the date our common stock is listed on NASDAQ and entirely of independent directors within one year from the date our common stock is listed on NASDAQ. Our board of directors has affirmatively determined that each of Messrs. and meets the definition of “independent director” for purposes of NASDAQ listing rules and for purposes of Section 162(m) of the Internal Revenue Code.

Nominating and Corporate Governance Committee

Our board of directors intends to form a nominating and corporate governance committee upon our becoming a public company in connection with this offering. The nominating and corporate governance committee will be responsible for making recommendations regarding candidates for directorships and the size and composition of our board of directors. In addition, the nominating and corporate governance committee will be responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. The nominating and corporate governance committee will be comprised of Messrs. , and , with Mr. serving as the chair of the committee. Potential candidates for nomination to the board of directors will be discussed by the committee. In order for our nominating and corporate governance committee to continue to make selections or recommendations with respect to directors, such committee must be composed of a majority of independent directors within 90 days from the date our common stock is listed on NASDAQ and entirely of independent directors within one year from the date our common stock is listed on NASDAQ. Our board of directors has affirmatively determined that each of Messrs. and meets the definition of “independent director” for purposes of the NASDAQ listing rules.

Finance Committee

Our finance committee reviews and recommends matters relating to the financial condition and capital structure of our company, including those related to fuel hedging and investment strategies. The current members of our finance committee are Evan Lovell, Robert Nickell and John Rapaport, with Mr. Nickell serving as the chair of the committee.

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Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has at any time during the past year been an officer or employee of ours. None of our executive officers currently serves or in the past year has served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board or compensation committee.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct is applicable to all members of the board of directors, executive officers and teammates, including our Chief Executive Officer, Chief Financial Officer and principal accounting officer. The Code of Ethics and Business Conduct will be available under the Investor Relations section on our website at or around the time of this offering. The Code of Ethics and Business Conduct addresses, among other things, issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Ethics and Business Conduct is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. We intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our directors, executive officers or other principal financial officers and (2) the nature of any waiver, including an implicit waiver, from a provision of our code of ethics that is granted to one of these specified directors, officers or other principal financial officers, the name of such person who is granted the waiver and the date of the waiver on our website in the future.

Limitation of Liability and Indemnification

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

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any breach of the director’s duty of loyalty to us or our stockholders;

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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

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any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering will provide that we may indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws to be in effect upon the completion of this offering will also provide that we are obligated to indemnify our directors and officers to the fullest extent permitted by Delaware law and advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. In connection with this offering, we will enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements will provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe these limitations of liability provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation, amended and restated bylaws and indemnification agreements may discourage stockholders from

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bringing a lawsuit against our directors and officers for breach of their fiduciary duty. Our amended and restated certificate of incorporation will provide that any such lawsuit must be brought in the Court of Chancery of the State of Delaware. The foregoing provisions may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Compensation Arrangements for our Non-Employee Directors

We compensate our non-employee directors for their service on our board of directors but do not pay director fees to our directors who are our employees. Prior to this offering, each non-employee director has been entitled to receive an annual retainer of $60,000 paid in quarterly installments. Since 2013, each non-employee director has been entitled to receive an annual grant of restricted stock units, which vest annually with respect to 30,000 shares of our common stock. In addition, we reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors. Our non-employee directors are not currently entitled to receive any additional fees for their service as a director. The Chairman of the Board, the Vice-Chairman of the Board, the Chair of the Audit Committee and the Chair of the Compensation Committee receive additional annual retainers of $30,000, $15,000, $10,000 and $7,000. The Compensation Committee Chair retainer became effective in 2014. As is common in the airline industry, each non-employee director and immediate family members are entitled to certain positive-space travel privileges on our flights while serving as a director. We believe that providing these benefits is a relatively inexpensive way to enhance the competitiveness of the non-employee director compensation package and is consistent with industry practice. These benefits (except the tax gross-up) are provided for a non-employee director’s lifetime if the director (i) has served for four or more years on our board of directors or (ii) is a member of the board of directors at the completion of this offering. A non-employee director who serves less than four years on the board of directors and is not a member of the board of directors at the completion of this offering is entitled to one year of positive-space travel privileges on our flights for each year of service as a director.

Director Compensation Table

The following table sets forth information regarding compensation earned by our non-employee directors during 2013.


Name	Fees Earned or Paid in Cash($)		Stock Awards (5) ($)		Total ($)(6)
David Baxby (1)(2)	$	35,000	$	19,668	$	54,668
Donald J. Carty		90,000		33,717		123,717
Samuel K. Skinner		75,000		33,717		108,717
Cyrus F. Freidheim, Jr.		70,000		33,717		103,717
Stephen C. Freidheim (3)		60,000		33,717		93,717
Evan M. Lovell (4)(2)		40,000		22,478		62,478
Robert A. Nickell		60,000		33,717		93,717
Jonathan Peachey (4)(2)		20,000		11,239		31,239
John R. Rapaport (3)		60,000		33,717		93,717

(1)	Mr. Baxby resigned from our board of directors effective July 25, 2013.

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(2)	Fees and stock awards are issued to the Virgin Group. These individuals disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.

(3)	Fees and stock awards are issued to Cyrus Capital Partners, L.P. These individuals disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.

(4)	Mr. Peachey, a designated member of our board appointed by the Virgin Group, was replaced by Mr. Lovell effective April 30, 2013.

(5)

Represents the grant date fair value of RSUs issued to the director as computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718. The RSUs vested on January 1, 2014. For directors who left during the calendar year, the RSUs vested on the date their service terminated on a pro rata basis. None of our non-employee directors held any stock options as of December 31, 2013.

(6)	No other director received perquisites with a total incremental cost of $10,000 or more.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each material element of compensation for the fiscal year ended December 31, 2013 that we provided to our named executive officers, or “NEOs.”

For Fiscal 2013, our NEOs were:

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C. David Cush, President and Chief Executive Officer;

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Peter D. Hunt, Senior Vice President and Chief Financial Officer;

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E. Frances Fiorillo, Senior Vice President, People and In-flight Services;

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John A. MacLeod, Senior Vice President, Planning and Sales; and

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John J. Varley, Senior Vice President, General Counsel and Corporate Secretary.

Compensation Philosophy and Objectives

We compete with airlines and many other companies in seeking to attract and retain a highly skilled executive team. The overall goal of our compensation program is to attract and retain a skilled executive team to manage our business functions, maintain our culture and enhance the value of our business. In doing so, we draw upon a pool of talent that is highly sought after by other airlines and companies.

We regard as fundamental that executive officer compensation be structured to provide competitive base salaries and benefits to attract and retain executive officers and to provide incentive compensation to motivate executive officers to attain, and to recognize executive officers for attaining, financial, operational, individual and other goals that are consistent with increasing stockholder value. We also believe that our executive compensation program should include a long-term incentive component that aligns executives’ interests with our stockholders’ interests. The objectives of our long-term incentive awards, including equity-based compensation, are to encourage executives to focus on our long-term growth and to incentivize executives to manage our company from the perspective of stockholders with a meaningful stake in our success.

In determining the form and amount of compensation payable to the NEOs, we are guided by the following principles:

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Market-based, competitive compensation levels should attract and retain a skilled team. Set compensation at market-based, competitive levels that enable us to hire and retain high-performance teammates throughout the organization.

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Pay for performance should motivate executive officers to attain financial, operational and other goals consistent with increasing stockholder value. Link a significant portion of the total compensation opportunities of our executive officers to our annual strategic objectives, reflecting our financial, operational, guest service, safety and teammate engagement performance targets, to motivate those officers to attain goals that are consistent with increasing stockholder value.

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Long-term equity compensation should align executives’ interests with our stockholders’ interests. Provide equity-based compensation opportunities, consistent with the interests of our stockholders, to encourage our executives to focus on our long-term business strategy and growth prospects.

In connection with this offering, we have begun to review and consider potential revisions to our executive compensation program and related policies and practices. However, we are still in the process of determining specific details of certain aspects of our executive compensation program that will take effect following the

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offering. The compensation committee has retained an independent compensation consultant, Frederic W. Cook & Co. Inc., to review our existing executive compensation program and to assist us in evaluating potential changes to our program following an assessment of the compensation plans used by a peer group of publicly traded commercial airlines and transportation companies. Overall, we anticipate that our executive compensation program following the offering will be based on the same principles and designed to achieve the same objectives as our prior executive compensation program and will allow us to compete for executive talent and align the interests of our executive officers with those of our stockholders.

Determination of Compensation

The compensation committee conducts an annual review of our Chief Executive Officer’s compensation and makes recommendations to our board of directors regarding adjustments, if any, to his compensation, including his base salary and annual incentive compensation. The compensation committee also reviews and considers the recommendations of the Chief Executive Officer with respect to the other NEOs’ compensation, including base salaries and annual incentive compensation, when establishing the other NEOs’ compensation on no less than an annual basis. As part of its review, the compensation committee evaluates our company’s performance each year against the approved operating plan objectives. In addition, the compensation committee meets periodically to discuss compensation-related matters as they arise during the year, including with respect to equity-based awards. Our Chief Executive Officer recuses himself from compensation committee and board of director discussions when his compensation is reviewed.

The compensation committee evaluates our executive compensation policies and practices on an ongoing basis to ensure that they are structured to motivate and recognize individual executives within the context of our desire to attain certain short-term and long-term financial and operational goals. Subjective factors considered in compensation determinations include an executive’s skills and capabilities, contributions as a member of the executive management team, influence on our overall performance and whether the total compensation potential and structure is sufficient to ensure the retention of an executive when considering the compensation potential that may be available elsewhere.

In making compensation determinations, the compensation committee has not undertaken any formal benchmarking or reviewed any formal surveys of compensation for our competitors but has instead relied primarily on its general knowledge of the competitive market for executive talent, including in our industry. In connection with this offering, the committee has engaged an independent compensation consultant, Frederic W. Cook & Co., Inc., to assist the committee with the review of our executive compensation program in connection with our transition to a public reporting company and to develop potential revisions to our executive compensation program consistent with the practices of other comparable publicly traded companies in the airline and transportation sector. That consultant has performed no prior consulting or other services for our company. Following the completion of this offering, we expect that our compensation committee will continue to make recommendations to the board of directors regarding the compensation arrangements for our Chief Executive Officer and for all other NEOs taking into account the information it receives from the independent compensation consultant.

Components of Compensation for 2013

In 2013, the compensation program for our NEOs consisted of four components:

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base salary;

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discretionary incentive compensation payments;

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equity-based incentives; and

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other benefits.

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Following this offering, we expect to continue to build our executive compensation program around each of the above elements because each individual component is beneficial in achieving one or more of the objectives of the program, and we believe that, collectively, they are effective in achieving our overall objectives.

Base Salary

We believe a competitive base salary is essential in attracting and retaining key executive talent, and we provide our NEOs with a base salary to compensate them for services rendered during the fiscal year. The base salary payable to each NEO provides a fixed component of compensation reflecting the executive’s role, qualifications, experience and scope of responsibilities. Base salary amounts also consider, among other factors, the NEO’s potential to take on additional responsibilities, competitive market practices (using the compensation committee members’ general knowledge of the competitive market, based on, among other things, experience with other companies and our industry) and internal parity. In general, the compensation committee reviews potential adjustments to the base salaries of our NEOs on an annual basis.

The base salary of each of our named executive officers was initially established by the compensation committee or the board of directors in connection with the hiring of the officer and reflected arm’s length negotiation as well as the application of general market experience by members of the board of directors or compensation committee. In 2013, the compensation committee recommended, and the board of directors approved, an increase in each NEO’s base salary of 2.0-3.5%, adjustments which were tied generally to the 2-3% cost of living adjustment approved by the compensation committee for teammates generally. The amounts paid to our NEOs as base salaries in 2013 are set forth under the “2013 Summary Compensation Table” below.

Incentive Compensation

We maintain an Incentive Compensation Plan, or “ICP,” in order to recognize the performance of our management team, including our NEOs, in achieving our strategic objectives, including financial and commercial, operational, guest service and safety and team member engagement targets for the year. The compensation committee reviews and recommends the performance goals under the ICP and the target awards for the NEOs, which are reviewed and approved by the board of directors. Cash incentives are discretionary, and the compensation committee recommends and the board of directors approves incentives based on the achievement of performance goals and other factors they deem relevant. Under the ICP, the board of directors has the discretion to award an incentive at a level higher or lower than the incentive amount that otherwise would become payable based on actual achievement of performance goals; the board of directors also has discretion to determine not to award any incentive payment.

The compensation committee has generally used a guideline target opportunity for our NEOs, with Mr. Cush having a target of 100% of base salary and other NEOs having a target of 45% of base salary if 100% of the objectives are met. The determination of the amount of annual incentives paid to our executive officers generally reflects a number of considerations, including achievement of performance goals discussed above, company earnings and a subjective evaluation of the individual contributions of the executive officer during the relevant period. In addition to reviewing the specific performance objectives for the individual categories listed in the table below, and then compiling a summary percentage determination of performance against objectives, the board of directors may make further adjustments to the incentive payment made based on the achievement of targeted versus actual pre-tax earnings. Under this adjustment, a pre-tax loss may result in no ICP award, and the achievement of 0-25%, 26-50%, 51-75%, 76-100% and more than 100% of targeted pre-tax earnings may result in an adjustment of the ICP amount to 25%, 50%, 75%, 100% and up to 150%, of the resulting award in the discretion of the board of directors.

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The compensation committee recommended, and the board of directors established, performance targets for Fiscal 2013 as follows:


Measure	Performance Measure Objectives	Weight
Financial & Commercial Performance	EBITDA PRASM CASM ex-fuel	60%

Operational Performance	On-Time Performance Completion Factor	15%

Guest Service	Baggage Performance Net Promoter Score	15%

Safety and Team Member Engagement	Teammate Engagement Aircraft Ground Damage	10%

The specific targets set by our compensation committee and board of directors for our financial and commercial objectives for 2013 were EBITDA of $94.6 million, ticketed PRASM equivalent to 97% of industry PRASM in mature markets where we had been operating for at least 12 months and CASM ex-fuel of 6.88 cents. None of the individual components under the operational performance, guest service or safety and team member engagement objectives have a material impact on the total amount payable to our NEOs. Nonetheless, the goals for each of these individual components were established by the compensation committee and the board of directors in a manner that each believed would require substantial effort to achieve and would not be achieved with average or below-average performance by our NEOs.

In February 2014, our compensation committee determined that, overall, the performance objectives under the ICP for 2013 had been attained at 87.5% of target with all three financial and commercial performance objectives met (a score of 60%), one of two operational performance objectives met (a score of 7.5%), both guest service objectives met (a score of 15%) and one of two safety and team member engagement objectives met (a score of 5%). Specifically, financial and commercial objectives were achieved as follows: EBITDA of $94.8 million, PRASM of 98% of industry average for mature routes where flights had been operated for at least 12 months and CASM ex-fuel of 6.83 cents. With respect to the operational performance measures, a flight completion factor target of 99.4% was exceeded, but domestic and international on-time performance of 83.5% was below a stated goal of 84%. Both guest service objectives were met with a guest net promoter score above 67% and a mishandled baggage score of less than 1.65 bags per 1,000 guests. Finally, with respect to the safety and teammate engagement measures, aircraft ground damage was below a stated objective of not more than 2.2 damage events per 10,000 flight departures, but a teammate engagement score of 63% did not meet a stated objective of 67%.

In determining payments under the ICP, our compensation committee determined to pay each NEO based on corporate achievement, other than Mr. MacLeod, who received an award based on 95% achievement, reflecting a requirement in his employment offer letter that he receive an incentive award at 100% achievement during his first year of employment, pro-rated to apply partially in 2012 and 2013.

The actual amounts paid to our NEOs under the 2013 ICP are set forth under the “2013 Summary Compensation Table” below.

Equity-Based Incentives

We use stock-based awards in our executive compensation program in order to align the interests of our NEOs with those of our stockholders. We believe our long-term performance is enhanced through an equity ownership culture by our executive officers since it encourages a focus on the long-term performance of our company.

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We use equity grants in connection with initial employment offers to newly hired NEOs in order to attract prospective candidates to join our company and to promote the success of our business. We provided equity awards to the NEOs at the time of hire in the form of options to purchase shares of our common stock or restricted stock units, or RSUs. We believe that such equity awards provide an effective performance incentive because executive officers obtain increasing value from their options and RSUs if our stock price increases (which would benefit all stockholders) and they remain employed with us beyond the date that their options or RSUs vest.

Fiscal 2013 Awards

Prior to this offering, we sought to align the interest of our NEOs with long-term stockholder value creation primarily through a one-time grant of equity awards determined in arm’s length negotiations at the time of their initial employment with us. In 2013, our NEOs experienced substantial value reduction with respect to their initial hire equity awards as a result of a recapitalization that we refer to in this prospectus as the “2013 Recapitalization.” As a result, the board of directors in the fiscal year ended December 31, 2013 made additional equity grants to the NEOs to partially offset this effect of the 2013 Recapitalization.

The board of directors made the following equity awards to our NEOs with the intent to mitigate the impact of the 2013 Recapitalization on their prior equity grants:

•

In May 2013, the board of directors awarded Messrs. Hunt, MacLeod and Varley and Ms. Fiorillo (i) a grant of stock options having an exercise price per share equal to their initial hire stock option awards and (ii) a grant of RSUs which only vest in the event the price per share of our common stock equals or exceeds $4.00. Specifically, for Mr. Hunt, the award consisted of an option to purchase 500,000 shares with an exercise price per share of $2.19 and an award of 234,750 RSUs; for Mr. MacLeod, the award consisted of an option to purchase 465,000 shares with an exercise price per share of $2.49 and an award of 179,500 RSUs; for Ms. Fiorillo, the award consisted of an option to purchase 370,000 shares with an exercise price per share of $1.72 and an award of 170,000 RSUs; and for Mr. Varley, the award consisted of an option to purchase 325,000 shares with an exercise price per share of $1.72 and an award of 223,000 RSUs. In addition, for each of these NEOs, the board of directors reduced the price per share of our common stock required for the vesting of certain outstanding stock option awards from $5.00 to $3.50.

•

An additional equity award was also made to Mr. Cush in 2013 to preserve the value of his prior equity award and to mitigate the impact of the 2013 Recapitalization. Specifically, in July 2013, the board of directors granted Mr. Cush (i) 250,000 RSUs that vest in the event the price per share of our common stock equals or exceeds $4.00 and (ii) 250,000 RSUs that vest in the event the price per share of our common stock equals or exceeds $5.00. In addition, at the time of the 2013 Recapitalization Mr. Cush held 1,582,096 RSUs granted in 2010 that vest in the event the price per share of our common stock equals or exceeds $5.00. The board of directors reduced the common stock price per share condition to $2.50 with respect to 75% of these RSUs and to $3.50 with respect to the remaining 25% of these RSUs.

•

In addition, in July 2013, the board of directors decided to make an additional equity award to Mr. Cush for retention purposes that would vest over a three-year period following the date of an initial public offering and would be subject to the achievement of certain performance results. Specifically, the board of directors made an RSU award to Mr. Cush with one-third of the RSUs vesting on the first, second and third anniversary of an initial public offering, provided that the price per share of our common stock exceeds and has exceeded a certain stock price trigger on a daily moving-average basis for the preceding six months as follows: (i) 350,000 RSUs with a $2.50 stock price trigger; (ii) 500,000 RSUs with a $3.50 stock price trigger; (iii) 700,000 RSUs with a $4.00 stock price trigger; and (iv) 700,000 RSUs with a $5.00 stock price trigger.

Additional details of these awards are contained in the table entitled “Grants of Plan-Based Awards in 2013.”

In connection with this offering, our compensation committee plans to review the structure of our equity-based recognition program with its independent consultant, Frederic W. Cook & Co., Inc., to evaluate the

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effectiveness of the current equity compensation program and to consider potential revisions based on the practices of other comparable public companies in the airline and transportation sector.

Benefits

The NEOs receive the same health, welfare and other benefits provided to all of our teammates:

•

medical, dental and vision insurance;

•

life insurance, accidental death and dismemberment and business travel and accident insurance;

•

health and dependent care flexible spending accounts;

•

short- and long-term disability; and

•

401(k) plan and matching contributions.

Perquisites

As is common in the airline industry, each NEO, and his or her spouse or domestic partner, immediate family members and, in certain circumstances, other designees, are entitled to certain travel privileges on our flights, some of which may be on a positive-space basis. Similar travel benefits are afforded to all of our teammates on a more limited basis. The value of such positive-space leisure flight benefits for the executives is reported as taxable income. An officer who retires with a minimum of five years of service and an eligibility number equal to 65 or greater, obtained by the sum of the officer’s age plus years of service, may continue to receive complimentary flight benefits for the officer, the officer’s spouse, domestic partner or designated companion and dependent children. We reimburse the retired officer for associated income taxes on the complimentary travel with an imputed tax value up to $10,000 per year.

We believe that providing these benefits is a relatively inexpensive way to enhance the competitiveness of each NEO’s compensation package and is consistent with industry practice. Additionally, we fund matching 401(k) contributions and provide enhanced, company-paid life insurance for our NEOs at three times their annual salaries, capped at $750,000. Finally, certain NEOs also receive housing, travel and tax-related stipends. We do not provide any other significant perquisites or personal benefits to our NEOs. The perquisites received by NEOs represent a small part of the overall compensation for these executives and are offered to provide competitive compensation arrangements. See the 2013 Summary Compensation Table and the related footnotes for information regarding benefits received by the NEOs in 2013.

Stock Ownership Guidelines

We have not implemented stock ownership guidelines for our NEOs given the limited market for our securities. The board of directors intends to implement stock ownership guidelines following the completion of this offering.

Tax and Accounting Considerations

While our board of directors and our compensation committee generally consider the financial accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our NEOs historically. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for our Chief Executive Officer and each of the other NEOs (other than our Chief Financial Officer), unless compensation is performance-based. As we are not currently publicly traded, our compensation committee and our board of directors have not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation. Our compensation committee and our board of directors expect to consider the potential effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our NEOs following the completion of this offering.

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2013 Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the past fiscal year.


Name and Principal Position	Year		Salary ($)		Stock Awards ($) (1)	Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($) (3)		Total ($)
C. David Cush
President & CEO		2013	$	657,500	—		$ —	$	581,875	$	14,820	$	1,254,195

Peter D. Hunt
SVP & CFO		2013		398,846	—		243,000		157,106		13,726		812,678

John A. MacLeod
SVP—Planning & Sales		2013		306,539	—		225,990		131,461		77,695		741,685

E. Frances Fiorillo
SVP—People & In-flight Services		2013		331,539	—		179,820		130,594		80,167		722,120

John J. Varley
SVP & General Counsel		2013		331,538	—		157,950		130,594		16,620		636,703

(1)

In accordance with SEC rules, this column reflects the grant date fair value of RSUs calculated in accordance with ASC Topic 718 for stock-based compensation transactions. Generally, our RSUs are subject to time-based, liquidity-event-based and market-based vesting components with stock price triggers as described in detail in “—Grants of Plan-Based Awards Table” below. No amounts have been included for purposes of this table as the vesting conditions for 2013 awards have not yet been met. Assuming that all of the vesting conditions to the awards were met, based on a value of the common stock of $1.12 per share as of the date of grant, the value of 2013 awards as of the grant date would be $3,090,725 for Mr. Cush, $263,836 for Mr. Hunt, $250,630 for Mr. Varley, $191,063 for Ms. Fiorillo and $201,740 for Mr. MacLeod. For a discussion of the valuation of the common stock as of the grant date of the RSUs, see Note 10 to our consolidated financial statements included elsewhere in this prospectus. For a description of the vesting conditions, see “Outstanding Equity Awards at December 31, 2013.”

(2)

In accordance with SEC rules, this column represents the grant date fair value of stock options, calculated in accordance with ASC Topic 718 for stock-based compensation transactions and assuming 100% probability for the achievement of performance and market conditions. For additional information on the valuation assumptions, see Note 10 to our consolidated financial statements included elsewhere in this prospectus. For a description of the vesting conditions, see “Outstanding Equity Awards at December 31, 2013.”

(3)	The amounts reported in the “All Other Compensation” column are described in more detail in the following table. The amounts reported for perquisites and other benefits represent the actual costs incurred by us in providing these benefits to the indicated NEO.

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Name and Principal Position	Company contribution to 401(k) defined contribution plan		401(k) Equivalent		Housing Allowance/ Reimbursement			Travel			Tax Equalization		Tax Prep Fees Reimbursed			Company Paid Life and Other		All Other Compensation Total (1)
C. David Cush
CEO	$	12,750	$	—	$	—		$	—		$	—	$	—		$	2,070	$	14,820

Peter D. Hunt
SVP & CFO		12,750		—		—			—			—		—			976		13,726

John A. MacLeod
SVP Planning, Sales, Revenue Management		12,750		—		62,470	(2)		329			—		—			2,146		77,695

E. Frances Fiorillo
SVP People and InFlight Service		—		12,750		—			26,157	(3)		26,606		13,958	(4)		696		80,167

John J. Varley
SVP, General Counsel		12,750		—		—			—			—		—			3,870		16,620

(1)	Messrs. Cush, Hunt and Varley did not receive travel benefits or other perquisites and benefits in excess of $10,000.

(2)	In connection with Mr. McLeod’s joining us as our Senior Vice President, Planning and Sales, we paid a monthly housing allowance in 2013. The amount above includes a tax gross-up of $19,970.

(3)	Includes tax gross-up of $8,792.

(4)	Includes tax gross-up of $4,739.

Grants of Plan-Based Awards in 2013

The following table sets forth certain information with respect to grants of non-plan and plan-based awards to our NEOs for 2013. The equity awards granted during the year ended December 31, 2013 identified in the table below are also reported in “Outstanding Equity Awards at December 31, 2013.” For additional information regarding incentive plan awards, refer to “Executive Compensation—Equity-Based Incentives.”


	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						Exercise Price or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($) (3)
Name	Grant Date		Threshold($)		Target ($)		Maximum ($)		Threshold(#)		Target (#)		Maximum (#)		Exercise Price or Base Price of Option Awards ($/sh)
C. David Cush				—	$	657,500	$	1,315,000		—		—					$	—
President & CEO		7/8/2013		—						350,000		850,000		2,250,000				2,528,775
		7/8/2013		—						—		—		500,000				561,950

Peter D. Hunt				—		179,481		358,962		—		—
SVP & CFO		5/13/2013		—						—		500,000		500,000	$	2.19		243,000
		5/13/2013		—						—		—		234,750				263,836

John A. MacLeod				—		137,942		275,884		—		—
SVP—Planning & Sales		5/13/2013		—						—		465,000		465,000		2.49		225,990
SVP—Planning & Sales		5/13/2013		—						—		—		179,500				201,740

E. Frances Fiorillo				—		149,192		298,384		—		—
SVP—People & In-flight Service		5/13/2013		—						—		370,000		370,000		1.72		179,820
SVP—People & In-flight Service		5/13/2013		—						—		—		170,000				191,063

John J. Varley				—		149,192		298,384		—		—
SVP & General Counsel		5/13/2013		—						—		325,000		325,000		1.72		157,950
SVP & General Counsel		5/13/2013		—						—		—		223,000				250,630

(1)	Constitutes target and, with respect to Mr. Cush, maximum amounts payable under the ICP for 2013. The ICP does not include a threshold or, other than with respect to Mr. Cush, maximum amount payable to NEOs.

(2)	Constitutes the threshold, target and maximum number of RSUs or options, as applicable, that would vest or become exercisable upon the attainment of corresponding performance objectives. See the “Outstanding Equity Awards at December 31, 2013” table below for specific vesting schedules.

(3)

This amount represents the grant date fair value of RSUs and Options calculated in accordance with ASC Topic 718 for stock-based compensation, assuming attainment of performance and market criteria at 100%. For additional information on the valuation assumptions, see the Note 10 to our consolidated financial statements included elsewhere in this prospectus.

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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards

Offer Letters

We have entered into standard offer letters with each of our NEOs, which provide for a base salary, target annual incentive compensation and standard benefits. Other than the severance benefits described below under “Potential Payments upon Termination or Change in Control,” there are no executory obligations of the company under these offer letters.

Outstanding Equity Awards at December 31, 2013

The following table lists all outstanding equity awards held by our NEOs as of December 31, 2013.


	Option Awards														Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)			Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
C. David Cush		1/9/2010		—		—			—		$	—		—		1,582,096	(1)	$	1,778,118
		7/8/2013		—		—			—			—		—		500,000	(2)		561,950
		7/8/2013		—		—			—			—		—		2,250,000	(3)		2,528,775

Peter D. Hunt		7/20/2011		40,000		40,000	(4)		—			2.20		7/20/2021		—			—
		7/20/2011		—		—			200,000	(5)		2.20		7/20/2021		—			—
		5/13/2013		—		—			500,000	(6)		2.19		5/13/2023		—			—
		5/13/2013		—		—			—			—		—		234,750	(7)		263,836

John A. MacLeod		8/13/2012		30,000		30,000	(8)		—			2.49		8/13/2022		—			—
		8/13/2012		—		—			145,000	(9)		2.49		8/13/2022		—			—
		5/13/2013		—		—			465,000	(6)		2.49		5/13/2023		—			—
		5/13/2013		—		—			—			—		—		179,500	(7)		201,740

E. Frances Fiorillo		10/12/2006		63,227		—			—			1.72		10/12/2016		—			—
		1/12/2010		—		—			153,164	(10)		1.72		1/12/2020		—			—
		5/13/2013		—		—			370,000	(6)		1.72		5/13/2023		—			—
		5/13/2013		—		—			—			—		—		170,000	(7)		191,063

John J. Varley		7/6/2010		80,000		—			—			1.72		7/6/2020		—			—
		7/6/2010		—		—			200,000	(10)		1.72		7/6/2020		—			—
		5/13/2013		—		—			325,000	(6)		1.72		5/13/2023		—			—
		5/13/2013		—		—			—			—		—		223,000	(7)		250,630

(1)

Subject to continued service with us through each vesting date, the 1,582,096 shares subject to this RSU award will vest monthly over two years, provided that no vesting shall occur until the earlier of (i) six months after the occurrence of an initial public offering of our common stock for an amount equal to or greater than (a) $2.50 per share with respect to 1,186,572 shares or (b) $3.50 per share with respect to 395,524 shares (or if earlier, March 15 of the calendar year following the year in which such initial public offering was declared effective) or (ii) the date on which the price of our common stock exceeds and has exceeded (a) $2.50 per share with respect to 1,186,572 shares or $3.50 per share with respect to 395,524 shares on a daily moving-average basis for preceding six months. Notwithstanding the foregoing, in the event of a change in control and the NEO’s termination without cause or resignation for good reason, 100% of the shares subject to this award will immediately vest.

(2)	Subject to continued service with us through each vesting date, (a) 250,000 shares subject to this RSU award will vest upon the earlier of (i) the date that is six months after an initial public offering of our common stock for an amount equal to or greater than $4.00 per

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share or (ii) the date on which the price of our common stock exceeds $4.00 per share on a daily moving-average basis for preceding six months, and (b) 250,000 shares subject to this RSU award will vest upon the earlier of (i) the date that is six months after an initial public offering of our common stock for an amount equal to or greater than $5.00 per share or (ii) the date on which the price of our common stock exceeds $5.00 per share on a daily moving-average basis for preceding six months. Notwithstanding the foregoing, in the event of a change in control and the NEO’s termination without cause or resignation for good reason, 100% of the shares subject to this RSU award will immediately vest.

(3)

One-third of the total number of shares subject to this RSU award will vest on each date that is 12 months, 24 months and 36 months after the occurrence of an initial public offering, subject to continued service with us through each vesting date, provided that our stock price exceeds and has exceeded a certain stock price trigger on a daily moving-average basis for the preceding six months defined as follows:

350,000 of the total number of shares subject to this RSU award have a $2.50 stock price trigger;

500,000 of the total number of shares subject to this RSU award have a $3.50 stock price trigger;

700,000 of the total number of shares subject to this RSU award have a $4.00 stock price trigger; and

700,000 of the total number of shares subject to this RSU award have a $5.00 stock price trigger.

Notwithstanding the foregoing, in the event of a change in control and the NEO’s termination without cause or resignation for good reason, 100% of the shares subject to this RSU award will immediately vest.

(4)	20,000 shares subject to this option vested on July 11, 2014, and the remaining 20,000 shares subject to this option will vest on July 11, 2015, subject to continued service with us through the vesting date.

(5)

One-third of the shares subject to this option vest on each anniversary of July 11, 2011, subject to continued service with us through each vesting date. The vested shares subject to the option become exercisable on (i) the date of an initial public offering of our common stock for an amount equal to or greater than $3.50 per share or (ii) following an initial public offering, the date on which the closing trading price and the six-month moving-average price of our common stock is equal to or greater than $3.50 per share. Notwithstanding the foregoing, 100% of the shares subject to the option will become vested and exercisable upon a change in control resulting in proceeds to our common stockholders of not less than $3.50 per share.

(6)

All of the shares subject to this option vest on the earlier of April 1, 2015 or the completion of an initial public offering of our common stock, subject to continued service with us through the vesting date. The vested shares subject to the option become exercisable on the earlier of (i) the date of an initial public offering of our common stock for an amount equal to or greater than $3.50 per share or (ii) following an initial public offering, the date on which the closing trading price and the six-month moving-average price of our common stock is equal to or greater than $3.50 per share. Notwithstanding the foregoing, 100% of the shares subject to this option will become vested and exercisable upon a change in control resulting in proceeds to our common stockholders of not less than $3.50 per share.

(7)

Subject to continued service with us through each vesting date, the total number of shares subject to this RSU award will vest upon the earlier of (i) a change in control resulting in proceeds to common stockholders of at least $4.00 per share or (ii) the later of April 1, 2015 or the date the 90-day moving-average price of our common stock exceeds $4.00 per share following the expiration of any underwriters’ lock-up period.

(8)	15,000 of the shares subject to this option vested immediately on August 13, 2012. The remaining shares vest in annual installments of 25% of the total number of shares subject to the option on each vesting date, subject to continued service with us through each vesting date.

(9)

One-third of the shares subject to this option vest on each anniversary of August 13, 2012, subject to continued service with us through each vesting date. The vested shares subject to the option become exercisable on (i) the date of an initial public offering of our common stock for an amount equal to or greater than $3.50 per share or (ii) following an initial public offering, the date on which the closing trading price and the six-month moving-average price of our common stock is equal to or greater than $3.50 per share. Notwithstanding the foregoing, 100% of the shares subject to this option will become vested and exercisable upon a change in control resulting in proceeds to our common stockholders of not less than $3.50 per share.

(10)

The shares subject to this option are fully vested. The vested shares subject to the option become exercisable on the earlier of (i) the date of an initial public offering of our common stock for an amount equal to or greater than $3.50 per share or (ii) following the initial public offering, the date on which the closing trading price and the six-month moving-average price of our common stock is equal to or greater than $3.50 per share following an initial public offering.

Option Exercises and Stock Vested in 2013

None of our NEOs exercised stock options or had any restricted stock or RSUs vest in the fiscal year ended December 31, 2013.

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Pension Benefits

None of our NEOs participates in or has account balances in defined benefit plans sponsored or maintained by us, as we have no such plans.

Nonqualified Deferred Compensation

None of our NEOs participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans sponsored or maintained by us, as we have no such plans.

Potential Payments upon Termination or Change in Control

The table below quantifies certain compensation and benefits that would have become payable to each of our NEOs if his or her employment had terminated on December 31, 2013, as a result of each of the termination scenarios described below, taking into account the NEO’s compensation as of that date.

Under the offer letter entered into with Mr. Cush in connection with the commencement of his employment, if we terminate Mr. Cush for other than “cause” or if he resigns for “good reason” (as each such term is defined in Mr. Cush’s offer letter), Mr. Cush is entitled to a cash payment equal to 24 months’ base salary and the accelerated vesting of certain RSUs held by Mr. Cush.

Under the offer letter entered into with Mr. Varley in connection with the commencement of his employment, if we terminate Mr. Varley for other than “cause” or if he resigns for “good reason,” in each case, within 12 months prior to or following a “change in control” (as each such term is defined in Mr. Varley’s offer letter), Mr. Varley is entitled to a cash payment equal to 12 months’ base salary.

Under the offer letter entered into with Ms. Fiorillo, if we terminate Ms. Fiorillo’s employment for other than “cause” (as defined in the offer letter), Ms. Fiorillo is entitled to receive a payment equal to six months’ base salary. In addition, based on her age and years of service to us, Ms. Fiorillo would also qualify for a retired officer travel benefit which provides leisure travel flight benefits on Virgin America during her retirement equivalent to those available to her as an officer.

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Under the 2005 Stock Plan, if a participant’s employment is terminated without “cause” or “constructively terminated” within one year following a “change in control event” (as each such term is defined in the 2005 Stock Plan), then 50% of the shares subject to options held by the participant become vested and exercisable immediately. In addition, the vesting of certain performance-based options and RSUs accelerates in the event of certain changes in control as more specifically described in the footnotes to the “Outstanding Equity Awards at December 31, 2013” table above.


Name of Executive Officer	Termination Scenario	Severance ($)		Value of Unvested Restricted Stock Unit Awards ($) (4)		Value of Unvested Stock Option Awards (5)		Life Insurance Proceeds ($) (6)		Other ($) (7)		Total ($)
C. David Cush	Termination without Cause (1)	$	1,330,000	$	—	$	—	$	—	$	—	$	1,330,000
	Change of Control		—		—		—		—		—		—
	Qualifying Termination in Connection with a Change in Control (1)		1,330,000		—		—		—		—		1,330,000
	Death or Disability		—		—		—		750,000		—		750,000

Peter D. Hunt	Termination without Cause		—		—		—		—		—		—
	Change of Control		—		—		—		—		—		—
	Qualifying Termination in Connection with a Change in Control		—		—		—		—		—		—
	Death or Disability		—		—		—		750,000		—		750,000

John A. MacLeod	Termination without Cause		—		—		—		—		—		—
	Change of Control		—		—		—		—		—		—
	Qualifying Termination in Connection with a Change in Control		—		—		—		—		—		—
	Death or Disability		—		—		—		750,000		—		750,000

E. Frances Fiorillo	Termination without Cause (2)		167,500		—		—		—		6,600		174,100
	Change of Control		—		—		—		—		—		—
	Qualifying Termination in Connection with a Change in Control (2)		167,500		—		—		—		6,600		174,100
	Death or Disability		—		—		—		750,000		—		750,000

John J. Varley	Termination without Cause (3)		335,000		—		—		—		—		335,000
	Change of Control		—		—		—		—		—		—
	Qualifying Termination in Connection with a Change in Control (3)		335,000		—		—		—		—		335,000
	Death or Disability		—		—		—		750,000		—		750,000

(1)	Constitutes 24 months of base salary.

(2)	Constitutes six months of base salary

(3)	Constitutes 12 months of base salary.

(4)	No amounts have been included for the unvested RSU awards as of December 31, 2013 for purposes of this table, since the liquidity and market conditions for the RSUs have not been met. For a description of the vesting conditions, see “Outstanding Equity Awards at December 31, 2013.”

(5)

No amounts have been included for the unvested stock options as of December 31, 2013 for purposes of this table, since the exercise price for the options exceeded the fair market value of our common stock as of December 31, 2013. For a description of the vesting conditions, see “Outstanding Equity Awards at December 31, 2013.”

(6)	Our NEOs receive life insurance proceeds equal to three times their salary, capped at $750,000. We pay the premiums for term life insurance for all eligible teammates ranging from one to three times the annual salary amount.

(7)

Ms. Fiorillo would qualify for the retired officer complementary travel benefit in connection with her termination of employment. The amount listed represents the present value of this travel benefit, which was estimated using our incremental cost of providing flight benefits (including incremental fuel costs and the incremental cost of customer services such as baggage handling, insurance, security and cleaning) using a discount based on mortality assumptions listed on the U.S. Life Expectancy Tables and an estimate of flight usage by Ms. Fiorillo and her family members.

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Compensation Risk Assessment

Management has presented its assessment of the risks involved with our executive compensation program to our compensation committee to ensure that such programs do not encourage our teammates to take excessive or unnecessary risks or to engage in decision-making that promotes short-term results at the expense of our long-term interests. This risk assessment process included a review by management of all of our compensation policies and practices, with a focus on the programs with variability of payout, where actions by the participant could directly affect payout. Management also assessed our compensation programs against potential risks relating to pay mix, performance metrics and payment timing. As a result of this review, no area of risk was determined by management to be reasonably likely to have a material adverse effect on us.

In reaching its conclusion that our compensation policies and practices do not give rise to risks that are reasonably likely to have a material adverse effect on us, management considered the following policies and practices that are incorporated into our executive compensation program to ensure that it reflects an appropriate balance between the achievement of short-term and long-term results:

•

Balanced Mix of Compensation Components—The target compensation mix for our executive officers is composed of base salary, annual cash incentive compensation and long-term incentive compensation in the form of equity awards, which provides a compensation mix that is not overly weighted toward short-term cash incentives.

•

Incentive Compensation Plan Uses a Diverse Mix of Performance Objectives—Our ICP uses a mix of strategic objectives, including financial, operational, guest service and safety/teammate engagement measurements to reward our executive performance. Our financial performance component is also balanced and measures results achieved in operating income, passenger revenue per available seat mile, or PRASM, ancillary revenue from customers and CASM ex-fuel. In addition, the compensation committee exercises discretion in determining compensation amounts, including corporate and individual performance, and our ICP does not pay out unless pre-established target levels for one or more measures are met.

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Long-Term Incentive Compensation Vesting—Our long-term incentives are equity-based, with multi-year vesting required to complement our annual cash incentive compensation plan. As a result, the financial opportunity in our equity rewards program is best realized through long-term appreciation of our stock price, which mitigates excessive short-term risk-taking. Our equity-based awards generally vest over a three- or four-year period, subject to the executive’s continuing service with the company. This promotes alignment of our management team’s interests with our long-term objectives and with stockholders’ interests.

Employee Benefit Plans

The principal features of our equity incentive plans and our 401(k) plan are summarized below. These summaries are qualified in their entirety by reference to the text of the plans, which, other than the 401(k) plan, are filed as exhibits to the registration statement.

Amended and Restated 2005 Stock Incentive Plan

Our board of directors adopted, and our stockholders approved, the Amended and Restated 2005 Virgin America Inc. Stock Incentive Plan, or the 2005 Stock Plan, effective November 14, 2005, which was amended and restated on January 9, 2010, April 2, 2012 and July 26, 2013. The number of shares of common stock that may be issued pursuant to awards granted under the 2005 Stock Plan is 13,372,362 shares. The 2005 Stock Plan provides for the grant of non-qualified stock options, stock appreciation rights, limited stock appreciation rights, restricted stock, awards of shares, RSUs and other awards that are valued in whole or in part by reference to our stock. As of June 30, 2014, options to purchase 8,025,383 shares of our common stock and 2,124,450 RSUs remained outstanding under the 2005 Stock Plan. As of June 30, 2014, 3,153,699 shares of our common stock

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remained available for future issuance under the 2005 Stock Plan. Awards under the 2005 Stock Plan may be granted to key employees (including prospective employees) directors or consultants to motivate them to exert their best efforts on our behalf.

Following the completion of this offering, no further awards will be granted under the 2005 Stock Plan, and all outstanding awards will continue to be governed by their existing terms.

Administration. The 2005 Stock Plan is administered by our board of directors, which has the authority to delegate its duties and powers to a board committee as permitted under the bylaws. Under the 2005 Stock Plan, the board of directors has the authority and discretion to grant awards consistent with the terms of the plan, establish the terms and conditions of any award and waive any such terms and conditions at any time.

Nonqualified Stock Options. The 2005 Stock Plan provides for the grant of nonqualified stock options, or NQSOs. NQSOs provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and may become exercisable, at the discretion of the board of directors, in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of certain corporate performance targets established by the board of directors. NQSOs may be granted for any term specified by the board of directors that does not exceed ten years.

Other Stock Based Awards. The 2005 Stock Plan also provides that the board of directors, in its sole discretion, may grant other forms of stock based awards, including awards of shares, awards of restricted shares and other awards that are valued, in whole or in part by reference to or are otherwise based on the fair market value of shares, in such form and dependent on such conditions as the board of directors shall determine. These awards may be granted in such amounts and subject to such restrictions as may be determined by the board of directors, including vesting rights, at the discretion of the board of directors, in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of certain conditions, the occurrence of an event or the attainment of performance objectives. With respect to these awards, the board of directors may in its discretion determine to whom and when the awards are made, the number of shares to be awarded, whether such awards are settled in cash, shares, or a combination of cash and shares and all other terms and conditions of the awards.

Change in Control. In the event of a change in control of our company, if determined by the board of directors in the applicable award agreement or otherwise determined by the board of directors in its discretion, any outstanding awards which are unexercisable, unvested or subject to lapse restrictions shall automatically be deemed exercisable, vested or no longer subject to lapse restrictions. In addition, the board of directors may in its sole discretion: (i) cancel all awards for fair value, which in the case of stock options or stock appreciation rights, unless otherwise determined by the board of directors, would be equal to the difference between the change in control price and the exercise price of any stock options or stock appreciation rights, (ii) provide for the issuance of substitute awards that will substantially preserve terms of any affected awards previously granted, or (iii) provide that, for a period of 15 days prior to the change of control, options shall be exercisable as to all shares and that upon the occurrence of the change in control such options shall terminate.

Nontransferability. Generally, awards granted under the 2005 Stock Plan are not transferable by a participant other than by will or by the laws of descent and distribution, unless otherwise determined by the board of directors.

401(k) Plan

We have a defined contribution 401(k) plan covering all teammates, which is a tax-qualified defined contribution plan that allows tax-deferred savings by eligible employees to provide funds for their retirement. The Virgin America 401(k) Plan was adopted on December 15, 2005. We may make a Qualified Discretionary

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Contribution, as defined in the plan, or provide matching contributions to the plan. Prior to January 1, 2014, our plan provided for matching contributions of 100% of the first 5% of teammate contributions, and there is no waiting period for eligibility for matching by our company. Effective January 1, 2014, we amended our plan to provide for matching contributions of 125% of the first 6% of teammate contributions and no waiting period for eligibility.

We have recorded expenses for matching contributions made related to the 401(k) Plan in 2011, 2012 and 2013 of approximately $3.6 million, $4.9 million and $6.0 million.

2014 Equity Incentive Award Plan

We intend to adopt the 2014 Equity Incentive Award Plan, or the 2014 Plan, which will be effective on the closing of this offering. The principal purpose of the 2014 Plan will be to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The material terms of the 2014 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the 2014 Plan, and accordingly, this summary is subject to change.

Share Reserve. Under the 2014 Plan, shares of our common stock will be initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, or SARs, restricted stock awards, RSUs, deferred stock awards, deferred stock unit awards, dividend equivalent awards, stock payment awards and performance awards, plus the number of shares remaining available for future awards under the 2005 Stock Plan, as amended, as of the consummation of this offering. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2014 Plan will be increased by (i) the number of shares represented by awards outstanding under our 2005 Stock Plan that are forfeited or lapse unexercised and which following the effective date are not issued under our 2005 Stock Plan and (ii), if approved by our board of directors or the compensation committee of our board of directors, an annual increase on the first day of each fiscal year beginning in 2015 and ending in 2024, equal to percent ( %) of the shares of stock outstanding on the last day of the immediately preceding fiscal year or such smaller number of shares of stock as determined by our board of directors; provided, however, that no more than shares of stock may be issued upon the exercise of incentive stock options.

The following counting provisions will be in effect for the share reserve under the 2014 Plan:

•

to the extent that an award terminates, expires or lapses for any reason or an award is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2014 Plan;

•

to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2014 Plan, such tendered or withheld shares will be available for future grants under the 2014 Plan;

•

shares purchased on the open market with cash proceeds from the exercise of options will not be available for future grants under the 2014 Plan;

•

to the extent that shares of our common stock are repurchased by us prior to vesting so that shares are returned to us, such shares will be available for future grants under the 2014 Plan;

•

the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the 2014 Plan; and

•

to the extent permitted by applicable law or any exchange rule, shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the 2014 Plan.

In addition, the maximum aggregate value of awards that may be granted to any non-employee director pursuant to the 2014 Plan during any calendar year will be .

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Administration. The compensation committee of our board of directors is expected to administer the 2014 Plan unless our board of directors assumes authority for administration. Unless otherwise determined by our board of directors, the compensation committee will consist of at least two members of our board of directors, each of whom is intended to qualify as an “outside director,” within the meaning of Section 162(m) of the Code, a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” within the meaning of the rules of the applicable stock exchange or other principal securities market on which shares of our common stock are traded. The 2014 Plan is expected to provide that the board of directors or compensation committee may delegate its authority to grant awards to employees other than executive officers and certain senior executives of our company to a committee consisting of one or more members of our board of directors or one or more of our officers, other than awards made to our non-employee directors, which must be approved by our full board of directors.

Subject to the terms and conditions of the 2014 Plan, the administrator will have the authority to select the persons to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards and to make all other determinations and to take all other actions necessary or advisable for the administration of the 2014 Plan. We expect the administrator will be authorized to adopt, amend or rescind rules relating to administration of the 2014 Plan. Our board of directors may at any time remove the compensation committee as the administrator and re-vest in itself the authority to administer the 2014 Plan. The full board of directors will administer the 2014 Plan with respect to awards to non-employee directors.

Eligibility. Options, SARs, restricted stock and all other stock-based and cash-based awards under the 2014 Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our affiliates. Such awards also may be granted to our directors. Only employees of our company or certain of our affiliates may be granted incentive stock options, or ISOs.

Awards. We anticipate the 2014 Plan will provide that the administrator may grant or issue stock options, SARs, restricted stock, RSUs, deferred stock, deferred stock units, dividend equivalents, performance awards and stock payments, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

•

Nonstatutory Stock Options, or NSOs, will provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed 10 years.

•

Incentive Stock Options, or ISOs, will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees and must not be exercisable after a period of 10 years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the 2014 Plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant.

•

Restricted Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock, typically, may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally be placed in escrow and will not be released until restrictions are removed or expire.

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•

Restricted Stock Units, or RSUs, may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, RSUs may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying RSU awards will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied.

•

Deferred Stock Awards represent the right to receive shares of our common stock on a future date. Deferred stock may not be sold or otherwise hypothecated or transferred until issued. Deferred stock will not be issued until the deferred stock award has vested, and recipients of deferred stock generally will have no voting or dividend rights prior to the time when the vesting conditions are satisfied and the shares are issued. Deferred stock awards generally will be forfeited, and the underlying shares of deferred stock will not be issued, if the applicable vesting conditions and other restrictions are not met.

•

Deferred Stock Units are denominated in unit equivalent of shares of our common stock and vest pursuant to a vesting schedule or performance criteria set by the administrator. The common stock underlying deferred stock units will not be issued until the deferred stock units have vested, and recipients of deferred stock units generally will have no voting rights prior to the time when vesting conditions are satisfied.

•

Stock Appreciation Rights, or SARs, may be granted in connection with stock options or other awards or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based on increases in the price of our common stock over a set exercise price. The exercise price of any SAR granted under the 2014 Plan must be at least 100% of the fair market value of a share of our common stock on the date of grant. Except as required by Section 162(m) of the Code with respect to a SAR intended to qualify as performance-based compensation as described in Section 162(m) of the Code, there will be no restrictions specified in the 2014 Plan on the exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by the administrator in the SAR agreements. SARs under the 2014 Plan will be settled in cash or shares of our common stock, or in a combination of both, at the election of the administrator.

•

Dividend Equivalents represent the value of the dividends, if any, per share paid by us, calculated with reference to the number of shares covered by the award. Dividend equivalents may be settled in cash or shares and at such times as determined by the compensation committee or board of directors, as applicable.

•

Performance Awards may be granted by the administrator on an individual or group basis. Generally, these awards will be based on specific performance targets and may be paid in cash or in common stock or in a combination of both. Performance awards may include “phantom” stock awards that provide for payments based on the value of our common stock. Performance awards may also include bonuses that may be granted by the administrator on an individual or group basis and which may be payable in cash or in common stock or in a combination of both.

•

Stock Payments may be authorized by the administrator in the form of common stock or an option or other right to purchase common stock as part of a deferred compensation or other arrangement in lieu of all or any part of compensation, including bonuses, that would otherwise be payable in cash to the employee, consultant or non-employee director.

Change in Control. In the event of a change in control where the acquirer does not assume or replace awards granted, prior to the consummation of such transaction, awards issued under the 2014 Plan, other than performance awards, will be subject to accelerated vesting such that 100% of such awards will become vested and exercisable or payable, as applicable. Performance awards will vest in accordance with the terms and conditions of the applicable award agreement. The administrator may also make appropriate adjustments to awards under the 2014 Plan and is authorized to provide for the acceleration, cash-out, termination, assumption,

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substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. Under the 2014 Plan, a change in control generally will be defined as:

•

the transfer or exchange in a single transaction or series of related transactions by our stockholders of more than 50% of our voting stock to a person or group;

•

a change in the composition of our board of directors over a two-year period such that the members of the board of directors who were approved by at least two-thirds of the directors who were directors at the beginning of the two year period or whose election or nomination was so approved cease to constitute a majority of the board of directors;

•

the consummation of a merger, consolidation, reorganization or business combination, sale or disposition of all or substantially all of our assets, or acquisition of assets or stock of another entity, in each case, other than a transaction that results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities and after which no person or group beneficially owns 50% or more of the outstanding voting securities of the surviving entity immediately after the transaction; or

•

stockholder approval of our liquidation or dissolution.

Adjustment of Awards. In the event of a nonreciprocal transaction between our company and stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization affecting the number of outstanding shares of our common stock or the share price of our common stock, the administrator will make appropriate, proportionate adjustments to:

•

the aggregate number and type of shares subject to the 2014 Plan;

•

the number and kind of shares subject to outstanding awards and terms and conditions of outstanding awards (including, without limitation, any applicable performance targets or criteria with respect to such awards); and

•

the grant or exercise price per share of any outstanding awards under the 2014 Plan.

In the event of certain other corporate transactions, in order to prevent dilution or enlargement of the potential benefits intended to be made available under the 2014 Plan, the administrator will have the discretion to make such equitable adjustments and will be able to:

•

provide for the termination or replacement of an award in exchange for cash or other property;

•

provide that any outstanding award cannot vest, be exercised or become payable after such event;

•

provide that awards may be exercisable, payable or fully vested as to shares of common stock covered thereby; or

•

provide that any surviving corporation will assume or substitute outstanding awards under the 2014 Plan.

Amendment and Termination. Our board of directors or the compensation committee (with approval from the board of directors) will be able to terminate, amend or modify the 2014 Plan at any time and from time to time. However, we must generally obtain stockholder approval:

•

to increase the number of shares available under the 2014 Plan (other than in connection with certain corporate events, as described above);

•

to reduce the price per share of any outstanding option or stock appreciation right granted under the 2014 Plan; or

•

to cancel any option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares.

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No awards may be granted pursuant to the 2014 Plan after the tenth anniversary of the effective date of the 2014 Plan. Any award that is outstanding on the termination date of the 2014 Plan will remain in force according to the terms of the 2014 Plan and the applicable award agreement.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2014 Plan.

Employee Stock Purchase Plan

We intend to adopt an Employee Stock Purchase Plan, which we refer to as our ESPP, which will be effective upon the effectiveness of the registration statement to which this prospectus relates. The ESPP is designed to allow our eligible employees to purchase shares of our common stock, at semi-annual intervals, with their accumulated payroll deductions. The ESPP is intended to qualify under Section 423 of the Code. The material terms of the ESPP, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the ESPP, and accordingly, this summary is subject to change.

Administration. Subject to the terms and conditions of the ESPP, our compensation committee will administer the ESPP. Our compensation committee can delegate administrative tasks under the ESPP to the services of an agent and/or employees to assist in the administration of the ESPP. The administrator will have the discretionary authority to administer and interpret the ESPP. Interpretations and constructions of the administrator of any provision of the ESPP or of any rights thereunder will be conclusive and binding on all persons. We will bear all expenses and liabilities incurred by the ESPP administrator.

Share Reserve. The maximum number of our shares of our common stock which will be authorized for sale under the ESPP is equal to the sum of (a) shares of common stock and (b), if approved by our board of directors or the compensation committee of our board of directors, an annual increase on the first day of each year beginning in 2015 and ending in 2024, equal to the lesser of (i) percent of the shares of common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by our board of directors; provided, however, no more than shares of our common stock may be issued under the ESPP. The shares made available for sale under the ESPP may be authorized but unissued shares or reacquired shares reserved for issuance under the ESPP.

Eligibility. Employees eligible to participate in the ESPP for a given offering period generally include employees who are employed by us or one of our subsidiaries on the first day of the offering period, or the enrollment date. Our employees (and, if applicable, any employees of our subsidiaries) who customarily work less than five months in a calendar year or are customarily scheduled to work less than hours per week or hours per month will not be eligible to participate in the ESPP. Finally, an employee who owns (or is deemed to own through attribution) 5% or more of the combined voting power or value of all our classes of stock or of one of our subsidiaries will not be allowed to participate in the ESPP.

Participation. Employees will enroll under the ESPP by completing a payroll deduction form permitting the deduction from their compensation of at least % of their compensation but not more than the lesser of % of their compensation and no more than $25,000 per offering period. Such payroll deductions may be expressed as either a whole number percentage or a fixed dollar amount, and the accumulated deductions will be applied to the purchase of shares on each semi-annual purchase date. However, a participant may not purchase more than shares in each offering period and may not subscribe for more than $25,000 in fair market value of shares of our common stock (determined at the time the option is granted) during any calendar year. The ESPP administrator has the authority to change these limitations for any subsequent offering period.

Offering. Under the ESPP, participants are offered the option to purchase shares of our common stock at a discount during a series of successive offering periods, which will normally commence on and of each year. The initial offering period will commence and end on dates as determined by the ESPP administrator. Unless otherwise determined by the ESPP administrator, each offering period will have a duration of six months. However, in no event may an offering period be longer than 27 months in length.

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The option purchase price will be % of the closing trading price per share on the semi-annual purchase date, which will occur on the last trading day of each offering period.

Unless a participant has previously canceled his or her participation in the ESPP before the purchase date, the participant will be deemed to have exercised his or her option in full as of each purchase date. Upon exercise, the participant will purchase the number of whole shares that his or her accumulated payroll deductions will buy at the option purchase price, subject to the participation limitations listed above.

A participant may cancel his or her payroll deduction authorization at any time prior to the end of the offering period. Upon cancellation, the participant will have the option to either (i) receive a refund of the participant’s account balance in cash without interest or (ii) exercise the participant’s option for the current offering period for the maximum number of shares of common stock on the applicable purchase date, with the remaining account balance refunded in cash without interest. Following at least one payroll deduction, a participant may also decrease (but not increase) his or her payroll deduction authorization once during any offering period. If a participant wants to increase or decrease the rate of payroll withholding, he or she may do so effective for the next offering period by submitting a new form before the offering period for which such change is to be effective.

A participant may not assign, transfer, pledge or otherwise dispose of (other than by will or the laws of descent and distribution) payroll deductions credited to a participant’s account or any rights to exercise an option or to receive shares of our common stock under the ESPP, and during a participant’s lifetime, options in the ESPP shall be exercisable only by such participant. Any such attempt at assignment, transfer, pledge or other disposition will not be given effect.

Adjustments upon Changes in Recapitalization, Dissolution, Liquidation, Merger or Asset Sale. In the event of any increase or decrease in the number of issued shares of our common stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the common stock, or any other increase or decrease in the number of shares of common stock effected without receipt of consideration by us, we will proportionately adjust the aggregate number of shares of our common stock offered under the ESPP, the number and price of shares which any participant has elected to purchase pursuant under the ESPP and the maximum number of shares which a participant may elect to purchase in any single offering period.

If there is a proposal to dissolve or liquidate us, then the ESPP will terminate immediately prior to the consummation of such proposed dissolution or liquidation, and any offering period then in progress will be shortened by setting a new purchase date to take place before the date of our dissolution or liquidation. We will notify each participant of such change in writing at least 10 business days prior to the new exercise date. If we undergo a merger with or into another corporation or sale of all or substantially all of our assets, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or the parent or subsidiary of the successor corporation. If the successor corporation refuses to assume the outstanding options or substitute equivalent options, then any offering period then in progress will be shortened by setting a new purchase date to take place before the date of our proposed sale or merger. We will notify each participant of such change in writing at least 10 business days prior to the new exercise date.

Amendment and Termination. Our board of directors may amend, suspend or terminate the ESPP at any time. However, the board of directors may not amend the ESPP without obtaining stockholder approval within 12 months before or after such amendment to the extent required by applicable laws.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the ESPP.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We describe below transactions and series of similar transactions, during our last three fiscal years, to which we were a party or will be a party, in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers, holders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Virgin License Agreements

In April 2007, we entered into a trademark license agreement with certain entities affiliated with the Virgin Group under which we were granted the exclusive right to operate our airline under the brand name “Virgin America” within the United States (including Puerto Rico), Canada and Mexico, as well as the right to operate our airline under such name from any of the foregoing countries to points in the Caribbean, which we refer to as the “Airline License.” In March 2013, we amended the Airline License to expand our rights and the rights of Virgin Atlantic Airways (an affiliate of the Virgin Group) to codeshare with other airlines. The term of the Airline License, as amended, is 15 years from the original date of execution, and the Airline License is renewable for an additional 15-year term if we meet certain revenue targets. The Airline License may be terminated upon the occurrence of a number of specified events, including if we commit a material breach of our obligations under the agreement that is uncured for more than 10 business days or if we materially damage the brand.

Separately, in November 2008, we entered into a trademark license agreement with certain other entities affiliated with the Virgin Group that allows us to promote and offer a Virgin America branded credit card, which is structured to tie to our Elevate loyalty program, which we refer to as the “Credit Card License.” The Credit Card License is exclusive to the United States only and otherwise has identical terms as the Airline License.

Under the Airline License and the Credit Card License described below, we pay the Virgin Group royalties equal to 0.5% of our revenues from the operation of our airline and certain other activities traditionally associated with the airline industry. We paid license fees of $5.2 million, $6.7 million, $7.1 million and $3.6 million for 2011, 2012, 2013 and the first six months of 2014.

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an extension of our right to use the Virgin name and brand until 25 years after the date of this offering;

•

commencing in the first quarter of 2016, an increase in the annual license fee that we pay to the Virgin Group from 0.5% to 0.7% of our total revenue until our total annual revenue exceeds $4.5 billion, at which point our license fee would be 0.5%; and

•

the right to appoint a director to our board of directors, but only to the extent the Virgin Group does not otherwise have a representative sitting on our board of directors.

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Related-Party Warrants

The following table summarizes outstanding warrants we have issued to our directors, executive officers and holders of five percent of our outstanding capital stock, including the Related-Party Warrants issued to the Virgin Group and Cyrus Capital:


Holder	Issuance Date	Expiration Date	Shares		Exercise Price Per Share
Cyrus Capital	January 2010	January 2040		2,105,000	$	5.00
	January 2010	January 2040		6,666,667	$	10.00
	January 2010	January 2040		20,000,000	$	15.00
	January 2010	January 2040		30,000,000	$	20.00
	December 2011	December 2041		19,250,000	$	3.50
	May 2013	May 2043		12,244,558	$	2.50

The Virgin Group	January 2010	January 2040		60,000,000	$	5.00
	May 2013	May 2043		155,455,440	$	2.50
	May 2013	May 2043		7,446,931	$	0.01

VAI MBO Investors LLC (1)	January 2010	January 2040		3,333,333	$	10.00

(1)

Limited liability company interests of VAI MBO Investors LLC are held by holders including C. David Cush, Samuel K. Skinner, Donald J. Carty, Cyrus F. Freidheim, Jr. and Robert A. Nickell, each of whom is a member of our board of directors, and their immediate family members, of which the managing member is C. David Cush, our President and Chief Executive Officer.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, none of the Related-Party Warrants would remain outstanding. See “2014 Recapitalization” below as well as “2014 Recapitalization” elsewhere in this prospectus.

Related-Party Notes

The following tables summarizes the Related-Party Notes issued to the Virgin Group and Cyrus Capital since January 1, 2008:


Issuance Date	Original Principal Amount		Original Interest Rate			Current Interest Rate
April - September 2008	$	100.0 million		15.0	%		5.0	%
September - November 2008		40.0 million		20.0	%		5.0	%
November 2008 - October 2010		88.0 million		20.0	%		5.0	%
October 2010 - November 2011		68.4 million		20.0	%		5.0	%,
December 2011		150.0 million		17.0	%		17.0	%
May 2013		75.0 million		17.0	%		17.0	%

All Related-Party Notes have a maturity of June 9, 2016, if not earlier repaid or redeemed and bear interest at the rate set forth above, compounded annually, except for the December 2011 Notes, which bear interest at a rate of 17.0% per annum, of which 8.5% is payable quarterly in arrears and 8.5% is compounded annually. The Related-Party Notes are redeemable at our option at any time and at the lenders’ option upon a change of control or certain qualified sales. We are also required to redeem the Related-Party Notes upon the incurrence of any senior debt.

In May 2013, in connection with the 2013 Recapitalization, we, the Virgin Group and Cyrus Capital agreed to modify and exchange a portion of our then outstanding Related-Party Notes. The Virgin Group and Cyrus Capital reduced $318.4 million of our Related-Party Notes (including accrued payment-in-kind interest) and reduced the interest rates on all but the December 2011 Notes as reflected in the table above.

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All of the Related-Party Notes described above are secured by substantially all of our assets not otherwise encumbered, and the parties are bound by the terms of an amended and restated intercreditor agreement which sets forth the rights of the lenders.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, none of the Related-Party Notes would remain outstanding. See “2014 Recapitalization” below as well as “2014 Recapitalization” elsewhere in this prospectus.

2014 Recapitalization

As of June 30, 2014, we had a total of $666.4 million of principal and accrued interest outstanding under the Related-Party Notes. As of June 30, 2014, the Virgin Group held approximately $410.6 million aggregate principal amount and accrued interest of the Related-Party Notes, and Cyrus Capital held approximately $255.8 million aggregate principal amount and accrued interest of the Related-Party Notes. The Virgin Group and Cyrus Capital also hold the majority of the Related-Party Warrants.

We intend to enter into a recapitalization agreement with the Virgin Group and Cyrus Capital, which we refer to in this prospectus as the “2014 Recapitalization Agreement.” The 2014 Recapitalization Agreement would provide that we will retain net proceeds in connection with this offering of $ million (after we pay underwriting discounts on the shares sold by us and the expenses in this offering payable by us) and that remaining net proceeds, which we estimate to be $ million (based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover of this prospectus) would be used to repay a portion of the Related-Party Notes. Remaining principal and accrued interest under the Related-Party Notes would either be (1) exchanged for a new $50.0 million note bearing interest at a rate of 5.0% per annum, compounded annually, which we refer to as the “Post-IPO Note”; (2) repaid after the release to us of cash collateral held by our credit card processors in connection with a letter of credit facility arranged by the Virgin Group, which we refer to as the “Letter of Credit Facility”; or (3) exchanged for shares of our common stock, as described more fully in “2014 Recapitalization” elsewhere in this prospectus. In addition, Related-Party Warrants either would be exchanged without receipt of cash consideration for shares of our common stock in amounts agreed to in the 2014 Recapitalization Agreement, be exercised immediately prior to this offering, expire upon the closing of this offering be cancelled in their entirety, as described more fully in “2014 Recapitalization” elsewhere in this prospectus.

We anticipate that, after consummation of the transactions contemplated by the 2014 Recapitalization Agreement and upon the closing of this offering, only the Post-IPO Note, and none of the Related-Party Notes or the Related-Party Warrants, would remain outstanding, and each share of our outstanding shares of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock. Further, all of our remaining currently outstanding warrants that are not Related-Party Warrants expire by their existing terms upon the closing of this offering unless the initial public offering price exceeds the applicable exercise price per share. Based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), we do not anticipate that any of our existing warrants to purchase common stock would remain outstanding upon the closing of this offering.

Registration Rights

Pursuant to a registration rights agreement, after the completion of this offering and the consummation of the transactions contemplated by the 2014 Recapitalization Agreement, Cyrus Capital and the Virgin Group, their

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respective transferees and certain other investors will be entitled to certain demand and “piggyback” registration rights, subject to lock-up arrangements and certain restrictions. For additional information, see “Description of Capital Stock—Registration Rights” elsewhere in this prospectus.

Letter of Credit Facility

In connection with the 2014 Recapitalization, we anticipate that the Virgin Group will arrange for a $100.0 million Letter of Credit Facility to be issued on our behalf to certain companies that process substantially all of our credit card transactions. The Letter of Credit Facility will allow these companies to release approximately $100.0 million of cash collateral to us. In turn, we intend to use the released cash to repay $100.0 million of the principal and accrued interest due under certain of the 5% Notes held by the Virgin Group. We anticipate that the Letter of Credit Facility would contain an annual commitment fee of 5.0% payable by us to the Virgin Group, and that the Virgin Group would cause this Letter of Credit Facility to be provided for a period of five years from the date of this offering. In addition, we would also be responsible for annual fees associated with the issuance and maintenance of the Letter of Credit Facility. The Letter of Credit Facility would only become an obligation of ours if one or both of our credit card processors were to draw on the Letter of Credit Facility. In addition, we will be restricted from incurring any future secured indebtedness related to our assets that would be unencumbered after the consummation of the transactions contemplated by the 2014 Recapitalization Agreement unless our reimbursement obligations to the Virgin Group are secured on a pari passu basis with such secured debt. The Letter of Credit Facility will be reduced or terminated to the extent that collateral requirements are decreased or eliminated by our credit card transaction processors. For more information, see “2014 Recapitalization” elsewhere in this prospectus.

Policies and Procedures for Related-Party Transactions

Our board of directors intends to adopt a written related-party policy to set forth the policies and procedures for the review and approval or ratification of related person transactions by the audit committee. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we are to be a participant, the amount involved exceeds $120,000 and a related party had or will have a direct or indirect material interest, including purchases of goods or services by or from the related party or entities in which the related party has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related party.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth, as of June 30, 2014, information regarding beneficial ownership of our capital stock by:

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our voting securities;

•

VX Employee Holdings, LLC, as a selling stockholder;

•

each of our named executive officers;

•

each of our directors; and

•

all of our executive officers and directors as a group.

The number of shares beneficially owned by each person or entity is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, a person’s or entity’s beneficial ownership includes any shares over which he, she or it has sole or shared voting power or investment power as well as any shares that the person or entity has the right to acquire within 60 days of June 30, 2014 through the exercise of any stock option, warrants or other rights. Common stock that a person or entity has the right to acquire within 60 days of June 30, 2014 are deemed to be outstanding for computing such person’s or entity’s percentage ownership and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage ownership of any other person or entity. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable.

We have based our calculation of the percentage of beneficial ownership prior to the offering on 14,719,426 shares of common stock (on an as converted to common stock basis) outstanding as of June 30, 2014. We have based our calculation of the number of shares outstanding after the offering and the percentage of beneficial ownership after the offering on shares of our common stock outstanding immediately after the completion of this offering, including shares that we estimate will be issued pursuant to the 2014 Recapitalization assuming an initial public offering price of $ per share (the midpoint of the price range on the cover of this prospectus), and no exercise of the underwriters’ overallotment option to purchase shares from the option selling stockholders.

For our calculation of the number of shares outstanding and the percentage of beneficial ownership after the offering assuming the overallotment option is exercised in full, we have assumed the underwriters have exercised in full their overallotment to purchase shares. See the footnotes to the table for a sensitivity analysis of the shares to be outstanding immediately after the completion of this offering based on various assumed initial public offering prices.

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Unless otherwise noted below, the address for each of the named executive officers in the table below is c/o Virgin America Inc., 555 Airport Blvd., Burlingame, California 94010.


	Beneficial Ownership Prior to this Offering									Beneficial Ownership After this Offering (10)			Beneficial Ownership After this Offering if the Overallotment Option is Exercised in Full (10)(11)
Name of Beneficial Owner	Number of Shares Held		Number of Shares Exercisable within 60 Days		Number of Shares Beneficially Owned		Percentage of Beneficial Ownership			Number of Shares Beneficially Owned	Percentage of Beneficial Ownership		Number of Shares Beneficially Owned	Percentage of Beneficial Ownership
5% and Greater Stockholders:
VAI Partners LLC (1)		10,532,369		—		10,532,369		71.6	%			%			%
VX Holdings, L.P. (2)		3,249,921		—		3,249,921		22.1	%			%			%
Selling Stockholder:
VX Employee Holdings, LLC (3)		1,745,395		—		1,745,395		11.9	%			%			%
Named Executive Officers and Directors:
C. David Cush (4)		1,138,029				1,138,029		7.7	%			%			%
Peter D. Hunt		—		60,000		60,000		*	%			%			%
E. Frances Fiorillo		—		63,227		63,227		*	%			%			%
John A. MacLeod		—		45,000		45,000		*	%			%			%
John J. Varley		—		80,000		80,000		*	%			%			%
Donald J. Carty (5)		958,204		—		958,204		6.5	%			%			%
Cyrus F. Freidheim (6)		320,899		—		320,899		2.2	%			%			%
Stephen C. Freidheim (7)		8,786,974		—		8,786,974		59.7	%			%			%
Evan M. Lovell		—		—		—		*	%			%			%
Robert A. Nickell (8)		951,277		—		951,277		6.5	%			%			%
John R. Rapaport		—		—		—		*	%			%			%
Samuel K. Skinner (9)		205,450		—		205,450		1.4	%			%			%
Stacy J. Smith		—		—		—		*	%			%			%
All executive officers and directors as a group (14 persons)		9,655,180		248,227		9,903,407		66.17	%			%			%

*	Represents beneficial ownership of less than one percent (1.0%) of the outstanding common stock.

(1)

VAI Partners LLC is owned through limited liability company interests held by Cyrus Aviation Investor, LLC (“Investor LLC”), VAI MBO Investors LLC (“MBO”) and VX Employee Holdings, LLC and is managed by VAI Management, LLC (“VAI Management”), which is owned through limited liability company interests held by Investor LLC and MBO. MBO is owned through limited liability company interests held by holders including C. David Cush, Samuel K. Skinner, Donald J. Carty, Cyrus F. Freidheim, Jr. and Robert A. Nickell, each of whom is a member of our board of directors, and their immediate family members, of which the managing member is C. David Cush, our President and Chief Executive Officer. Shortly before the consummation of this offering, VAI Partners LLC intends to distribute the shares held by it to certain affiliates, including the distribution of 1,745,395 shares to VX Employee Holdings, LLC, our employee ownership vehicle that we consolidated for financial reporting purposes. VX Employee Holdings, LLC is selling these 1,745,395 shares in this offering, and the net proceeds therefrom will be distributed to our eligible employees, which do not include our officers. See “Use of Proceeds” elsewhere in this prospectus. Investor LLC is solely owned through limited liability company interests held by Cyrus Aviation Partners II, L.P. (“CAP II”), of which Cyrus Capital Partners, GP L.L.C. (“CCP”) is the general partner. CCP is solely owned through limited liability company interests held by Stephen C. Freidheim, who has sole voting and dispositive power over the shares held by VAI Partners LLC, except for the 1,745,395 shares to be sold in this offering by VX Employee Holdings, LLC. VAI Partners LLC has a principal business address of: c/o Cyrus Capital Partners, L.P., 399 Park Avenue, 39th Floor, New York, New York 10022.

(2)

Reflects shares of common stock held by VX Holdings, L.P. (“VX Holdings”). Corvina Holdings Limited, a company incorporated in the British Virgin Islands (“Corvina”) is the sole general partner of VX Holdings. Corvina and Virgin Group Holdings Limited, a company incorporated in the British Virgin Islands (“VGHL”), are the sole limited partners of VX Holdings. Corvina is a wholly owned subsidiary of VGHL. VGHL is jointly owned by (i) Sir Richard Branson, (ii) Deutsche Bank Trustee Services (Guernsey) Limited, solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Libra No. 2 Trust, The Leo Trust, The Gemini Trust and The Gemini No. 2 Trust (such trusts collectively referred to as the “DB Trusts”) and (iii) RBC Trustees (C.I.) Limited, solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust and The Pisces Trust (such trusts collectively referred to as the “RBC Trusts”). The principal beneficiaries of the DB Trusts and the RBC Trusts are Sir Richard Branson and/or certain members of his family. The address of VX Holdings is 65 Bleecker Street, 6th Floor, New York, NY 10025. The address for Deutsche Bank Trustee Services (Guernsey) Limited and each of the DB Trusts is c/o Lefebvre Court, Lefebvre Street, St. Peter Port, Guernsey GY1 3WT Channel Islands. The address for RBC Trustees (C.I.) Limited and each of the RBC Trusts is c/o La Motte Chambers, La Motte Street, St. Helier, Jersey, JE1 1BJ Channel Islands. The shares of common stock are subject to a Voting Trust Agreement between VX Holdings and Citibank, N.A., pursuant to which Citibank, N.A. exercises voting rights with respect to those shares.

(3)

VX Employee Holdings, LLC is our employee ownership vehicle that we consolidated for financial reporting purposes. Shortly before the consummation of this offering, VAI Partners LLC intends to distribute the shares held by it to certain affiliates, including distribution of the 1,745,395 shares listed here to VX Employee Holdings, LLC. VX Employee Holdings, LLC is selling these 1,745,395 shares in this offering, and the net proceeds therefrom will be distributed to our eligible employees, which do not include our officers. See “Use of Proceeds” elsewhere in this prospectus.

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(4)	Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 653,100 shares held by Mr. Cush and 484,929 shares held indirectly through Mr. Cush’s 16.67% membership interest in VAI MBO.

(5)	Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 95,106 shares held by Mr. Carty and 863,098 shares held indirectly through Mr. Carty’s 29.67% membership interest in VAI MBO.

(6)	Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 30,000 shares held by Mr. Freidheim and 290,899 shares held indirectly through Mr. Freidheim’s 10.0% membership interest in VAI MBO.

(7)

Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 8,786,974 shares held by VAI Partners LLC, for which Mr. Freidheim has sole voting and dispositive power (as described in note 1 above), including 60,000 shares held by Cyrus Capital Partners, L.P., for which CCP is the general partner. CCP is solely owned through limited liability company interests held by Mr. Freidheim.

(8)	Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 30,000 shares held by Mr. Nickell and 921,277 shares held indirectly through Mr. Nickell’s 31.67% membership interest in VAI MBO.

(9)	Shares of common stock reflected in the column entitled “Beneficial Ownership Prior to the Offering” consist of 60,000 shares held by Mr. Skinner and 145,450 shares held indirectly through Mr. Skinner’s 5.0% membership interest in VAI MBO.

(10)	The number of shares outstanding after the offering will depend primarily on the price per share at which our common stock is sold in this offering and the total size of this offering. In connection with this offering and pursuant to the 2014 Recapitalization:

•

each issued and outstanding share of our convertible preferred stock and our Class A, Class A-1, Class B, Class C and Class G common stock would be converted into one share of common stock.

In this prospectus, in calculating the number of shares of common stock to be issued pursuant to the 2014 Recapitalization, we have assumed the application of the net proceeds to us as set forth in “Use of Proceeds,” an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus) and an assumed initial public offering date of June 30, 2014 for purposes of calculating accrued interest on the Related-Party Notes. For more information, see “Use of Proceeds” and “2014 Recapitalization” elsewhere in this prospectus.

A change in the offering price and, accordingly, the amount of net proceeds received by us, would result in changes to the application of the net proceeds as set forth in “Use of Proceeds” and in the following variables: (1) the amount of principal and accrued interest outstanding pursuant to our Related-Party Notes that are not repaid with net proceeds from this offering; (2) the number of shares of common stock that would be issued upon exchange of such Related-Party Notes; and (3) the number of shares of common stock that would be issued upon exchange of our Related-Party Warrants. The following table shows (in thousands, except per share data) the effects of various initial public offering prices on these variables based on the assumptions described above. The initial public offering prices shown below are hypothetical and illustrative only.


Assumed Initial Offering Price	Repayment of Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related-Party Notes	Shares of Common Stock Issued Upon Exchange for Related- Party Warrants	Total Shares of Common Stock Outstanding after this Offering
$	$

(11)	Cyrus Capital and the Virgin Group have granted the underwriters an option to purchase up to an additional shares of common stock at the initial public offering price solely to cover overallotments.

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DESCRIPTION OF CAPITAL STOCK

General

Upon the completion of this offering, our amended and restated certificate of incorporation will authorize us to issue up to shares of common stock, $0.01 par value per share, shares of non-voting common stock, $0.01 par value per share, and shares of preferred stock, $0.01 par value per share. Shares of our non-voting common stock will be issued if and when required to comply with restrictions imposed by federal law on foreign ownership of U.S. airlines. See “—Limitations on Foreign Owners.” The following information reflects the filing of our amended and restated certificate of incorporation. All of our issued and outstanding shares of common stock and preferred stock are duly authorized, validly issued, fully paid and non-assessable. Our shares of common stock and non-voting common stock are not redeemable and do not have preemptive rights.

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon completion of this offering. A copy of each of these documents is filed as an exhibit to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference to such documents. The descriptions of the common stock, non-voting common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Common Stock

Dividend Rights. Holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds ratably with shares of our non-voting common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.

Voting Rights. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. Accordingly, holders of a majority of the voting shares are able to elect all of the directors properly up for election at any given stockholders’ meeting.

Liquidation. In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably with shares of our non-voting common stock in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences. Holders of our common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Non-Voting Common Stock

Dividend Rights. Holders of our non-voting common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds ratably with shares of our common stock, subject to preferences that may be applicable to any then outstanding preferred stock and limitations under Delaware law.

Voting Rights. Shares of our non-voting common stock are not entitled to vote on any matters submitted to a vote of the stockholders, including the election of directors, except to the extent required under Delaware law.

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Conversion Rights. Shares of our non-voting common stock will be convertible on a share-for-share basis into common stock at the election of the holder.

Liquidation. In the event of our liquidation, dissolution or winding up, holders of our non-voting common stock will be entitled to share ratably with shares of our common stock in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences. Holders of our non-voting common stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Preferred Stock

Our board of directors has the authority, without further action by our stockholders, to issue up to shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Our issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company or other corporate action. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plan to issue any such shares of preferred stock.

Registration Rights

In connection with the 2014 Recapitalization, we intend to enter into a registration rights agreement, which will provide the registration rights described below to holders of an estimated shares of our common stock. The number of shares to which these registration rights apply also includes all shares issuable in the 2014 Recapitalization.

Demand Registration Rights

After the completion of this offering, the holders of approximately shares of our common stock will be entitled to certain demand registration rights. At any time beginning on the first day of the month following the first anniversary of the consummation of this offering, the Virgin Group, Cyrus Capital and VAI MBO Investors, LLC and their respective transferees can, on not more than five occasions, request that we register all or a portion of their shares under the Securities Act totaling at least 5% of the then-outstanding common stock; provided that, if we are entitled to register their shares on a Form S-3, the 5% threshold shall be reduced to 1%. Once every 12 months, we may postpone for up to 90 days the filing or the effectiveness of a registration statement for a demand registration, if our board of directors determines that such registration statement would materially interfere with or require public disclosure of certain material corporate transactions or to prevent the disclosure of certain material non-public information. Additionally, subject to the provisions of the lock-up agreements described below, following the completion of this offering, the investors party to the registration rights agreement will have the right, upon written request, to have shares registered by us on a Form S-3, if we are eligible to file a registration statement on Form S-3, subject to certain limitations.

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Piggyback Registration Rights

Subject to the restrictions of the lock-up agreements described below, in the event that we propose to register any of our securities under the Securities Act following the completion of this offering, the holders of an estimated shares of our common stock will be entitled to certain “piggyback” registration rights allowing the holder to include their shares in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act (other than with respect to our initial public offering or pursuant to a registration on Form S-4 or Form S-8 or any successor or similar forms), the holders of these shares are entitled to notice of the registration and have the right, subject to limitations that the underwriters may impose on the number of shares included in the registration, to include their shares in the registration.

Expenses of Registration, Restriction and Indemnification

We will pay all registration expenses, including the legal fees of one counsel for all holders. The demand and “piggyback” registration rights are subject to customary restrictions such as blackout periods and any limitations on the number of shares to be included in the underwritten offering imposed by the managing underwriter. We and the holders of shares to which the registration rights apply have also agreed to customary indemnification provisions.

Anti-Takeover Provisions of Our Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors up for election at any given stockholders’ meeting. Our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the completion of this offering will provide that all stockholder action must be effected at a duly called meeting of stockholders and not by a consent in writing, and that only our board of directors, the Chairman of the Board, our chief executive officer or our president may call a special meeting of stockholders. The lack of cumulative voting will make it more difficult for our stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions may have the effect of deterring hostile takeovers or delaying changes in our control or management. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in our management.

Section 203 of the Delaware General Corporation Law. Upon the closing of the offering we will be subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

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•

upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

•

any merger or consolidation involving the corporation and the interested stockholder;

•

any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•

the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limitations on Foreign Owners

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our amended and restated certificate of incorporation and amended and restated bylaws restrict voting of shares of our capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 24.9% of our voting stock be voted, directly or indirectly, by persons who are not U.S. citizens, that no more than 49.9% of our outstanding stock be owned (beneficially or of record) by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors and senior management be U.S. citizens. Our amended and restated certificate of incorporation provides that no shares of our capital stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which we refer to as the foreign stock record. Our amended and restated bylaws further provide that no shares of our capital stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. Presently, all members of our board of directors are U.S. citizens. Our amended and restated bylaws also provide that any transfer or issuance of our stock that would cause the amount of our stock owned by persons who are not U.S. citizens to exceed foreign ownership restrictions imposed by federal law will be void and of no effect.

All of our non-citizen investment entities will in the aggregate own approximately % of our common stock after the offering.

Delaware as Sole and Exclusive Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf us,

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(ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws or (iv) any action asserting a claim against us governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction.

Limitations of Liability and Indemnification

See “Management—Limitation of Liability and Indemnification” elsewhere in this prospectus.

Market Listing

We intend to apply to list our common stock on the NASDAQ Global Select Market under the symbol “VA.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is and its telephone number is .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of , 2014 and giving effect to the completion of this offering, million shares of common stock will be outstanding, assuming no exercise of the underwriters’ overallotment option, no exercise of outstanding options and that the shares of common stock have been issued pursuant to the 2014 Recapitalization, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds” elsewhere in this prospectus. Of the million outstanding shares, all of the shares sold in this offering will be freely tradable, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may only be sold in compliance with the limitations described below.

After this offering, million shares of common stock will be restricted as a result of securities laws or the lock-up agreements described below. Following the expiration of the lock-up period, all shares will be eligible for resale in compliance with Rule 144 or Rule 701, if then available, to the extent such shares have been released from any repurchase option that we may hold. “Restricted securities” as defined under Rule 144 were issued and sold by us in reliance on exemptions from the registration requirements of the Securities Act. These shares may be sold in the public market only if registered pursuant to an exemption from registration, such as Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, a person who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the 90 days preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and are current in filing our periodic reports. Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or any time during the 90 days preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of the following:

•

1% of the number of shares of our common stock then outstanding, which will equal approximately shares, based on the number of shares of common stock outstanding as of , 2014 and giving effect to the 2014 Recapitalization and the completion of this offering; or

•

the average weekly trading volume of our common stock on the NASDAQ Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale (or if no such notice is required, the transaction order or execution date).

Such sales by affiliates must also comply with the manner of sale and notice provisions of Rule 144.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of

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Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares. However, substantially all Rule 701 shares are subject to lock-up agreements as described below and will become eligible for sale upon the expiration of the restrictions set forth in those agreements.

Lock-Up Agreements

We, our executive officers and directors and substantially all of our stockholders and holders of options and warrants have agreed that, for a period of 180 days from the date of this prospectus, subject to customary limited exceptions, we and they will not, without the prior written consent of Barclays Capital Inc. and Deutsche Bank Securities Inc., dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock. Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Barclays Capital Inc. and Deutsche Bank Securities Inc. in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than with respect to securities owned by our officers and directors, in which case we will provide notice, as required. These agreements are described below under the section captioned “Underwriting” elsewhere in this prospectus.

Registration Rights

On the date beginning the first day of the month following the first anniversary after the date of this prospectus, the holders of approximately shares of our common stock, or their transferees, will be entitled to certain rights with respect to the registration of those shares under the Securities Act pursuant to a registration rights agreement we intend to enter into in connection with the 2014 Recapitalization. The foregoing number of shares of common stock assume that shares of our common stock have been issued pursuant to the 2014 Recapitalization using an assumed offering price of $ per share (the midpoint of the price range set forth on the cover of this prospectus), an assumed offering date of June 30, 2014 for purposes of calculating accrued and unpaid interest on the Notes and accrued and unpaid dividends on the shares of preferred stock, and the application of the net proceeds to us from this offering as set forth in “Use of Proceeds” elsewhere in this prospectus. For a description of these registration rights, see “Description of Capital Stock—Registration Rights” elsewhere in this prospectus. After these shares are registered, they will be freely tradable without restriction under the Securities Act.

Registration Statements

As soon as practicable after the completion of this offering, we intend to file a Form S-8 registration statement under the Securities Act to register shares of our common stock subject to options outstanding or reserved for issuance under our 2005 Stock Plan and the 2014 Plan. This registration statement will become effective immediately upon filing, and shares covered by this registration statement will thereupon be eligible for sale in the public markets, subject to vesting restrictions, the lock-up agreements described above and Rule 144 limitations applicable to affiliates. For a more complete discussion of our stock plans, see “Executive Compensation—Employee Benefit Plans” elsewhere in this prospectus.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the “Code,” Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the “IRS,” in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons subject to the alternative minimum tax;

•

persons holding our common stock as part of a hedge, straddle or other risk-reduction strategy or as part of a conversion transaction or other integrated investment;

•

banks, insurance companies and other financial institutions;

•

brokers, dealers or traders in securities;

•

“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

tax-exempt organizations or governmental organizations;

•

persons deemed to sell our common stock under the constructive sale provisions of the Code; and

•

tax-qualified retirement plans.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

•

an individual who is a citizen or resident of the United States;

•

a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled “Dividend Policy” elsewhere in this prospectus, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation but that qualifies for a reduced treaty rate may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest, or a “USRPI,” by reason of our status as a U.S. real property holding corporation, or a “USRPHC,” for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S.-source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not and do not anticipate becoming a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance that we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. Proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code, which Sections are commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA,” on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax will be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless: (1) the foreign financial institution undertakes certain diligence and reporting obligations; (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner; or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations, withholding under FATCA generally will apply to payments of dividends on our common stock made on or after July 1, 2014 and to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2017.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Barclays Capital Inc. and Deutsche Bank Securities Inc., have severally agreed to purchase from us and VX Employee Holdings, LLC as a selling stockholder the following respective number of shares of common stock at a public offering price less the underwriting discounts and commissions set forth on the cover of this prospectus:


Underwriters		Number of Shares
Barclays Capital Inc.
Deutsche Bank Securities Inc.
Total

The underwriting agreement provides that the obligations of the several underwriters to purchase the shares of common stock offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the shares of common stock offered by this prospectus, other than those covered by the option to purchase additional shares described below, if any of these shares are purchased. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or this offering may be terminated.

We and the selling stockholders have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities. The selling stockholders may be deemed to be underwriters under SEC rules and regulations.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

At our request, the underwriters have reserved for sale, at the initial public offering price of this offering, up to shares offered by this prospectus for sale to our teammates and some of our business associates and related persons. If these persons purchase reserved shares, it will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Any reserved shares sold to our directors and officers will be subject to a lock-up agreement like those described under “Shares Eligible for Future Sale—Lock-Up Agreements” elsewhere in this prospectus.

Commissions and Discounts

We have been advised by the representatives of the underwriters that the underwriters propose to offer the shares of common stock to the public at the public offering price set forth on the cover of this prospectus and to dealers at a price that represents a concession not in excess of $ per share under the public offering price. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms. This offering of the shares of common stock by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The underwriting discounts and commissions per share are equal to the public offering price per share of common stock less the amount paid by the underwriters to us or the selling stockholders per share of common stock. The underwriting discounts and commissions are % of the initial public offering price. We and the

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selling stockholders have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters’ option to purchase additional shares:

Total Fees

Per Share

Without Exercise of Option
to Purchase Additional
Shares

With Full Exercise of
Option to Purchase
Additional Shares

Discounts and commissions paid by us

Discounts and commissions paid by the selling stockholders

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed with the underwriters to pay all fees and expenses related to the review and qualification of this offering by the Financial Industry Regulatory Authority, Inc. and Blue Sky expenses.

Option to Purchase Additional Shares

Our principal stockholders, funds affiliated with or related to Cyrus Capital and Virgin Group, as option selling stockholders, have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to additional shares of common stock at the public offering price less the underwriting discounts and commissions set forth on the cover of this prospectus solely to cover overallotments. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered by this prospectus. The option selling stockholders will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the initial shares referred to in the above table are being offered.

No Sales of Similar Securities

Each of our executive officers and directors, and substantially all of our stockholders and holders of options and warrants to purchase our stock, have agreed, subject to customary limited exceptions, not to offer, sell, pledge, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any shares of our common stock or other securities convertible into or exchangeable or exercisable for shares of our common stock or derivatives of our common stock owned by these persons prior to this offering or common stock issuable upon exercise of options or warrants held by these persons for a period of 180 days after the effective date of the registration statement of which this prospectus is a part, or publicly disclose the intention to do any of the foregoing, without the prior written consent of Barclays Capital Inc. and Deutsche Bank Securities Inc. This consent may be given at any time with or without public notice, other than in the case of our officers and directors, which shall be given with notice. We have entered into a similar agreement with Barclays Capital Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters. There are no agreements between the representatives and any of our stockholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 180-day period.

Notwithstanding the foregoing, if (i) during the last 17 days of the 180-day restricted period, we release earnings results, or material news or a material event relating to our company occurs; or (ii) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period following the last day of the 180-day restricted period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or material event, unless the representatives of the underwriters waive, in writing, such extension.

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Price Stabilization, Short Positions and Penalty Bids

In connection with this offering, the underwriters may purchase and sell shares of our common stock in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares of common stock from us in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares of common stock pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of this offering. Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our common stock. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ Global Select Market, in the over-the-counter market or otherwise.

Listing

We intend to apply to list the shares of common stock on the NASDAQ Global Select Market, subject to notice of issuance, under the symbol “VA.” In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Pricing of this Offering

Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price of our common stock will be determined by negotiation among us, the selling stockholders and the representatives of the underwriters. Among the primary factors that will be considered in determining the public offering price are:

•

prevailing market conditions;

•

our results of operations in recent periods;

•

the present stage of our development;

•

the market capitalizations and stages of development of other companies that we and the representatives of the underwriters believe to be comparable to our business; and

•

estimates of our business potential.

•

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

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Electronic Offer, Sale and Distribution of Shares

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, Deutsche Bank Securities Inc. may facilitate Internet distribution for this offering to certain of its Internet subscription customers. Deutsche Bank Securities Inc. may allocate a limited number of shares for sale to its online brokerage customers. A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Discretionary Shares

The underwriters have informed us that they do not expect to sell more than 5% of the common stock in the aggregate to accounts over which they exercise discretionary authority.

Other Relationships

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Barclays Bank PLC, an affiliate of Barclays Capital Inc., is the agent and a lender, and Deutsche Bank AG, an affiliate of Deutsche Bank Securities Inc., is a lender under our term loan facility. On April 4, 2014, we entered into a five-year term loan credit facility for $40.0 million to finance airport slot purchases with principal repayable in full at maturity. Amounts borrowed under this term loan accrue interest at a rate of LIBOR plus 3.5%, provided that LIBOR is not less than 1.0%, or, at our option, at the greater of (i) the federal funds effective rate plus 3.0%, (ii) one month LIBOR plus 3.0% or (iii) Barclay’s prime rate plus 2.5%. Interest is payable quarterly in arrears. The term loan requires compliance with certain covenants including semi-annual third-party slot appraisal valuation requirements.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover of this prospectus.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, which we refer to in this prospectus as a “Relevant Member State,” each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the “Relevant Implementation Date,” it has not made and will not make an offer of

155

shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors, as defined in the Prospectus Directive) subject to obtaining the prior consent of the representative for any such offer; or

(c)

in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms for the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the PD 2010 Amending Directive to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

Each underwriter has represented and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the “FSMA,”) received by it in connection with the issue or sale of the securities in circumstances in which Section 21(1) of the FSMA does not apply to our company; and

(b)

it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the “SIX,” or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, the issuer, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, or the “FINMA,” and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the “CISA.” The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

156

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the “DFSA.” This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the “SFA,” (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

157

LEGAL MATTERS

Certain legal matters with respect to the legality of the issuance of the shares of common stock offered by us by this prospectus will be passed upon for us by Latham & Watkins LLP, Menlo Park, California. The underwriters are being represented by Davis Polk & Wardwell LLP, Menlo Park, California, in connection with the offering.

EXPERTS

The consolidated financial statements of Virgin America Inc. at December 31, 2012 and 2013 and for each of the three years in the period ended December 31, 2013 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering of our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be referenced for the complete contents of these contracts and documents. You may obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the SEC website referred to above.

158

VIRGIN AMERICA INC.

INDEX TO FINANCIAL STATEMENTS


	Page
Report of Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-5
Consolidated Statements of Comprehensive Income (Loss)		F-6
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of Virgin America Inc.

We have audited the accompanying consolidated balance sheets of Virgin America Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), convertible preferred stock and stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Virgin America Inc. at December 31, 2013 and 2012, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young

San Francisco, California

July 25, 2014

F-2

Virgin America Inc.

Consolidated Balance Sheets

(in thousands, except share data)


	December 31,						June 30,
	2012			2013			2014
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	76,018		$	155,659		$	179,980
Credit card holdbacks		85,344			89,959			164,852
Other receivables, net		9,846			13,708			19,972
Prepaid expenses and other assets		28,018			23,369			21,040

Total current assets		199,226			282,695			385,844
Property and equipment:
Flight equipment		58,457			65,559			69,208
Ground and other equipment		54,090			62,533			65,940
Less accumulated depreciation and amortization		(47,003	)		(60,967	)		(66,868	)

		65,544			67,125			68,280
Pre-delivery payments for flight equipment		69,116			69,116			78,298

Total property and equipment, net		134,660			136,241			146,578
Aircraft maintenance deposits		100,810			159,946			178,605
Aircraft lease deposits		50,349			50,669			50,669
Restricted cash		10,360			12,425			14,513
Other non-current assets		15,617			59,020			94,963

		177,136			282,060			338,750

Total assets	$	511,022		$	700,996		$	871,172

See accompanying notes to the consolidated financial statements.

F-3

Virgin America Inc.

Consolidated Balance Sheets

(in thousands, except share data)


	December 31,						June 30, 2014
	2012			2013			June 30, 2014
							(unaudited)
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	42,867		$	43,997		$	52,897
Air traffic liability		116,518			138,890			231,124
Other current liabilities		63,349			73,752			81,820
Long-term debt-current portion		3,969			—			—

Total current liabilities		226,703			256,639			365,841
Long-term debt-related parties		813,603			707,969			719,429
Long-term debt		39,462			39,462			79,462
Other long-term liabilities		40,772			59,547			54,946

Total liabilities		1,120,540			1,063,617			1,219,678
Contingencies and commitments (Note 8)
Convertible preferred stock, $0.01 par value. Authorized 16,755,790 shares, 8,377,895 issued and outstanding as of December 31, 2012 and 2013, and June 30, 2014; liquidation value $12,000 as of December 31, 2012 and 2013, and June 30, 2014		21,406			21,406			21,406
Stockholders’ equity (deficit)
Common stock, $0.01 par value. Authorized: 394,482,062 (Class A 219,780,000, Class A-1 220,000, Class B 6,981,762, Class C 160,000,000, Class D 100, Class E 100, Class F 100, Class G 7,500,000) shares as of December 31, 2012, 809,702,062 (Class A 427,500,000, Class A-1 220,000, Class B 6,981,762, Class C 360,000,000, Class D 100, Class E 100, Class F 100, Class G 15,000,000) shares as of December 31, 2013, 813,702,062 (Class A 429,500,000, Class A-1 220,000, Class B 6,981,762, Class C 360,000,000, Class D 100, Class E 100, Class F 100, Class G 17,000,000) shares as of June 30, 2014; Issued and outstanding: 6,107,489 (Class A 1,874,474, Class A-1 220,000, Class B 3,202,421, Class C 0, Class D 100, Class E 100, Class F 100, Class G 810,294) shares as of December 31, 2012, 6,136,989 (Class A 1,874,474, Class A-1 220,000, Class B 3,202,421, Class C 0, Class D 100, Class E 100, Class F 100, Class G 839,794) shares as of December 31, 2013, and 6,341,531 (Class A 1,874,474, Class A-1 220,000, Class B 3,202,421, Class C 0, Class D 0, Class E 100, Class F 0, Class G 1,044,536) as of June 30, 2014		61			61			63
Additional paid-in capital		193,492			427,381			427,591
Accumulated deficit		(823,269	)		(813,125	)		(798,496	)
Accumulated other comprehensive income (loss)		(1,208	)		1,656			930

Total stockholders’ equity (deficit)		(630,924	)		(384,027	)		(369,912	)

Total liabilities and stockholders’ equity (deficit)	$	511,022		$	700,996		$	871,172

See accompanying notes to the consolidated financial statements.

F-4

Virgin America Inc.

Consolidated Statements of Operations

(in thousands, except per share data)


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
										(unaudited)			(unaudited)
Operating revenues:
Passenger	$	950,933		$	1,215,178		$	1,289,268		$	610,061		$	633,837
Other		86,175			117,659			135,410			67,345			78,398

Total operating revenues		1,037,108			1,332,837			1,424,678			677,406			712,235

Operating expenses:
Aircraft fuel		417,815			537,501			507,035			249,908			247,423
Aircraft rent		187,876			236,800			202,071			110,725			92,357
Salaries, wages and benefits		138,276			176,216			196,477			94,245			113,143
Landing fees and other rents		87,133			110,165			122,621			58,758			65,507
Sales and marketing		81,901			107,136			106,599			48,184			53,177
Aircraft maintenance		34,596			58,934			61,854			32,892			35,453
Depreciation and amortization		10,155			11,260			13,963			6,408			6,753
Other operating expenses		106,752			126,558			133,177			63,390			64,427

Total operating expenses		1,064,504			1,364,570			1,343,797			664,510			678,240

Operating income (loss):		(27,396	)		(31,733	)		80,881			12,896			33,995

Other income (expense):
Interest expense-related-party		(71,925	)		(113,708	)		(68,439	)		(49,110	)		(18,940	)
Interest expense		(3,652	)		(2,402	)		(2,854	)		(1,518	)		(1,484	)
Capitalized interest		2,320			2,176			534			—			1,116
Interest income and other		264			294			339			193			258

Total other expense		(72,993	)		(113,640	)		(70,420	)		(50,435	)		(19,050	)

Net income (loss) before income tax		(100,389	)		(145,373	)		10,461			(37,539	)		14,945
Income tax expense		14			15			317			—			316

Net income (loss)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629

Net income (loss) per share:
Basic	$	(18.96	)	$	(27.45	)	$	0.74		$	(7.09	)	$	1.07

Diluted	$	(18.96	)	$	(27.45	)	$	0.56		$	(7.09	)	$	0.74

Shares used for computation:
Basic		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895
Diluted		5,296,895			5,296,895			9,689,719			5,296,895			11,289,461

See accompanying notes to the consolidated financial statements.

F-5

Virgin America Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)


	Year Ended December 31,								Six Months Ended June 30,
	2011			2012			2013		2013			2014
									(unaudited)			(unaudited)
Net income (loss)	$	(100,403	)	$	(145,388	)	$	10,144	$	(37,537	)	$	14,629
Fuel derivative financial instruments, net of tax:
Change in unrealized gains (losses)		—			(4,528	)		307		(3,002	)		(1,227	)
Net (gains) losses reclassified into earnings		—			3,320			2,557		(195	)		501

Other comprehensive income (loss)		—			(1,208	)		2,864		(3,197	)		(726	)

Total comprehensive income (loss)	$	(100,403	)	$	(146,596	)	$	13,008	$	(40,734	)	$	13,903

See accompanying notes to the consolidated financial statements.

F-6

Virgin America Inc.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(In thousands, except share data)


	Convertible preferred stock				Common stock					Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total stockholders equity (deficit)
	Shares		Amount		Shares			Amount		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total stockholders equity (deficit)
Balances at December 31, 2010		8,377,895	$	21,406		3,545,797		$	35	$	184,418		$	(577,478	)	$	—		$	(393,025	)

Net loss		—		—		—			—		—			(100,403	)		—			(100,403	)
Share-based compensation		—		—		—			—		3,251			—			—			3,251
Issuance of Class C warrants		—		—		—			—		5,704			—			—			5,704

Balances at December 31, 2011		8,377,895	$	21,406		3,545,797		$	35	$	193,373		$	(677,881	)	$	—		$	(484,473	)

Net loss		—		—		—			—		—			(145,388	)		—			(145,388	)
Share-based compensation and issuance of Class G common stock		—		—		2,561,692			26		119			—			—			145
Loss on fuel derivative instruments		—		—		—			—		—			—			(1,208	)		(1,208	)

Balances at December 31, 2012		8,377,895	$	21,406		6,107,489		$	61	$	193,492		$	(823,269	)	$	(1,208	)	$	(630,924	)

Net income		—		—		—			—		—			10,144			—			10,144
Share-based compensation and issuance of Class G common stock		—		—		29,500			—		386			—			—			386
Gain on fuel derivative instruments		—		—		—			—		—			—			2,864			2,864
Gain on debt restructuring		—		—		—			—		150,490			—			—			150,490
Issuance of Class C warrants		—		—		—			—		83,361			—			—			83,361
Other		—		—		—			—		(348	)		—			—			(348	)

Balances at December 31, 2013		8,377,895	$	21,406		6,136,989		$	61	$	427,381		$	(813,125	)	$	1,656		$	(384,027	)

Net income (unaudited)		—		—		—			—		—			14,629			—			14,629
Share-based compensation and issuance of Class G common stock (unaudited)		—		—		204,742			2		210			—			—			212
Conversion of Class D and F common stock (unaudited)		—		—		(200	)		—		—			—			—			—
Loss on fuel derivative instruments (unaudited)		—		—		—			—		—			—			(726	)		(726	)

Balances at June 30, 2014 (unaudited)		8,377,895	$	21,406		6,341,531		$	63	$	427,591		$	(798,496	)	$	930		$	(369,912	)

See accompanying notes to the consolidated financial statements.

F-7

Virgin America Inc.

Consolidated Statements of Cash Flows

(in thousands)


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
										(unaudited)			(unaudited)
Cash flows from operating activities:
Net income (loss)	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		10,155			11,260			13,963			6,408			6,753
Share-based compensation		3,251			158			383			38			204
Paid-in-kind interest expense		67,705			99,075			54,258			42,182			11,460
Loss on asset disposition		40			—			—			—			19
Unrealized (gain) loss on fuel derivative instruments		7,682			(389	)		1,318			1,547			372
Changes in operating assets and liabilities:
(Increase) decrease in credit card holdbacks		(43,702	)		2,922			(4,615	)		(75,041	)		(74,893	)
(Increase) decrease in other receivables, net		(8,367	)		6,943			(1,050	)		(3,660	)		(1,201	)
(Increase) decrease in prepaid expenses and other assets		13,475			332			(369	)		(5,414	)		(3,900	)
(Increase) decrease in other non-current assets		(5,935	)		1,091			(7,895	)		3,411			(14,309	)
Increase in aircraft maintenance deposits		(21,817	)		(33,609	)		(38,134	)		(17,052	)		(20,097	)
Increase in aircraft lease deposits		(9,008	)		(765	)		(320	)		(320	)		—
Decrease in restricted cash		(661	)		(3,387	)		(2,065	)		(1,848	)		(2,088	)
Increase in accounts payable		9,154			816			586			9,770			10,045
Increase in air traffic liability		31,327			12,654			22,372			68,517			92,233
Increase (decrease) in other current liabilities		10,626			(1,730	)		10,565			18,663			9,270
Increase (decrease) in other non-current liabilities		7,507			(628	)		(8,538	)		(686	)		(3,438	)

Net cash provided by (used in) operating activities		(28,971	)		(50,645	)		50,603			8,976			25,059

Cash flows from investing activities:
Acquisition of property and equipment and intangible assets		(37,130	)		(7,978	)		(41,996	)		(9,228	)		(31,070	)
Pre-delivery payments for flight equipment		(1,448	)		(19,206	)		—			—			(9,182	)

Net cash used in investing activities		(38,578	)		(27,184	)		(41,996	)		(9,228	)		(40,252	)

Cash flows from financing activities:
Proceeds of equity issuance		—			45			3			—			8
Proceeds of debt issuance and warrants from related party, net		215,974			—			75,000			75,000			—
Proceeds of term loan facility		—			—			—			—			40,000
Debt issuance costs		—			—			—			—			(494	)
Payment of long-term debt and capital lease obligations		(18,514	)		(6,013	)		(3,969	)		(2,608	)		—

Net cash provided by (used in) financing activities		197,460			(5,968	)		71,034			72,392			39,514

Net increase (decrease) in cash and cash equivalents		129,911			(83,797	)		79,641			72,140			24,321
Cash and cash equivalents, beginning of period		29,904			159,815			76,018			76,018			155,659

Cash and cash equivalents, end of period	$	159,815		$	76,018		$	155,659			$148,158		$	179,980

Supplemental disclosure:
Cash paid during the period for:
Interest	$	—		$	12,383		$	17,209			8,075			7,443
Income tax		16			13			74			10			249
Non-cash transactions:
Non-cash loan borrowings on pre-delivery payments for flight equipment		4,345			35,117			—			—			—
Gain on debt restructuring		—			—			150,490			150,490			—
Fair value of warrant issuance		—			—			83,361			83,361			—
Non-cash effect of lease incentives		—			—			30,137			30,137			—

See accompanying notes to the consolidated financial statements.

F-8

Virgin America Inc.

Notes to Consolidated Financial Statements

(1)

Basis of Presentation

Virgin America Inc. (the “Company”) manages its operations as a single business unit and only offers air transportation service. Accordingly, the Company concluded that it operates in one segment, air transportation service. The consolidated financial statements include the accounts of the Company and its variable interest entity, VX Employee Holdings LLC, for which it is the primary beneficiary. See Note 9—Stockholders’ Equity for additional information. The consolidated financial statements were prepared in conformity with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to current year presentation. These amounts were not material to any of the periods presented.

The accompanying interim consolidated balance sheet as of June 30, 2014, the consolidated statement of convertible preferred stock and stockholders’ deficit for the six months ended June 30, 2014, and the consolidated statements of operations, comprehensive income (loss), and cash flows for the six months ended June 30, 2013 and 2014 and the related footnote disclosures are unaudited. These unaudited interim financial statements have been prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include normal recurring adjustments necessary for the fair presentation of the Company’s statement of financial position as of June 30, 2014 and its results of operations and its cash flows for the six months ended June 30, 2013 and 2014. The results for the six months ended June 30, 2014 (unaudited) are not indicative of the results expected for the full year.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

For the consolidated financial statements as of December 31, 2012 and 2013 and for each of the three years in the period ended December 31, 2013, the Company evaluated subsequent events through July 25, 2014, the date the consolidated financial statements were available for issuance. For the consolidated financial statements as of June 30, 2014 (unaudited) and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), the Company evaluated subsequent events through September 5, 2014.

(2)

2013 Recapitalization

In May 2013, after approval from the U.S. Department of Transportation, the Company executed a series of agreements with its two largest stockholders, funds affiliated with or related to Cyrus Capital Partners, L.P. (collectively, “Cyrus Capital”) and certain affiliates of Virgin Group Holdings Limited (collectively, the “Virgin Group”) to recapitalize the Company. Under the agreements, the stockholders agreed to modify and exchange a portion of the Company’s existing related-party debt, primarily accrued paid-in-kind interest on certain older debt and principal as well as accrued interest on all subordinated debt, and the Company issued an additional $75.0 million new debt and warrants to purchase common stock. As a condition to this recapitalization, the Company also amended substantially all of its lease agreements with its existing aircraft lessor to reduce monthly base rent and / or maintenance reserve payments through monthly cash rent rebates. Under some of its leases, the Company also extended the lease terms by three to five years. See Note 8—Contingencies and Commitments for additional information.

A summary of the key terms of the recapitalization agreements is as follows:

a) The Company’s stockholders exchanged $556.0 million of related-party debt which previously had contractual interest rates of 15%-20% per year for $369.1 million of related-party debt at a lower interest rate of 5% per year (5% Notes) and for warrants to purchase 160.0 million shares of Class C common stock at an exercise price of $2.50 per share.

F-9

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

b) The principal and accrued interest of approximately $131.5 million of related-party subordinated notes (the Subordinated Notes), along with the associated warrants, were exchanged for warrants to purchase 7.4 million shares of Class C common stock at an exercise price of $0.01 per share;

c) The Company issued $75.0 million aggregate principal amount of new debt pursuant to the Fifth Note Purchase Agreement (the “FNPA II”), which debt had a stated paid-in-kind annual interest rate of 17%, and also issued warrants to purchase 7.7 million shares of Class C common stock at an exercise price of $2.50 per share.

The Company evaluated the accounting for the modification of its related-party debt in accordance with the guidance established for troubled debt restructurings, which requires that the debtor must be experiencing financial difficulty and that the creditor must have granted a concession. The Company determined that it met both criteria. The Company was experiencing financial difficulty because of the unsustainable and growing amount of related-party debt, which was subject to annual compounding at interest rates of up to 20%. Additionally, the Company determined that its lenders had granted concessions by agreeing to forgive certain debt and reduce stated interest rates on remaining debt in exchange for Related-Party Warrants. This analysis was performed separately for the Virgin Group and Cyrus Capital, who hold all of the related-party debt. The accounting guidance requires the Company to compare the recorded value of the modified and new debt on a per creditor basis to its restructured undiscounted cash flows over the life of the loan, including cash flows associated with the remaining scheduled interest and principal payments. For the Virgin Group, the remaining value of the related-party debt, after reduction for issuance of warrants, was adjusted to equal its undiscounted cash flows. As such, the Company effectively reduced the value of the modified and new debt to a level that results in an effective interest rate going forward of zero percent. The Company recognized a restructuring gain of $150.5 million as a capital contribution with a direct increase to additional paid-in capital. This gain amount represents the value necessary to adjust the debt to equal the remaining undiscounted cash flows of the restructured debt, and was recorded to equity due to the related-party nature of the creditor. For Cyrus Capital, the undiscounted cash flows exceeded the recorded value of the modified and debt, and as such, the modified and new debt will be accreted up to its maturity value using the effective interest rate inherent in the restructured cash flows. Warrants issued in connection with the debt restructuring were deemed to be freestanding instruments and were recorded at a fair value of $83.4 million on the date of issuance with a reduction to the carrying amount of the related-party debt value (prior to the application of the undiscounted cash flow test described above) and a corresponding decrease to stockholders’ deficit.

The Company utilizes third-party independent valuation reports to assist with the valuation of Related-Party Warrants, which incorporate a calculation of enterprise value on the Company’s projected future earnings using a discounted cash flow analysis and deducting from the enterprise value the present value of the existing capital structure, debt and other obligations. The fair value of Related-Party Warrants was based on the Black Scholes option pricing model using the following key assumptions: expected term of 5.0 years, a risk-free interest rate of 0.83%, no expected dividends, a fair value price per share based on an independent third-party valuation at May 2013 and 70.0% estimated share price volatility.

The terms and conditions of an existing related-party note payable (the Fourth Note Purchase Agreement or FNPA) were not affected by the recapitalization.

F-10

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the recapitalization and debt restructuring related activities on May 10, 2013 (in thousands):


	Instruments impacted by restructuring - Virgin Group			Instruments impacted by restructuring - Cyrus Capital			Related party instruments not impacted by restructuring - FNPA		Third-party debt		Total debt
Balance pre-restructuring May 10, 2013	$	653,428		$	34,128		$	164,095	$	39,462	$	891,113
New debt issuance (FNPA II) (1)		38,059			38,059			—		—		76,118
Issuance of warrants		(77,880	)		(5,481	)		—		—		(83,361	)
Gain on debt restructuring:
Debt reduction (concession) (2)		(230,295	)		(4,753	)		—		—		(235,048	)
Reduction in future interest (2)		79,805			4,753			—		—		84,558

Gain on debt restructuring		(150,490	)		—			—		—		(150,490	)

Balance after restructuring May 10, 2013	$	463,117		$	66,706		$	164,095	$	39,462	$	733,380

(1)	The balances of the Virgin Group and Cyrus Capital each include $0.6 million of interest accrued on the principal amount while the loan proceeds were held in escrow prior to completing the restructuring.

(2)	The Virgin Group’s reduction was for principal and future interest, whereas Cyrus Capital’s reduction is for future interest only.

The Company also amended its existing aircraft purchase agreement with Airbus in December 2012, reducing its commitment to purchase 60 A320 aircraft to 40 aircraft and deferring delivery dates to begin in 2015. Under the terms of the Company’s aircraft purchase agreement, the Company is committed to making pre-delivery payments at varying dates prior to delivery. Under the amended agreement, the Company obtained cancellation rights for 30 of the 40 remaining aircraft, which are exercisable in groups of five aircraft two years prior to the stated delivery periods in 2020 to 2022, subject to loss of deposits and credits as a cancellation fee.

(3)

Summary of Significant Accounting Policies

(a)	*Cash and Cash Equivalents*

Cash and cash equivalents consist of short-term, highly liquid investments with an original maturity date of three months or less when purchased. Cash equivalents primarily include money market funds and certificates of deposit.

(b)	*Restricted Cash*

Restricted cash primarily consists of cash collateral securing letters of credit for airport facility leases.

(c)	*Credit Card Holdbacks*

Credit card holdbacks are amounts due from credit card processors associated with sales for future travel and are carried at cost. Under the terms of the Company’s credit card processing agreements, certain proceeds from advance ticket sales are held back to serve as collateral by the credit card processors, due to the Company’s credit and in part to cover any possible refunds or chargebacks that may occur. These holdbacks are short-term, as the travel for which they relate occurs within twelve months.

F-11

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

(d)	*Fuel Derivative Financial Instruments*

The Company accounts for fuel derivative financial instruments at fair value and recognizes such instruments in the accompanying consolidated balance sheets in other current assets under prepaid expenses and other assets if the total net unsettled fair value balance is in a gain position, or other current liabilities if in a net loss position. For derivatives designated as cash flow hedges, changes in fair value of the derivative are reported in other comprehensive income and are subsequently reclassified into earnings within aircraft fuel expense when the hedged item affects earnings. For derivatives that are not designated as cash flow hedges, the Company records changes in the fair value of such derivative contracts within aircraft fuel expense in the accompanying statements of operations. These amounts include both realized gains and losses and mark to market adjustments of the fair value of derivative instruments not yet settled at the end of each period.

(e)	*Impairment of Long-Lived Assets*

The Company evaluates its long-lived assets used in operations for impairment when events and circumstances indicate that the undiscounted cash flows to be generated by that asset are less than the carrying amounts of the asset and may not be recoverable. Factors that would indicate potential impairment include, but are not limited to, significant decreases in the market value of the long-lived asset, a significant change in the long-lived asset’s physical condition, and operating or cash flow losses associated with the use of the long-lived asset. If an asset is deemed to be impaired, an impairment loss is recorded for the excess of the asset book value in relation to its estimated fair value.

(f)	*Property and Equipment*

The Company records its property and equipment at cost less accumulated depreciation and amortization, and depreciates these assets on a straight-line basis to their estimated residual values over their estimated useful lives. Additions and modifications that enhance the operating performance of assets are capitalized. Leasehold improvements generally are amortized on a straight-line basis over the shorter of the estimated useful life of the improvement or the remaining term of the lease. The Company capitalizes certain costs related to the acquisition and development of computer software for internal use. These costs are amortized using the straight-line method over the estimated useful life of the software, generally one to three years. Software and licenses were $8.1 million, $9.5 million and $10.4 million as of December 31, 2012, 2013 and June 30, 2014 (unaudited), respectively. Amortization expense associated with software and licenses were $2.4 million, $2.4 million, $3.0 million, $1.4 million and $1.8 million in 2011, 2012, 2013 and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), respectively.

Estimated useful lives and residual values for property and equipment are as follows:


	Classification in accompanying consolidated balance sheets	Estimated useful life	Residual value
Aircraft and engine leasehold improvements	Flight equipment	Lesser of useful life or lease term: 1-15 years		0	%
Building leasehold improvements	Ground and other equipment	Lesser of 10 years or lease term		0	%
Software and licenses	Ground and other equipment	1-3 years		0	%
Computer and network equipment	Ground and other equipment	3-7 years		0	%
Office furniture and other equipment	Ground and other equipment	5-10 years		0	%

F-12

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

(g)	*Capitalized Interest on Pre-Delivery Payments for Flight Equipment*

Interest attributable to funds used to finance the acquisition of new aircraft (i.e. pre-delivery payments) are capitalized as an additional cost of the related asset two years prior to the intended delivery date, when the Company estimates that the aircraft are being manufactured. Interest is capitalized at the Company’s weighted average interest rate on long-term debt or, where applicable, the interest rate related to specific borrowings. Capitalization of interest ceases and expensing commences when the asset is ready for its intended use.

(h)	*Intangible Assets*

Intangible assets are comprised of domestic airport slots and operating rights in the accompanying consolidated balance sheets. The assets are recorded as indefinite lived and as such, are not amortized but instead are tested for impairment annually or more frequently if events or changes in circumstances indicate impairment. Such triggering events may include significant changes to the Company’s network or capacity, or other changes impacting slot utilization and valuation.

(i)	*Deferred Rent and Deferred Rent Credits*

Deferred rent and deferred rent credits are included in current and non-current other assets or liabilities in the accompanying consolidated balance sheets based on the timing of when amounts are due or will be recognized. Deferred rent represents the Company’s recognition of rent leveling under its operating leases on a straight-line basis over the lease term.

Deferred rent credits are primarily related to aircraft manufacturer incentives, deferred gains and losses on sale and leaseback transactions, and aircraft lease incentives.

The Company receives manufacturer incentives on aircraft that are recognized as prepaid assets, with an offsetting deferred rent credit for leased aircraft. The prepaid asset is charged to expense as the credits are used and the deferred credit is recognized as a reduction in aircraft rent expense over the lease term. The Company also periodically receives certain manufacturer incentives in connection with the acquisition of aircraft and engines. These incentives are deferred until the aircraft and engines are delivered and then applied as a reduction of the cost of the related equipment.

Gains and losses on aircraft sale and leaseback transactions are deferred and amortized over the terms of the related leases as an adjustment to aircraft rent expense.

In connection with the 2013 Recapitalization, when the Company amended its aircraft leases and extended lease terms, a number of aircraft and engine major maintenance events that were previously estimated to occur after the original lease term are now expected to occur within the extended lease term. As a result, the Company recorded $30.1 million of lease incentives associated with previously expensed supplemental rent payments that are now expected to be recoverable by virtue of the lease term extensions. These lease incentives were recorded as an increase to aircraft maintenance deposits and an increase to other liabilities in the Company’s consolidated balance sheet in 2013. The Company determined that a lease incentive resulted from the lease extension when the amount expected to be reimbursed in the future exceeds the amount of maintenance deposit currently on the balance sheet plus any future payments to be made through the date of the qualifying maintenance event. Any excess amount was recorded as an incentive to the extent there were supplemental rent payments made during the lease term that had previously been expensed. The Company calculated its lease incentives on a maintenance event by maintenance event basis, consistent with the manner in which supplemental rent payments are made to the lessors.

F-13

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company also has several leases for aircraft that were used before they were leased by the Company. Upon the occurrence of a maintenance event, the lessor will fund the cost of maintenance events for the periods in use prior to the commencement of the Company’s lease for such aircraft. Consistent across all aircraft leases, the estimated value of the Company’s rights under the lease to receive reimbursement for these maintenance events is recorded as a lease incentive with an offsetting liability that is amortized as a reduction in aircraft rent over the term of the related leases.

(j)	*Revenue Recognition*

The Company generates the majority of its revenue from sales of passenger tickets. The Company initially defers ticket sales as air traffic liability and recognizes passenger revenue when the passenger flight occurs. Passenger revenue also includes upgrade fees, which are recognized when the related flights occur.

Tickets expire one year from the date of issuance, if unused by the passenger. Travel credits are also issued to passengers for certain changes to flights, if a residual value exists after application of any applicable change fee. Travel credits also expire one year from the date of issuance. The Company estimates and records advanced breakage for tickets and travel credits that it expects will expire unused. These estimates are based upon the Company’s historical experience of expired tickets and travel credits and consider other facts, such as recent aging trends, program changes and modifications that could affect the ultimate expiration patterns of tickets and travel credits.

Other revenue consists of baggage fees, change fees, seat selection fees, passenger-related service fees, and inflight meals and entertainment. The Company recognizes revenue for baggage fee, seat selection fee, and passenger-related service fees when the associated flight occurs. Change fee revenues are recognized as they occur.

The Company is also required to collect certain taxes and fees from passengers on behalf of government agencies and remit these to the applicable agency on a periodic basis. These taxes and fees include U.S. federal transportation taxes, federal security charges and airport passenger facility charges. These taxes and fees are collected from passengers when they purchase a ticket, but are not included in passenger revenue. The Company records a liability upon collection and relieves the liability when payments are remitted to the applicable government agency.

The Company’s Elevate^® loyalty program provides frequent flyer travel awards to program members based upon accumulated points. Points are accumulated as a result of travel, purchases using the co-branded credit card, and purchases from other participating partners. The program has an 18-month expiration period for unused points from the month of last account activity. For all points earned under the Elevate program, the Company has an obligation to provide future travel when these reward points are redeemed. With respect to points earned as a result of travel, or flown points, the Company recognizes a liability and a corresponding sales and marketing expense, representing the incremental cost associated with the obligation to provide travel in the future, as points are earned by passengers. The Company offers redemption of points for Elevate program members through travel on its own flights and its partner airlines. Incremental cost for points to be redeemed on flights is estimated based upon historical costs, which include the cost of fuel, passenger fees, complimentary beverages, insurance, miscellaneous passenger supplies and other airline payments. The Company adjusts its liability periodically for changes in estimates of incremental cost, average points to redeem and breakage estimates.

The Company accounts for member points sold to partners, or sold points, including points related to participation in other providers’ affinity loyalty programs and member purchases with partner credit card companies as multiple-element arrangements. These arrangements have historically consisted of two elements: transportation and brand marketing-related activities. The transportation element represents the fair value of the

F-14

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

travel that the Company will ultimately provide when the sold points are redeemed. The brand and marketing element consists of brand marketing related activities conducted with participating partners. For points earned from purchases through the original co-branded credit card agreement (“Original Co-Brand Agreement’), the Company recorded deferred revenue using the residual method. The fair value of a point is estimated using the average points redeemed and the estimated value of purchased tickets with the same or similar restrictions as frequent flyer awards. The Company recognizes points redeemed as passenger revenue when the awards are redeemed and the related travel occurs. The Company recognizes the residual portion, if any, upon sale of points as other revenue associated with the other marketing services delivered.

In 2013, the Company entered into a new co-branded credit card agreement with a new partner (“New Co-Brand Agreement”). The New Co-Brand Agreement has a seven year term beginning January 1, 2014 when the new co-branded card was introduced and services to members began. Services with standalone value provided under this agreement include: (i) the point or the travel component; (ii) companion certificates for annual travel discounts up to $150; (iii) unlimited access to the use of the Company’s brand and customer list; (iv) advertising; (v) waived bag fees which are limited to the first checked bag for the cardholder and its companion traveling on the same flight purchased using the card; (vi) unlimited waived change fees provided the ticket is purchased using the premium card; and (vii) unlimited discounts on purchases made through the Company’s Red^® inflight entertainment system using the co-branded credit card. Under the New Co-Brand Agreement, the credit card partner is required to provide annual guaranteed advance payments over the contract term. Any unearned advance at the end of the calendar year is carried over to the following year until the contract expires. At the end of the contract, the Company has no obligation to refund any unearned advances to the partner. As of June 30, 2014 (unaudited), excess advances totaled $21.3 million, which the Company recorded as air traffic liability.

Under the revenue recognition rules for multiple element arrangements, the Company determines best estimated selling price (“BESP”) of each element and allocates the arrangement consideration using the relative selling price of each element. Based upon the preliminary valuation of the New Co-Brand Agreement, the majority of the value is attributable to point or the travel component and brand and customer list, for which the BESP is determined using management and market assumptions as well as other judgments necessary to determine the estimated selling price of each element. When developing the relative selling price allocation attributable to the points or travel component, the Company primarily considered the total number of points expected to be issued, the BESP for points (specifically the value at which points could be redeemed for free or discounted travel), the number of points expected to be redeemed, and the timing of redemptions. The BESP for points is derived based upon management estimate of the redemption rate used by its guests to convert points into the equivalent ticket value for travel on either Virgin, or one of its airline partners. This estimate also considered anticipated point devaluation and discounting factors driven by redemption timing. For brand and customer list, the Company considered brand power, the size of the Company’s customer list as well as the market royalty rate for equivalent programs. Management estimates of the BESP will not change, but the allocation between elements may change based upon changes in the ultimate volume of sales of each element during the term of the contract.

The Company recognizes and records revenue for the majority of the travel related elements in accordance with its existing policies for such services. Revenue for brand and advertising are recognized in other revenue as such services are provided ratably over the contract term. Revenue from making available unlimited services such as waived bag fees, waived change fees and inflight discounts are recognized in other revenue on a ratable basis over the contract term subject to a contract limitation based upon the proportion of cumulative points issued to total contract points expected to be issued.

The Company estimates breakage for sold points, using a regression analysis model supplemented with qualitative considerations, which include the history and success of the program, as well as member behavior. In addition, the Company also considers redemption trends by performing a weighted average redemption rate

F-15

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

calculation to evaluate the reasonableness of the calculated breakage rates. Breakage is recorded for sold points under the redemption method using points expected to be redeemed and the recorded deferred revenue balance to determine a weighted average rate, which is then applied to actual points redeemed. A change in assumptions as to the period over which points are expected to be redeemed, the actual redemption patterns, or the estimated fair value of points expected to be redeemed could have a material impact on revenue in the year in which the change occurs as well as in future years. Management estimates could change in the future as Elevate members’ behavior changes and more historical data is collected.

(k)	*Airframe and Engine Maintenance and Repair*

The Company accounts for qualifying major engine maintenance under the deferral method wherein overhaul costs and replacement of engine limited life parts are capitalized and amortized as a component of depreciation and amortization expense up to the earlier of lease end or the estimated date for the next engine overhaul. The Company has an engine services agreement with a third party vendor covering major maintenance for nearly all engines. Under the terms of the agreement, the Company pays a set dollar amount per engine hour flown at the time the engine repair occurs and a smaller amount per engine hour flown monthly in arrears. As of December 31, 2013 and June 30, 2014 (unaudited), no major engine maintenance costs had been capitalized due to the young age of the Company’s fleet. Regular airframe and other routine maintenance are expensed as incurred.

The Company has a separate maintenance-cost-per-hour contract for management and repair of certain rotable parts to support airframe and engine maintenance and repair. This agreement requires monthly payments based upon utilization, such as flight hours, cycles and age of the aircraft, and in turn, the agreement transfers certain risks to the third-party service provider. Expense is recognized based on the contractual payments, as these substantially match the services being received over the contract period.

(l)	*Aircraft Maintenance Deposits*

The Company is contractually required to make supplemental rent payments to aircraft lessors which represent maintenance reserves made solely to collateralize the lessor for future maintenance events. Under most leases, the lease agreements provide that maintenance reserves are reimbursable upon completion of the major maintenance event in an amount equal to the lesser of (i) the amount of the maintenance reserve held by the lessor associated with the specific major maintenance event or (ii) the qualifying costs related to the specific major maintenance event.

The supplemental payments that are expected to be recovered from lessors are recorded as aircraft maintenance deposits in the accompanying consolidated balance sheets. When it is not probable that amounts on deposit with lessors will be recovered, such amounts are expensed as a component of aircraft rent expense. When the underlying maintenance event is performed, the cost is either capitalized for engines or expensed for all other major maintenance and the deposit is reclassified to other receivables in the accompanying consolidated balance sheets.

The terms of the Company’s aircraft lease agreements also provide that most unused maintenance reserves held by the lessor which relate to major maintenance events that fall outside of the lease term are nonrefundable at the expiration of the lease and will be retained by the lessor. The Company charges supplemental rent payments to aircraft rent expense in the accompanying consolidated statements of operations when it becomes less than probable that amounts will be recovered.

The Company makes certain assumptions at the inception of the lease and at each balance sheet date to determine the recoverability of maintenance deposits. These assumptions are based on various factors such as the

F-16

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

estimated time between the maintenance events, the cost of future maintenance events and the number of flight hours the aircraft is estimated to be utilized before it is returned to the lessor. Changes in estimates related to maintenance reserve payments are accounted for on a prospective basis.

(m)	*Advertising*

The Company expenses advertising and the production costs of advertising as incurred. Advertising and marketing expense was $33.1 million, $42.9 million and $38.6 million for the years ended December 31, 2011, 2012, and 2013, respectively, and $19.4 million and $15.5 million for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), respectively.

(n)	*Share-Based Compensation*

Share-based compensation expense for stock options and restricted stock units is measured at fair value on the date of grant. The Company utilizes third party independent valuation reports to assist with valuation of options and restricted stock units and uses the Black-Scholes option pricing model for service condition grants. The Company recognizes share-based compensation expense net of estimated forfeitures. The Company estimates its forfeiture rate based on historical activity. Share-based compensation expense is recognized over the requisite service period on a straight line basis, including awards subject to graded vesting.

The Company grants performance and market-based options and restricted stock units to employees and directors. With respect to certain stock awards, the performance conditions restrict exercisability or settlement until certain liquidity events occur, such as a qualifying initial public offering (IPO) or change in control. The market conditions further restrict such exercisability or settlement upon the occurrence of such liquidity event to attain a certain targeted minimum market price. For those awards that vest over a fixed service period, if they do not become exercisable before an employee’s termination, they are forfeited. Share-based compensation expense will be recorded in connection with these stock awards when it is probable that the performance conditions will be met.

(o)	*Income Taxes*

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences among the financial statements, carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be 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.

The Company provides a valuation allowance for net deferred tax assets when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized. The realization of deferred tax assets is dependent on future taxable income, including reversals of deferred tax liabilities, during the periods in which those temporary differences will become deductible. Future taxable income is dependent on the Company’s financial performance, the market environment in which the Company operates, the utilization of past tax credits and the length of relevant carryback and carryforward periods.

(p)	*Concentrations of Risk*

The Company’s credit card holdbacks are concentrated to a few companies. These receivables do not represent a significant concentration of risk at December 31, 2013 or June 30, 2014 (unaudited) due to the frequency with which settlement of the holdbacks takes place.

F-17

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Fuel derivative instruments expose the Company to credit loss in the event of non-performance by counterparties to the agreements. The amount of such credit exposure is generally limited to the positive fair value of the Company’s outstanding contracts. To manage credit risk, the Company selects counterparties based on credit assessments, limits exposure to a single counterparty by transacting with multiple large, well-known financial institutions, and monitors market position relative to each counterparty. Some of the agreements require cash deposits to be placed at another institution if the counterparty credit rating drops below a specified threshold. Such provisions did not affect the Company’s financial position as of December 31, 2013 or June 30, 2014 (unaudited).

(q)	*New Accounting Standards or Updates Recently Adopted*

In December 2011, the Financial Accounting Standards Board (FASB) issued an accounting standards update requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the balance sheet or that are subject to enforceable master netting arrangements or similar agreements. In January 2013, the FASB issued an accounting standards update that limited the scope of the previous update issued in December 2011 and its new balance sheet offsetting disclosure requirements to derivatives. The accounting standards updates became effective for the Company as of January 1, 2013. As a result of the application of the accounting standards updates, the Company has provided additional disclosure in Note 6 Financial Derivative Instruments and Risk Management.

In July 2012, the FASB issued an accounting standards update intended to simplify how an entity tests indefinite-lived intangible assets other than goodwill for impairment by providing companies with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This accounting standards update became effective for the Company as of January 1, 2013, and its adoption did not have any impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued an accounting standards update to require reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. This accounting standard became effective for the Company as of January 1, 2013. As a result of the application of this accounting standards update, the Company has provided additional disclosures in the consolidated statements of other comprehensive income.

In July 2013, the FASB issued an accounting standards update that provides guidance on the financial statement presentation of unrecognized tax benefits when a net operating loss (NOL) carryforward or a tax credit carryforward exists. Under the new standard update, unrecognized tax benefits related to NOLs or tax credit carryforwards are to be presented in the financial statements as a reduction to a deferred tax asset. This accounting standard update became effective for the Company as of January 1, 2014. The adoption of the accounting standard update did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB and IASB jointly issued a comprehensive new revenue recognition standard that will replace most existing revenue recognition standards under U.S. GAAP and IFRS. The new standard will require the Company to recognize revenue when goods or services are transferred to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. As a result, the Company will need to use more judgments and estimates to determine when and how revenue is recognized than U.S. GAAP currently requires. The new standard will become effective for the Company on January 1, 2017. The Company is still evaluating the impact of adopting the accounting standard on its consolidated financial statements.

F-18

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

the requisite service period. The standard provides guidance that this performance target should not be included in the estimate of the award’s grant date fair value. The standard requires compensation cost to be recognized over the required service period if it is probable that the service condition will be achieved. This guidance will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2015 and can be applied either prospectively or retrospectively to all awards outstanding as of the beginning of the earliest annual period presented as an adjustment to opening retained earnings. Early adoption is permitted. The Company does not expect this accounting standards update to have a material impact on the consolidated financial statements.

(4)

Balance Sheet Components

Following are components of current and non-current other assets and liabilities in the accompanying consolidated balance sheets (in thousands):

Prepaid expenses and other assets:


	December 31,				June 30, 2014
	2012		2013		June 30, 2014
					(unaudited)
Prepaid expenses and other assets	$	18,263	$	10,896	$	13,495
Aircraft maintenance deposits—current portion		9,755		12,473		7,545

	$	28,018	$	23,369	$	21,040

See Note 3—Summary of Significant Accounting Policies for additional information about aircraft maintenance deposits.

Other non-current assets:


	December 31,				June 30, 2014
	2012		2013		June 30, 2014
					(unaudited)
Intangible assets	$	—	$	27,000	$	49,000
Deferred rent asset		—		24,634		40,291
Other		15,617		7,386		5,672

	$	15,617	$	59,020	$	94,963

Other current liabilities:


	December 31,				June 30, 2014
	2012		2013		June 30, 2014
					(unaudited)
Accrued salaries, wages and benefits	$	14,834	$	21,292	$	19,619
Accrued taxes and fees for passenger travel		11,611		13,057		16,060
Accrued property taxes		9,810		10,779		14,582
Deferred revenue		4,649		1,962		1,001
Other		22,445		26,662		30,558

	$	63,349	$	73,752	$	81,820

F-19

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Other liabilities, non-current:


	December 31,				June 30, 2014
	2012		2013		June 30, 2014
					(unaudited)
Deferred rent credits	$	38,205	$	57,672	$	52,966
Other		2,567		1,875		1,980

	$	40,772	$	59,547	$	54,946

See Note 3—Summary of Significant Accounting Policies for additional information about deferred rent credits associated with lease incentives.

(5)

Fair Value

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance establishes a fair value hierarchy based upon the level of independent, objective evidence available to support the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As a basis for considering such assumptions, the fair value hierarchy is as follows:


Level 1		Observable inputs such as quoted prices in active markets for identical assets or liabilities.

Level 2		Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities.

Level 3		Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The following is a listing of the Company’s assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of December 31, 2012, 2013, and June 30, 2014 (unaudited) respectively (in thousands):


	December 31, 2012
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	50,002	$	—	$	—	$	50,002
Restricted cash		10,360		—		—		10,360
Heating oil collars fuel derivative instruments asset, net		—		172		—		172
Brent calls derivative instrument asset, net		—		1,007		—		1,007

	$	60,362	$	1,179	$	—	$	61,541

F-20

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)


	December 31, 2013
	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	45,005	$	—	$	—	$	45,005
Restricted cash		12,425		—		—		12,425
Heating oil collars fuel derivative instruments asset, net		—		811		—		811
Brent calls derivative instrument asset, net		—		1,609		—		1,609

	$	57,430	$	2,420	$	—	$	59,850


	June 30, 2014 (unaudited)
	Level 1		Level 2			Level 3		Total
Assets (Liability)
Cash equivalents	$	60,006	$	—		$	—	$	60,006
Restricted cash		14,513		—			—		14,513
Heating oil collars fuel derivative instruments liability, net		—		1,196			—		1,196
Brent calls derivative instrument liability, net		—		(555	)		—		(555	)

	$	74,519	$	641		$	—	$	75,160

Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within the fair value hierarchy. The Company maintains cash and cash equivalents with various high quality financial institutions.

The Company’s fuel derivative instruments are privately negotiated contracts and are not traded on public exchanges. The Company’s derivative instruments are primarily classified as Level 2, as they are not actively traded and are valued using pricing models that use observable market inputs. Inputs to the valuation models include contractual terms, market prices, yield curves, fuel price curves, and measures of volatility.

The Company utilizes third-party independent valuation reports to assist with valuation of related-party warrants and related debt balances which incorporate a calculation of enterprise value on the Company’s projected future earnings using a discounted cash flow analysis and deducting from the enterprise value the present value of the existing capital structure, debt and other obligations. Related-party warrants issued solely as equity transactions prior to the 2013 Recapitalization were recorded in additional paid-in capital in the accompanying consolidated balance sheets. Related-party warrants issued in connection with debt and in connection with the 2013 Recapitalization were recorded as a reduction of the related debt in the accompanying consolidated balance sheets, with an offset to stockholders’ equity. Since significant unobservable inputs are used in determining fair value, warrants are categorized as Level 3 in the fair value hierarchy. See Note 9—Stockholders’ Equity for additional information.

The majority of the Company’s debt is privately negotiated with related parties. The estimated fair value of related-party debt at December 31, 2013 was $621.0 million and at June 30, 2014 (unaudited) was $648.1 million. The Company uses significant unobservable inputs in determining discounted cash flows to estimate the fair value and therefore, such amounts are categorized as Level 3 in the fair value hierarchy. See Note 7—Long-Term Debt for additional information.

F-21

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

(6)

Financial Derivative Instruments and Risk Management

The Company’s results of operations are inherently dependent on the cost of aircraft fuel which is the Company’s single largest expense. Aircraft fuel prices have significant exposure to price volatility and fluctuate based upon market expectations such as demand and supply as well as other economic factors. Increases in aircraft fuel prices may adversely impact the Company’s financial performance, operating cash flow, and financial position as a greater amount of cash may be needed in order to obtain aircraft fuel for operation. Since aircraft fuel is not widely traded on an organized futures exchange, the Company purchases futures contracts on commodities that are highly correlated to aircraft fuel prices. The Company’s fuel risk management strategy is to reduce fuel price volatility while managing the Company’s cash and margin exposure. The Company does not purchase or hold any derivatives financial instruments for trading purposes. To manage economic risks associated with the fluctuations of aircraft fuel prices, the Company hedges a targeted percentage of its forecasted fuel requirements over the next 12 months with a rolling strategy of entering into call options for crude oil and collar contracts for heating oil in the longer term, three to 12 months before the expected fuel purchase date; then prior to maturity of these contracts, within three months of the fuel purchase, the Company exits these contracts by entering into offsetting trades and locks in the price of a percentage of its fuel requirements through the purchase of fixed forward pricing (FFP) contracts in jet fuel.

The Company utilizes FFP contracts with its fuel service provider as part of its risk management strategy, wherein fixed prices are negotiated for set volumes of future purchases of fuel. The Company takes physical delivery of the future purchases. The Company has applied the normal purchase and normal sales exception for these commitments. As of December 31, 2013, the total commitment related to FFP contracts was $19.6 million, for which the related fuel will be purchased during 2014. As of June 30, 2014 (unaudited), the total commitment related to FFP contracts was $58.6 million, for which the related fuel will be purchased during the next three months.

Prior to 2012, the Company’s fuel hedge derivatives were treated as economic hedges and were not designated as hedges under accounting principles related to hedge accounting. As a result, periodic changes to the fair value of these derivative instruments were adjusted through aircraft fuel expense in the consolidated statements of operations in the period of change.

Beginning in 2012, the Company began designating the majority of its fuel hedge derivatives contracts as cash flow hedges under the applicable accounting standard. The accounting standard governing designation of hedges involves stringent documentation requirements, including documentation of hedging strategy, statistical analysis to qualify a commodity for hedge accounting both on a historical and a prospective basis, and strict contemporaneous documentation that is required at the time each hedge is designated. The Company assesses the effectiveness of each of its individual hedges on a monthly basis.

Fuel hedge derivatives which qualify for hedge accounting are designated as cash flow hedges. Under hedge accounting, all periodic changes in the fair value of the derivatives designated as effective hedges are recorded in accumulated other comprehensive income (loss) (AOCI) until the underlying fuel is purchased at which point the deferred gain or loss will be recorded as fuel expense. This treatment of fuel hedge derivatives exposes the Company to the risk that its hedges may not be effective in offsetting changes in the cost of fuel and therefore may not continue to qualify under hedge accounting. Hedge ineffectiveness results when the change in fair value of the derivative instruments exceeds the change in the value of the Company’s expected future cash outflow relating to fuel purchases and consumption. In the event that the Company’s fuel hedge derivatives do not qualify as effective hedges, the periodic changes in fair value of the derivatives are included in fuel expense in the period they occur. If the Company terminates a fuel hedge derivative contract prior to its settlement date, the cumulative gain or loss recognized in AOCI at the termination date will remain in AOCI until the terminated intended

F-22

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

transaction occurs. In the event it becomes improbable that such event will occur, the cumulative gain or loss is immediately reclassified into earnings. All cash flows associated with purchasing and settling of fuel hedge derivatives are classified as operating cash flows in the accompanying consolidated statements of cash flows.

The following tables present the fair value of derivative assets and liabilities that are designated and not designated as hedging instruments, as well as the location of the asset and liability balances within the consolidated balance sheets as of December 31, 2012, 2013 and June 30, 2014 (unaudited) (in thousands):


Derivatives designated as cash flow hedges	Consolidated balance sheet location	Fair value of derivatives as of December 31,				Fair value of derivatives as of June 30, 2014
Derivatives designated as cash flow hedges	Consolidated balance sheet location	2012		2013		Fair value of derivatives as of June 30, 2014
						(unaudited)
Fuel derivative instruments—Heating oil collars	Current assets	$	135	$	769	$	1,020
	Current liability		—		—		—
Fuel derivative instruments—Brent calls	Current assets		531		1,424		1,190
	Current liability		—		—		—

		$	666	$	2,193	$	2,210


Derivatives not designated as cash flow hedges	Consolidated balance sheet location	Fair value of derivatives as of December 31,				Fair value of derivatives as of June 30, 2014
Derivatives not designated as cash flow hedges	Consolidated balance sheet location	2012		2013		Fair value of derivatives as of June 30, 2014
						(unaudited)
Fuel derivative instruments—Heating oil collars	Current assets	$	36	$	42	$	176
	Current liability		—		—		—
Fuel derivative instruments—Brent calls	Current assets		477		185		—
	Current liability		—		—		(1,745	)

		$	513	$	227	$	(1,569	)

The following table summarizes the effect of fuel derivative instruments in the consolidated statements of operations for the years ended December 31, 2011, 2012 and 2013, and for the six months ended June 30, 2013 and 2014 (unaudited) respectively (in thousands):


Derivatives accounted for as hedging instruments under ASC 815	Consolidated financial statement location		Gains (losses) on derivative contracts as of December 31,							Gains (losses) on derivative contracts as of June 30,
			2011	2012			2013			2013		2014
										(unaudited)		(unaudited)
Fuel derivative instruments		Aircraft fuel expense	$—	$	(3,473	)	$	(2,597	)	$	80	$	(677	)

Total impact to the consolidated statements of operations			$—	$	(3,473	)	$	(2,597	)	$	80	$	(677	)


Derivatives not accounted for as hedging instruments under ASC 815	Consolidated financial statement location		Gains (losses) on derivative contracts as of December 31,							Gains (losses) on derivative contracts as of June 30,
			2011	2012			2013			2013			2014
										(unaudited)			(unaudited)
Fuel derivative instruments		Aircraft fuel expense	$(382)	$	(261	)	$	(1,849	)	$	(1,667	)	$	(928	)

Total impact to the consolidated statements of operations			$(382)	$	(261	)	$	(1,849	)	$	(1,667	)	$	(928	)

F-23

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Amounts excluded from the assessment of hedge effectiveness were not material for the fiscal periods presented. At December 31, 2013, the Company estimates that approximately $1.7 million net derivative gains related to its cash flow hedges included in accumulated other comprehensive income will be reclassified into earnings within the next 12 months. At June 30, 2014 (unaudited), the Company estimates that approximately $0.9 million net derivative gains related to its cash flow hedges included in accumulated other comprehensive income will be reclassified into earnings within the next 12 months

The effect of fuel derivative instruments designated as cash flow hedges and the underlying hedged items on the consolidated statements of operations for the years ended December 31, 2012 and 2013, respectively, is summarized as follows (in thousands):


Fuel derivatives designated as cash flow hedges	Amount of gain (loss) recognized in AOCI on derivatives (Effective portion)				Gain (loss) reclassified from AOCI into income (Fuel expense) (Effective portion)						Amount of gain (loss) recognized into income (Ineffective portion)
Fuel derivatives designated as cash flow hedges	2012		2013		2012			2013			2012			2013
Fuel derivative instruments	$	(4,528)	$	307	$	(3,320	)	$	(2,557	)	$	(153	)	$	(40	)

The effect of fuel derivative instruments designated as cash flow hedges and the underlying hedged items on the consolidated statements of operations for the six months ended June 30, 2013 and 2014, respectively, is summarized as follows (in thousands):


Fuel derivatives designated as cash flow hedges	Amount of gain (loss) recognized in AOCI on derivatives (Effective portion)						Gain (loss) reclassified from AOCI into income (fuel expense) (Effective portion)						Amount of gain (loss) recognized into income (Ineffective portion)
	For the Six Months Ended						For the Six Months Ended						For the Six Months Ended
	June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013			June 30, 2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Fuel derivative instruments	$	(3,002	)	$	(1,227	)	$	(195	)	$	(501	)	$	(115	)	$	(176	)

The notional amounts of the Company’s outstanding fuel derivatives are summarized as follows (gallons in millions):


	December 31,				June 30, 2014
	2012		2013		June 30, 2014
					(unaudited)
Derivatives designated as hedging instruments:
Fuel derivative instruments—Heating oil collars		23		23		20
Fuel derivative instruments—Brent calls		18		18		9

		41		41		29
Derivatives not designated as hedging instruments:
Fuel derivative instruments—Heating oil collars		2		1		2
Fuel derivative instruments—Brent calls		6		3		5

		8		4		7

Total		49		45		36

As of December 31, 2013, the Company had entered into fuel derivative contracts for approximately 27% of its forecasted aircraft fuel requirements for 2014. At June 30, 2014 (unaudited), the Company had entered into fuel derivative contracts for approximately 22% of its forecast fuel requirements for the next 12 months.

F-24

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company presents its fuel derivative instruments at net fair value in the accompanying consolidated balance sheets. The Company’s master netting arrangements with counterparties allow for net settlement under certain conditions. As of December 31, 2012 and 2013, and June 30, 2014 (unaudited) information related to these offsetting arrangements was as follows (in thousands):


	December 31, 2012
	Derivatives offset in consolidated balance sheet								Derivatives eligible for offsetting
	Gross derivative amounts			Gross derivative amounts offset in consolidated balance sheet			Net amount		Gross derivative amounts			Gross derivative amounts eligible for offsetting			Net amount
Fair value of assets	$	2,462		$	(1,283	)	$	1,179	$	2,462		$	(1,283	)	$	1,179
Fair value of liabilities		(1,283	)		1,283			—		(1,283	)		1,283			—


	December 31, 2013
	Derivatives offset in consolidated balance sheet								Derivatives eligible for offsetting
	Gross derivative amounts			Gross derivative amounts offset in consolidated balance sheet			Net amount		Gross derivative amounts			Gross derivative amounts eligible for offsetting			Net amount
Fair value of assets	$	2,467		$	(47	)	$	2,420	$	2,467		$	(47	)	$	2,420
Fair value of liabilities		(47	)		47			—		(47	)		47			—


	June 30, 2014 (unaudited)
	Derivatives offset in consolidated balance sheet								Derivatives eligible for offsetting
	Gross derivative amounts			Gross derivative amounts offset in consolidated balance sheet			Net amount		Gross derivative amounts			Gross derivative amounts eligible for offsetting			Net amount
Fair value of assets	$	2,905		$	(2,264	)	$	641	$	2,905		$	(2,264	)	$	641
Fair value of liabilities		(2,264	)		2,264			—		(2,264	)		2,264			—

The fuel derivative agreements the Company has with its counterparties may require the Company to pay all, or a portion of, the outstanding loss positions related to these contracts in the form of a margin call prior to their scheduled maturities. The amount of collateral posted, if any, is adjusted based on the fair value of the fuel hedge derivatives. The Company did not have any collateral posted related to outstanding fuel hedge contracts at December 31, 2013 and June 30, 2014 (unaudited).

(7)

Long-Term Debt

In May 2013, the Company executed a series of agreements with its investors to recapitalize the Company. See Note 2—2013 Recapitalization for additional information.

F-25

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Long-term debt including accrued paid-in-kind interest consisted of the following at December 31, 2012, 2013 and June 30, 2014 (unaudited), respectively (in thousands):


	Pre 2013 Recapitalization			Post 2013 Recapitalization
	December 31, 2012			December 31, 2013		June 30, 2014
						(unaudited)
Related-party debt:
Virgin Group (a)	$	621,401		$	463,117	$	463,117
Cyrus Capital (b)		31,898			71,013		74,408
FNPA debt (c)		160,304			173,839		181,904
Third-party debt:
5.2%—5.3% Pre–delivery payments loan (d)		39,462			39,462		39,462
Term loan credit facility (e)		—			—		40,000
8.3% Equipment loan due through 2013 (f)		3,404			—		—
Capital leases		565			—		—

Total debt		857,034			747,431		798,891
Less: current maturities		(3,969	)		—		—

Long–term debt	$	853,065		$	747,431	$	798,891

(a)

The 2013 and June 30, 2014 (unaudited) debt balances represent the Virgin Group’s portion of restructured debt (issued in the form of notes) accounted for in accordance with troubled debt restructuring accounting guidance. See Note 2—2013 Recapitalization for additional information. The restructured notes have an effective interest rate of 0% as previously described in Note 2. Contractual interest on the notes compounds annually and is payable upon redemption or at maturity (June 9, 2016). The notes restrict the Company’s ability to incur any additional senior debt other than that directly related to financing of aircraft or other asset-based financing. The notes may be redeemed at the option of the Company at any time in the amount equal to the then-outstanding principal of the notes, including accrued interest. Upon a change of control or a qualified sale, the holder of the notes can cause the Company to redeem all of the principal at the redemption price then in effect. At December 31, 2013 and June 30, 2014 (unaudited), the redemption value of the notes was $398.6 million and $410.6 million, respectively. The 2012 debt balance was comprised of subordinated notes and other related-party debt which were subject to the 2013 Recapitalization. Prior to the 2013 Recapitalization, this debt had stated rates of interest ranging from 4.7% to 20% and had various maturity dates from 2016 through 2020.

(b)

The 2013 and June 30, 2014 (unaudited) debt balances represent Cyrus Capital’s portion of restructured debt (issued in the form of notes) accounted for in accordance with troubled debt restructuring accounting guidance. See Note 2—2013 Recapitalization for additional information. The restructured notes have an effective interest rate of 10%. Contractual interest on the notes compounds annually and is payable upon redemption or at maturity (June 9, 2016). The notes restrict the Company’s ability to incur any additional senior debt other than that directly related to financing of aircraft or other asset-based financing. The notes may be redeemed at the option of the Company at any time in the amount equal to the then-outstanding principal of the notes, including accrued interest. Upon a change of control or a qualified sale, the holder of the notes can cause the Company to redeem all of the principal at the redemption price then in effect. At December 31, 2013 and June 30, 2014 (unaudited), the redemption value of the notes was $66.8 million and $70.8 million, respectively. Prior to the 2013 Recapitalization, the 2012 debt balance was comprised of related-party notes that had a stated rate of 20%.

(c)	The terms of the FNPA notes were not modified as a result of the 2013 Recapitalization. At December 31, 2013, and June 30, 2014 (unaudited), all of the FNPA debt is held by Cyrus Capital. The FNPA notes were

F-26

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

issued in December 2011, when the Company raised $150.0 million. The FNPA notes are due on June 9, 2016, and have substantially identical terms to the other related-party notes described in (a) and (b), except that the interest rate on the FNPA notes is 17% per year, with (i) 50% payable in kind, compounded annually on the anniversary of the issuance date, and treated as principal, and (ii) 50% payable in cash on a quarterly basis. In connection with the issuance of the FNPA notes, the Company issued warrants to purchase an aggregate of 19.25 million shares of Class C common stock, which became detachable from the FNPA notes upon issuance. The proceeds from the issuance of the $150.0 million of the FNPA notes were allocated between the FNPA notes and the warrants on a relative fair value basis, which resulted in $5.6 million of the proceeds being recorded to additional paid-in capital representing the value of the warrants. This amount is treated as a debt discount on the FNPA notes and will be recorded as interest expense over the term of the notes, resulting in an effective interest rate of 22.3%. At December 31, 2013 and June 30, 2014 (unaudited) the redemption value of the notes was $177.5 million and $185.0 million, respectively.

(d)

In connection with the Company’s aircraft PDP obligations with Airbus, the Company has a fully drawn credit agreement with lenders for the Company’s PDP commitments. Interest on borrowings under the credit agreement accrues monthly at a rate of 5% plus LIBOR. The Company will repay advances and related interest allocable to each aircraft in full upon the delivery date of the individual aircraft.

(e)

In April 2014, the Company entered into a five-year term loan credit facility for $40.0 million to finance the purchase of domestic airport operating rights with principal repayable in full at maturity. Amounts borrowed under this term loan accrue interest at a rate of LIBOR plus 3.5%, provided that LIBOR is not less than 1.0%, or, a comparable alternative rate based on other interest rate indices. The term loan requires compliance with certain covenants including semi-annual third-party slot appraisal valuation requirements.

(f)	In 2010, the Company secured certain equipment loans to finance buyer-furnished equipment (“BFE”) for leased aircraft. Interest accrues monthly at a rate of LIBOR plus 8%. The loans were repaid in 2013.

In the event of insolvency, the Company’s related-party debt has the following ranking: first, the FNPA notes rank senior to all other related-party debt. Second, the $75.0 million of FNPA II notes issued in May 2013, of which $37.5 million is held by the Virgin Group and $37.5 million is held by Cyrus Capital, ranks junior to the FNPA but senior to all other related-party debt, and thereafter, all other related-party debt. Thereafter, all other related-party debt ranks pari passu on a pro rata basis. Substantially all assets at December 31, 2013 and June 30, 2014 (unaudited) were pledged as security under the various related-party debt. In connection with the related-party debt, certain restrictive covenants require compliance, including limitations on cash distributions or dividends, maintenance of a fuel hedging program with certain quantitative and qualitative requirements, and a minimum liquidity provision. As of December 31, 2013 and June 30, 2014 (unaudited), the Company is in compliance with all debt covenants.

(8)

Contingencies and Commitments

(a)	*Contingencies*

The Company is subject to legal proceedings, claims, investigations and proceedings arising in the ordinary course of business. While the outcome of these matters is currently not determinable, the Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

The Company is party to routine contracts under which it indemnifies third parties for various risks. The Company has not accrued any liability for these indemnities, as the amounts are not determinable nor estimable.

F-27

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

In its aircraft related agreements, as is typical of commercial arrangements made in order to purchase, finance, and operate commercial aircraft, the Company indemnifies the manufacturer, the financing parties, and other related parties against liabilities that arise from the manufacture, design, ownership, financing, use, operation, and maintenance of the aircraft for tort liability, whether or not these liabilities arise out of or relate to the negligence of these indemnified parties, except for their gross negligence or willful misconduct. The Company believes that it will be covered by insurance subject to deductibles for most tort liabilities and related indemnities as described above with respect to the aircraft the Company will operate. Additionally, if there is a change in the law that results in the imposition of any reserve, capital adequacy, special deposit, or similar requirement the result of which is to increase the cost to the lender, the Company will pay the lender the additional amount necessary to compensate the lender for the actual cost increase. The Company cannot estimate the potential amount of future payments under the foregoing indemnities.

(b)	*Commitments*

Pre-Delivery Payments for Flight Equipment

In December 2010, the Company entered into a purchase agreement with Airbus for 60 A320 aircraft, including 30 A320neo aircraft, the first commercial order for the new eco-efficient engine option. Under the terms of the Company’s aircraft purchase agreement, the Company is committed to making pre-delivery payments at varying dates prior to delivery.

In December 2012, the Company amended its 2010 aircraft purchase agreement with Airbus reducing its order of 60 A320 aircraft to 40 aircraft and deferring delivery dates to begin in 2015. Under the amended agreement, the Company also obtained cancellation rights for the last 30 of the 40 aircraft which are exercisable in groups of five aircraft two years prior to the stated delivery periods in 2020 to 2022, subject to loss of deposits and credits as a cancellation fee. All of the deposits have been reapplied according to the new delivery schedule except for $11.0 million which was converted into a credit earned upon delivery of the last 10 of the 40 aircraft.

The Company evaluated the recoverability of the deposits, credits, and related capitalized interest in connection with the anticipated purchase of the aircraft in future periods and determined them to be recoverable. If the Company ultimately exercises its cancellation rights for up to 30 aircraft, it would incur a loss of deposits and credits of up to $26.0 million as a cancellation fee. Because the Company concluded that the deposits and credits are recoverable and that it is not likely to incur cancellation fees, the Company did not record such fees. The Company maintains $69.1 million of pre-delivery payments in its accompanying consolidated balance sheets as of December 31, 2013 and $78.3 million as of June 30, 2014 (unaudited), $39.5 million of which was financed by a third party.

Committed expenditures not subject to cancellation rights for these aircraft and separately sourced spare engines, including estimated amounts for contractual price escalations and pre-delivery payment deposits, will total approximately $427.3 million at December 31, 2013. The Company believes that its cash resources and commercially available aircraft financing will be sufficient to satisfy these purchase commitments. For six out of the first 10 aircraft deliveries, the Company has obtained a manufacturer back—stop debt financing commitment, which it does not expect to utilize.

Operating Leases

In connection with the 2013 Recapitalization described in Note 2, the Company executed a series of amendments to its aircraft leases. The aircraft lease amendments resulted in extensions of varying lengths by

F-28

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

lease for periods from three to five years, up to 15 years from date of the aircraft manufacture, reductions to base monthly rent, maintenance deposits or both through monthly cash rebates (“Lease Rebates”). Certain aircraft lease extensions will be at fixed rates based upon the fair market value of the aircraft as determined by a qualified appraisal at the start of the lease extension period. The Company estimated the extension rates utilizing current independent aircraft appraisals, current market lease rates, and has factored in future demand for the leased aircraft while giving consideration to newer, more fuel efficient aircraft expected to be delivered in the marketplace during the extension period. All amended leases were re-evaluated to determine if they qualified as a capital lease, and were determined to be operating leases under the new lease terms. Thus, as of December 31, 2013 and as of June 30, 2014 (unaudited), the Company leased all 53 of the aircraft it operates, as well as three spare engines, under operating leases.

Lease Rebates received at the start of the amended leases are accounted for as an incentive to be recorded as a reduction of rent expense on a straight-line basis over the lease term. Payment of future Lease Rebates are contingent on the Company maintaining $75.0 million of unrestricted cash as of the last day of each month and recognized as a reduction in rent expense when the liquidity requirement is met. Under the amended lease agreements, for substantially all of the lessors who are providing Lease Rebates from monthly base rent, the Company is obligated to refund 25% of all the Lease Rebates received through December 31, 2016 in the first quarter of 2017 or on a pro-rata basis with any debt repayment occurring prior to the first quarter of 2017. Refundable Lease Rebates are recorded as a component of the deferred rent balance in the consolidated financial statements. The aggregate lease rebates earned and recorded as contingent rent for the year ended December 31, 2013 and in the first six months ended June 30, 2013 and 2014 (unaudited) were $11.1 million, $1.2 million and $9.9 million, respectively.

In addition, as certain lease terms are now extended, certain major aircraft and engine maintenance events are expected to fall within the extended lease terms. As a result, the Company recorded lease incentives associated with supplemental rent payments that were previously expensed that are now expected to be recoverable by virtue of the lease term extensions. The Company recorded these lease incentives as an increase to aircraft maintenance deposits and an increase to other liabilities in the consolidated balance sheet in 2013.

The Company also leases airport space, office space and other equipment, which expire in various years through 2022. The Company has funded $61.6 million as of December 31, 2013 and $63.2 million as of June 30, 2014 (unaudited) in cash to various lessors to serve as collateral for base rent deposits related to all of its leases.

The Company recorded rent expense of $213.4 million, $270.8 million, and $243.9 million on all non-cancelable operating leases in 2011, 2012, and 2013, respectively, including $18.3 million, $15.5 million, and $3.0 million in 2011, 2012 and 2013, respectively, for supplemental rent as further described in Note 3— Summary of Significant Accounting Policies—Aircraft Maintenance Deposits. For the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), rent expense of $131.4 million and $115.9 million, respectively, was recorded on all non-cancelable operating leases, including $2.7 million and a $1.6 million, respectively, for supplemental rent.

F-29

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Summary of Future Payment Obligations

As of December 31, 2013, the Company has the following contractual payment commitments (in thousands):


Year	Long-term debt including related- party (1)		Aircraft and engine purchases (2)		Aircraft and engine leases (3)		Maintenance deposits (4)		Other leases (5)		Total
2014	$	—	$	31,131	$	228,458	$	9,686	$	18,542	$	287,817
2015		27,060		211,899		223,569		9,690		17,339		489,557
2016		720,371		184,250		214,157		9,830		15,471		1,144,079
2017		—		—		201,003		10,224		14,205		225,432
2018		—		—		185,603		10,734		11,091		207,428
Thereafter		—		—		656,555		57,643		29,191		743,389

	$	747,431	$	427,280	$	1,709,345	$	107,807	$	105,839	$	3,097,702

(1)	Includes accrued interest.

(2)	Represents non-cancelable contractual payment commitments for aircraft and engines.

(3)	Represents future minimum lease payments under non-cancelable operating leases with initial terms in excess of one year, including renewal payments for signed lease extensions and excluding lease rebates.

(4)	Represents the fixed portion of supplemental rent under lessor contracts for maintenance reserve payment commitments; excludes variable future amounts that will be based on actual flight hours.

(5)	Represents future minimum lease payments under non-cancelable building, airport station, and equipment leases.

The tables above exclude the Company’s commitment to pay royalties of 0.5% of the Company’s operating revenue for the use of the Company’s brand name to a related party.

(9)

Stockholders’ Equity

In May 2013, in conjunction with its recapitalization and debt restructuring, the Company amended and restated its certificate of incorporation and increased its authorized shares for Class A, Class C and Class G common stock. See Note 2— 2013 Recapitalization for additional information.

In 2010, VX Employee Holdings LLC (“Employee LLC”) was formed to facilitate the distribution of incentives to eligible employees, which do not include the Company’s officers, upon the qualified public offering of the Company’s common stock. The Company loaned $3.0 million to Employee LLC, which used the proceeds of this note to purchase limited liability company interests in VAI Partners LLC, a fund managed by Cyrus Capital. The Employee LLC interests represent 1,745,395 shares of Class A common stock. Upon the occurrence of a liquidity event, these shares will be sold and the proceeds of the sale, net of amounts owed under the Company loan (including accrued interest) are anticipated to be distributed to employees of the Company as cash bonuses within six months of such event. Under variable interest entity accounting guidelines, the Company consolidates Employee LLC as the Company is the primary beneficiary of Employee LLC. The Company’s liability with respect to Employee LLC is limited to the Company’s initial investment of $3.0 million. At December 31, 2012, December 31, 2013 and June 30, 2014 (unaudited), the shares owned by VAI Partners LLC are presented as fully outstanding voting shares of Class A common stock, as they hold key voting and other rights.

On September 3, 2014, the Company’s board of directors approved the forgiveness of the note and accrued interest in the event of an IPO. Therefore, the full value of the 1,745,395 shares will be recorded as compensation expense upon completion of the IPO.

F-30

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company has seven classes of common stock as follows:


		Shares authorized
		As of December 31,				As of June 30,
		2012		2013		2014
						(unaudited)
Class A	(a)		219,780,000		427,500,000		429,500,000
Class A-1	(b)		220,000		220,000		220,000
Class B	(c)		6,981,762		6,981,762		6,981,762
Class C	(d)		160,000,000		360,000,000		360,000,000
Class D	(c)(g)		100		100		100
Class E	(e)		100		100		100
Class F	(c)(g)		100		100		100
Class G	(f)		7,500,000		15,000,000		17,000,000

			394,482,062		809,702,062		813,702,062


		Shares issued and outstanding
		As of December 31,				As of June 30,
		2012		2013		2014
						(unaudited)
Class A			1,874,474		1,874,474		1,874,474
Class A-1			220,000		220,000		220,000
Class B			3,202,421		3,202,421		3,202,421
Class C			—		—		—
Class D	(g)		100		100		—
Class E			100		100		100
Class F	(g)		100		100		—
Class G			810,294		839,794		1,044,536

			6,107,489		6,136,989		6,341,531

(a)	Class A common stock is entitled to one vote per share and is reserved for common and preferred stockholders.

(b)	Class A-1 common stock is entitled to 20 votes per share and is reserved for common and preferred stockholders.

(c)	Class B, Class D, and Class F common stock is entitled one vote per share in the aggregate and is reserved for foreign stockholders.

(d)	Class C common stock does not have voting rights and is reserved for issuance of outstanding warrants.

(e)	Class E common stock does not have voting rights and are shares held by a former executive.

(f)	Class G common stock does not have voting rights and is reserved for issuance of stock grants to employees, contractors and directors.

(g)	Class D and Class F common stock reached their automatic conversion date into Class B common stock in May 2014 and thus are no longer outstanding at June 30, 2014 (unaudited). The conversion did not increase total Class B shares outstanding.

Upon a qualified public offering, all non-Class A shares of common stock convert to Class A common stock, subject to U.S. federal statutory and/or regulatory laws with respect to ownership and control of U.S. airlines by non-U.S. citizens. The votes per share are on all matters that require a vote by the Company’s stockholders as set forth in the Ninth Amended and Restated Certificate of Incorporation.

F-31

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Convertible Preferred Stock

At December 31, 2013 and June 30, 2014 (unaudited), the Company has authorized 16,755,790 shares of redeemable convertible preferred stock for issuance, of which 8,377,895 shares are issued and outstanding. The preferred stock ranks senior to all classes of common stock with respect to repurchase, repayment, redemption and liquidation rights. The preferred stock converts to Class A common stock at a ratio of one to one. These shares can be converted at any time at the discretion of the preferred stockholders. The liquidation preference of the preferred stock is the greater of (a) $12.0 million plus cumulative dividends 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 any voluntary or involuntary liquidation, reorganization in bankruptcy, insolvency, receivership, dissolution or winding up of the affairs of the Company.

The preferred stockholders are entitled to receive dividends on a pari passu basis with the common stock and thus are participating securities. No dividends were declared in 2011, 2012, 2013 or during the six months ended June 30, 2014 (unaudited).

Preferred stock is redeemable by the Company upon a change of control at its liquidation value. The recorded value of preferred stock at December 31, 2012, 2013 and June 30, 2014 (unaudited), respectively has not been adjusted to its liquidation value, as redemption at those dates are not probable.

Outstanding Related-Party Warrants

The Company has issued the following related-party warrants:

Issued title

Date issued

Aggregate
shares issuable

Exercise
price

Expiration
date

Class A Warrants

Cyrus Capital, Virgin Group

(a)

5/31/2007

325,535

0.01

5/31/2037

Class A Warrants

Cyrus Capital, Virgin Group

(a)

7/31/2007

232,525

0.01

7/31/2037

Class C-2 Warrants

Virgin Group

(a)

5/31/2007

1,346,065

0.01

5/31/2037

Class C-4 Warrants

Virgin Group

(a)

7/31/2007

480,738

0.01

7/31/2037

Class C-5 Warrants

Virgin Group

(b)

1/12/2010

60,000,000

5.00

1/12/2040

Class C-6 Warrants

Cyrus Capital

(b)

1/12/2010

2,105,000

5.00

1/12/2040

Class C-7 Warrants

Cyrus Capital, VAI MBO Investors LLC

(b),(c)

1/12/2010

10,000,000

10.00

1/12/2040

Class C-8 Warrants

Cyrus Capital

(b),(c)

1/12/2010

20,000,000

15.00

1/12/2040

Class C-9 Warrants

Cyrus Capital

(b),(c)

1/12/2010

30,000,000

20.00

1/12/2040

Class C-10 Warrants

Former Officer

(b),(c),(d)

11/29/2012

108,500

5.00

1/12/2040

Class C-10 Warrants

Former Officer

(b),(c),(d)

11/29/2012

341,000

10.00

1/12/2040

Class C-11 Warrants

Virgin Group

(b)

12/9/2011

1,925,000

3.50

12/9/2041

Class C-12 Warrants

Cyrus Capital

(b)

12/9/2011

17,325,000

3.50

12/9/2041

Class C-13 Warrants

Former Officer

(b),(c),(d)

11/29/2012

66,500

5.00

1/12/2040

Class C-13 Warrants

Former Officer

(b),(c),(d)

11/29/2012

209,000

10.00

1/12/2040

Class C-14 Warrants

Virgin Group

(b)

5/10/2013

155,455,440

2.50

5/10/2043

Class C-14 Warrants

Virgin Group

(b)

5/10/2013

7,446,931

0.01

5/10/2043

Class C-15 Warrants

Cyrus Capital

(b)

5/10/2013

12,244,558

2.50

5/10/2043

319,611,792

(a)	Warrants are exercisable immediately, subject to U.S. federal statutory and/or regulatory laws with respect to ownership and control of U.S. airlines by non-U.S. citizens.

F-32

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

(b)	Warrants exercisable upon a qualified public offering.

(c)

Warrants expire upon the earlier of (i) the expiration date set forth in the table above, (ii) a qualified public offering at a per share price less than the applicable exercise price, (iii) a change of control, or (iv) other liquidity event at a per share price less than the applicable exercise price per share.

(d)	Warrants issued to a former officer of the Company.

Note:

The Class C warrants series are not exercisable if the exercise would violate U.S. federal statutory and/or regulatory laws with respect to the ownership and control of U.S. airlines by non-U.S. citizens.

In May 2013, in connection with the 2013 Recapitalization, the subordinated notes and Class C-1 and C-3 warrants were exchanged for Class C-14 warrants to purchase 7.4 million shares of Class C common stock with an exercise price of $0.01 per share. This transaction resulted in a concession of the original obligation to the related-party debt. In addition, the Company issued Class C-14 and Class C-15 warrants to purchase an aggregate of 167.7 million shares of Class C common stock with an exercise price of $2.50 per share. See Note 2—2013 Recapitalization for additional information.

(10)

Share-Based Compensation

In November 2005, the Company adopted the 2005 Virgin America Inc. Stock Incentive Plan (the Plan), which has been amended and restated. Total number of shares that may be issued under the Plan as of December 31, 2013 is 13,372,362, of which 100 such shares are of Class E common stock and the remaining shares are reserved as Class G common stock. For awards granted under the Plan that are forfeited or are cancelled before being exercised or settled, the shares underlying the awards will again be available under the Plan. As of December 31, 2012, December 31, 2013 and June 30, 2014 (unaudited), the Company had sufficient shares available for the issuance of all stock expected to be issued under the Plan.

The Plan is administered by the Board of Directors (the “Board”). The Board may grant stock awards, including incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), stock appreciation rights, restricted stock and restricted stock units (“RSUs”) to employees, consultants, and non-employee directors of the Company, the vesting of which may be performance-based or market-based along with a requisite service requirement. Certain awards are subject to continuing employment and will ultimately vest and become exercisable based upon achieving certain liquidity events, such as an IPO, and meeting certain stock price thresholds in order to become exercisable. Under the Plan, stock options granted have an exercise price of at least 100% of the fair market value of the underlying stock at the time of grant, and have an exercise term of ten years from grant date. Stock awards under the Plan generally vest in annual installments over a two to four year schedules. RSUs granted under the Plan have contractual vesting and settlement restrictions which are based on certain liquidity events such as IPO and exercisability restrictions such as certain stock price thresholds. The majority of RSUs granted under the Plan will vest upon meeting the performance and market conditions. The Company has not recognized expense on these awards in 2011, 2012, 2013 or for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited) as the performance condition was not deemed probable of occurring.

RSUs granted to the members of the Board and to the Company’s chief executive officer (CEO) are granted outside of the Plan, and are part of the overall Class G shares of common stock authorized for issuance. RSUs granted to the Board members generally vest based upon meeting a one-year service period. RSUs granted to the CEO generally have service periods of up to four years.

F-33

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Stock option activity under the Plan as of December 31, 2013 is as follows:


	Service options			Performance options			Weighted average exercise price		Weighted average contractual term (years)
Outstanding as of December 31, 2012		950,426			1,898,118		$	2.61		7.56
Granted		128,010			5,363,750			2.01
Forfeited / cancelled		(44,000	)		(378,178	)		2.39
Exercised		(2,000	)		—			1.72

Outstanding as of December 31, 2013		1,032,436			6,883,690		$	2.21		8.39
Options vested and expected to vest as of December 31, 2013		1,011,249			—		$	3.64		5.90
Options vested and exercisable as of December 31, 2013		777,185			—		$	4.24		5.70

Unrecognized compensation (in thousands)	$	165	(1)	$	4,142

(1)	The Company expects to recognize this share-based compensation expense over a weighted average remaining recognition period of 1.83 years.

Stock option activity under the Plan as of June 30, 2014 (unaudited) is as follows:


	Service Options			Performance Options			Weighted Average Exercise Price		Weighted Average Contractual Term (Years)
Outstanding as of December 31, 2013		1,032,436			6,883,690		$	2.21		8.39
Granted		10,000			155,000			1.12
Forfeited / cancelled		(7,001	)		(44,000	)		1.77
Exercised		(4,742	)		—			1.72

Outstanding as of June 30, 2014 (unaudited)		1,030,693			6,994,690		$	2.09		7.93
Options vested and expected to vest as of June 30, 2014 (unaudited)		1,017,676			—		$	3.17		5.46
Options vested and exercisable as of June 30, 2014 (unaudited)		817,922			—		$	3.41		4.84

Unrecognized compensation (in thousands) (unaudited)	$	126	(1)	$	4,267

(1)	The Company expects to recognize this share-based compensation expense over a weighted average remaining recognition period of 1.83 years (unaudited).

The total fair value of service condition options granted to employees that vested during each of the years ended December 31, 2011, 2012, and 2013 were $0.3 million, $0.1 million, and $0.1 million, respectively. The total fair value of service condition options granted to employees that vested during the six months ended June 30, 2013 (unaudited) and 2014 (unaudited) were $0.1 million and de minimus, respectively. The total intrinsic value of options exercised in 2011, 2012, and 2013 and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited) were de minimus. The aggregate intrinsic value for options outstanding and options exercisable represents the total pretax intrinsic value based on the 2013 and 2014 estimated fair value of

F-34

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

the Company’s common stock of $1.12 per share that would have been received by the option holders had those options holders exercised their stock options as of December 31, 2013 and as of June 30, 2014 (unaudited). The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2013 and at June 30, 2014 (unaudited) are de minimus.

With respect to the stock option grants containing performance-based conditions, no share-based compensation expense was recorded in 2011, 2012, 2013, or for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), respectively. At December 31, 2013, unrecognized compensation related to these stock options is approximately $4.1 million. At June 30, 2014 (unaudited), unrecognized compensation related to these stock options is approximately $4.3 million. Share-based compensation will be recorded on these grants when their performance conditions become probable.

RSU activity granted under the Plan is as follows:


	Restricted stock units			Weighted average grant date fair value per share		Aggregate grant date fair value (in thousands)
Unvested as of December 31, 2012		—		$	—	$	—
Granted		2,108,400			1.12		2,361
Vested		—			—		—
Forfeited and canceled		(136,750	)		1.12		(153	)

Unvested as of December 31, 2013		1,971,650		$	1.12	$	2,208

Granted (unaudited)		162,800			1.12		182
Vested (unaudited)		—			—		—
Forfeited and canceled (unaudited)		(10,000	)		1.12		(11	)

Unvested as of June 30, 2014 (unaudited)		2,124,450		$	1.12	$	2,379

RSU grants under the Plan in the preceding table are all awards with both performance and market conditions; there was no activity associated with service condition only awards.

RSU activity granted outside of the Plan is as follows:


	Service only: restricted stock units			Performance restricted stock units		Total restricted stock units			Weighted average grant date fair value per share		Average grant date fair value (in thousands)
Unvested as of December 31, 2012		—			1,812,485		1,812,485		$	1.72	$	3,117
Granted		227,500			2,750,000		2,977,500			1.12		3,335
Vested		(27,500	)		—		(27,500	)		1.12		(31	)
Forfeited and canceled		—			—		—			—		—

Unvested as of December 31, 2013		200,000			4,562,485		4,762,485		$	1.35	$	6,421

Granted (unaudited)		388,932			—		388,932			1.12		436
Vested (unaudited)		(200,000	)		—		(200,000	)		1.12		(224	)
Forfeited and canceled (unaudited)		—			—		—			—		—

Unvested as of June 30, 2014 (unaudited)		388,932			4,562,485		4,951,417		$	1.34	$	6,633

F-35

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company granted certain performance-based and market-based RSU awards that were not subject to continued employment of the award holder. Accordingly, compensation expense related to these awards was recognized over the service period.

As of December 31, 2013 and as of June 30, 2014 (unaudited), total unrecognized compensation expense for RSUs was approximately $4.9 million and $5.0 million, respectively.

The Company estimated the fair value of stock options using the Black-Scholes option valuation model with the following assumptions:


	Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
										(unaudited)			(unaudited)
Expected volatility		45.8	%		53.0	%		70	%		70	%		70	%
Risk-free interest rate		1.35	%		1.04	%		0.71%-1.34	%		0.97%-1.20	%		1.86%-2.15	%
Dividend yield		—			—			—			—			—
Expected term (in years)		6.3			6.3			5.0			5.0			6.3
Weighted average fair value of options granted	$	1.01		$	1.25		$	0.51		$	0.52		$	0.73

The expected stock price volatility assumptions were determined by examining the historical volatilities for industry peers for the time period equal to the expected term as the Company’s common stock is not publicly traded.

The risk-free interest rate assumption is based upon U.S. Treasury instruments whose term is consistent with the expected term of the Company’s stock options at the time of grant.

The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

For options with exercise price equal to the fair value of the Company’s common stock at the date of grant, the expected term of the options is generally based on the simplified average approach based on the options’ vesting term and the contractual term of the options, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. For options with exercise prices which exceed the fair value of the Company’s common stock at the grant date, the Company estimated the expected term based on peer companies’ reported experience.

The Company records share-based compensation expense only for those awards expected to vest using an estimated forfeiture rate based upon the Company’s historical pre-vesting forfeiture experience. Share-based compensation expense is recorded in salaries, wages and benefits in the accompanying consolidated statements of operations. Total share-based compensation expense recorded for 2011, 2012, 2013, and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), including stock options and RSUs granted both under the Plan and outside of the Plan was $3.3 million, $0.2 million, $0.4 million, $0.2 million and $0.2 million, respectively. In May 2013, the Company modified all outstanding options with performance and market conditions to reduce the exercisability restriction from $5.00 per share to $3.50 per share. This had a deminimus impact on the consolidated statement of operations for the year ended December 31, 2013.

No material income tax benefit has been recognized relating to share-based compensation expense and no tax benefits have been realized from exercised stock options. Stock-based awards activity did not have an impact on cash flows from financing activities for 2011, 2012 and 2013, and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited).

F-36

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

(11)

Employee Benefit Plans

(a) 401(k) Plan

The Company sponsors a retirement savings 401(k) defined contribution plan covering all employees that includes Company matching contributions. Company contributions expensed in 2011, 2012, 2013, and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited) were $3.6 million, $4.9 million, $6.0 million, $3.0 million and $5.3 million, respectively.

Until December 31, 2013, the Company matched 100% of the first 5% of employee contributions. Beginning January 1, 2014, the Company match increased to 125% of the first 6% of employee contributions.

There is no waiting period for eligibility for Company matching.

(b) Profit Sharing Plan

The Company’s teammate profit sharing program provides that, for each year in which the Company has an annual pre-tax profit, it will pay 15% of that profit to substantially all of its teammates (other than officers and certain management teammates who are not eligible). For the year ended December 31, 2013, the Company recorded profit sharing expense of $2.1 million. For the years ended December 31, 2011 and 2012 and the six months ended June 30, 2013 (unaudited), the Company did not record profit sharing expense as it incurred a pre-tax loss in each of those years. For the six months ended June 30, 2014 (unaudited), the Company recorded profit sharing expense of $2.7 million.

(12)

Income Taxes

The expense for income taxes consists of the following (in thousands):


	Year ended December 31,						June 30,
	2011		2012		2013		2013		2014
								(unaudited)
Current:
Federal	$	—	$	—	$	—	$	—	$	—
State		14		15		317		—		49
Deferred:
Federal		—		—		—		—		267
State		—		—		—		—		—

	$	14	$	15	$	317	$	—	$	316

F-37

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The following table shows significant components of the Company’s deferred tax assets and liabilities (in thousands). These are classified in other current and non-current assets and liabilities:


	December 31,
	2012			2013
Deferred tax assets:
Capitalized start-up costs	$	26,857		$	24,612
Gain on debt restructuring		—			27,485
Share based compensation		6,402			6,539
Accruals and reserves		18,329			20,835
Net operating loss carryforwards		291,268			234,263

Total deferred tax assets		342,856			313,734

Deferred tax liabilities:
Unrealized gain on fuel hedges		—			(631	)
Manufacturers incentives		(180	)		(26	)
Maintenance deposits		(36,220	)		(50,960	)
Property and equipment		(451	)		(686	)

Total deferred tax liabilities		(36,851	)		(52,303	)
Less: Valuation allowance		(306,005	)		(261,431	)

Net deferred tax asset (liability)	$	—		$	—

Deferred taxes as presented in the consolidated balance sheets are as follows (in thousands):


	December 31,
	2012			2013
Current deferred tax assets	$	11,782		$	22,479
Valuation allowance		(10,516	)		(18,731	)

Net current deferred tax assets		1,266			3,748
Current deferred tax liabilities		(2,646	)		(4,560	)

Net current deferred tax liabilities	$	(1,380	)	$	(812	)

Non-current deferred tax assets	$	331,073		$	291,255
Valuation allowance		(295,489	)		(242,700	)

Net non-current deferred tax assets		35,584			48,555
Non-current deferred tax liabilities		(34,204	)		(47,743	)

Net non-current deferred tax assets	$	1,380		$	812

Net non-current deferred tax assets and net current deferred tax liabilities are included in “Other assets” and “Other current liabilities,” respectively, in the consolidated balance sheets.

F-38

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

The Company’s expense (benefit) for income taxes differs from that using the federal statutory rate due to the following (in thousands):


	Year Ended December 31,
	2011			2012			2013
Federal income tax at the statutory rate	$	(35,136	)	$	(50,880	)	$	3,661
Permanent items		611			2,723			1,526
State income taxes, net of federal tax benefit		(4,563	)		(4,830	)		325
Other		707			—			—
Change—valuation allowance		38,395			53,002			(5,195	)

Total income tax expense	$	14		$	15		$	317

At December 31, 2013, the Company had net operating loss carryforwards (“NOLs”) of approximately $603.3 million for federal income tax purposes that expire beginning in 2027 and continuing through 2032 and the Company has NOLs of approximately $421.7 million for state income tax purposes that expire beginning in 2014 and continuing through 2034. The NOL amounts in the preceding sentence include NOLs that are currently estimated to be in excess of limitations imposed under Section 382, as described below.

In 2013, the Company amended its 2010 and 2011 returns to adjust certain tax positions taken in prior periods. As a result, the NOLs and related valuation allowance decreased by approximately $28.3 million. As a result of the recapitalization in May 2013 (see Note 2—2013 Recapitalization), the Company expects to recognize a cancellation of debt income (“CODI”) of approximately $99.4 million on its 2013 return.

The Company had valuation allowances of $306.0 million and $261.4 million as of December 31, 2012 and 2013, respectively. Valuation allowance changes in each period were exclusively driven by changes in net deferred tax assets including NOLs. The corresponding decreases in deferred tax assets and valuation allowance did not impact the effective tax rate. As of June 30, 2014 (unaudited), all of the Company’s deferred tax assets, net of deferred tax liabilities, continue to be subject to a valuation allowance as management believes the realization of deferred tax assets is not more likely than not.

Section 382 of the Internal Revenue Code of 1986, as amended (Section 382), imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change results from a cumulative change in the equity ownership of certain stockholders by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the Company’s pre-charge NOLs would be subject to annual limitation under Section 382, which is generally determined by multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate (which is 3.50% for December 2013). Of the total federal and state net operating loss carryforwards available at December 31, 2013, approximately $66.8 million and $103.2 million, respectively, is currently estimated to be in excess of limitations imposed under Section 382 as a result of a 2010 ownership change. Any unused annual limitation may be carried over to later years.

In accordance with applicable income tax accounting guidance, the Company recorded an unrecognized tax benefit of approximately $5.1 million during the year ended December 31, 2012. The unrecognized tax benefit balance did not change in the year ended December 31, 2013 and in the six months ended June 30, 2014 (unaudited). Changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company estimates that the unrecognized tax benefit will not significantly change within the next 12 months.

F-39

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

A reconciliation of the gross unrecognized tax benefits is as follows:


	2011		2012		2013
Balance at beginning of year	$	—	$	—	$	5,043
Increase (decrease) for tax positions taken in prior years		—		—		—
Increase for tax positions taken in the current year				5,043
Decrease for settlements with taxing authorities		—		—		—
Decrease for lapsing of the statute of limitations		—		—		—

Balance at end of year	$	—	$	5,043	$	5,043

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions and has identified its state tax return in California as a “major” tax jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2010. In California, the income tax years 2009 through 2012 remain open to examination.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The Company had no accruals for the payment of interest and penalties at December 31, 2012, 2013 and June 30, 2014 (unaudited).

(13)

Related-Party Transactions

The Company licenses the use of its brand name from certain entities affiliated with the Virgin Enterprises Limited, a company incorporated in England and Wales (VEL). VEL are affiliates of one of the Company’s second largest stockholders, VX Holdings, L.P., which has two designees on the Company’s Board of Directors. Under the trademark license, the Company has the exclusive right to operate its airline under the brand name “Virgin America” within the United States (including Puerto Rico), Canada and Mexico, as well as the right to operate from any of the foregoing countries to points in the Caribbean. In December 2013, the Company entered into an amendment of the license agreement which expands the rights of Virgin Atlantic Airways, an affiliate of both the Company and VX Holdings L.P. to code share with other airlines. The remaining term of the trademark license is 9 years, and is renewable for an additional 15 year term if the Company meets certain revenue targets. Royalties payable for use of the license is 0.5% of revenues, net of taxes. The Company paid license fees of $5.2 million, $6.7 million, $7.1 million, $3.4 million and $3.6 million, for 2011, 2012, 2013, and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), respectively. The Company has accrued unpaid royalty fees of $1.4 million, $1.7 million, $1.8 million, and $2.0 million at December 31, 2011, 2012, 2013, and June 30, 2014 (unaudited), respectively.

As of December 31, 2013 and June 30, 2014 (unaudited), the Virgin Group, through its affiliates including VX Holdings L.P., owns approximately 22% of the Company’s issued and outstanding stock and have other significant investments in the Company. In order to comply with requirements under U.S. law governing the ownership and control of U.S. airlines, at least 75% of the voting stock of the Company must be held by U.S. citizens and at least two-thirds of the Board of Directors must be U.S. citizens. U.S. citizen investors own over 75% of the voting stock of the Company, of which Cyrus Capital Partners L.P., the largest single U.S. investor owns approximately 40% as of December 31, 2013 and June 30, 2014 (unaudited).

As of December 31, 2013, 95% of the Company’s $747.3 million long-term debt and all of the warrants to purchase approximately 320 million shares of common stock are held by related-party investors. As of December 31, 2013, long-term debt of $463.1 million or 62% of the Company’s total debt is held by the Virgin

F-40

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

Group and its affiliates, and $244.9 million or 33% is held by Cyrus Capital. In connection with this, the Company paid $71.9 million, $113.7 million and $68.4 million related-party interest expense for the years ended December 31, 2011, 2012 and 2013, respectively.

As of June 30, 2014 (unaudited), 90% of the Company’s $798.9 million long-term debt and all of the warrants to purchase approximately 320.0 million shares of common stock were held by related-party investors. As of June 30, 2014 (unaudited), long-term debt of $463.1 million or 58% of the Company’s total debt is held by the Virgin Group and its affiliates, and $256.3 million or 32% is held by Cyrus Capital. In connection with this, the Company paid $49.1 million and $18.9 million for the six months ended June 30, 2013 and 2014 (unaudited), respectively. See Note 7—Long-Term Debt and Note 9—Stockholders’ Equity for additional information.

(14)

Net Income Per Share

Basic and diluted net income (loss) per share are computed using the two-class method, which is an allocation method that determines net income (loss) per share for common stock and participating securities. The undistributed earnings are allocated between common stock and participating securities as if all earnings had been distributed during the period presented.

Basic net income (loss) per share is calculated by taking net income (loss), less earnings allocated to participating securities, divided by the basic weighted average common shares outstanding. Shares of convertible preferred stock are considered participating securities because they are entitled to participate pari passu in any dividends declared and paid on the common stock on an as converted to common stock basis.

Diluted net income (loss) per share is calculated using the more dilutive of the if-converted method and the two-class method. Because the Company’s convertible preferred stock participates pari passu in any dividends declared and paid on the common stock on an as-converted to common stock basis, the diluted earnings per share are the same under both methods. Therefore the two-class method has been presented below.

As of December 31, 2013, the basic weighted average common shares outstanding include shares of Class A, Class A-1, and Class B common stock, but exclude Class D, Class E and Class F common stock as the holders of these classes are not entitled to dividends or distributions declared on common stock until the initial investments of the Company’s initial stockholders have been returned. The basic weighted average common shares outstanding also exclude Class G common stock, which do not participate in dividends or distributions. Class D and Class F common stock reached their automatic conversion date and were converted into Class B common stock in May 2014 and thus are no longer outstanding at June 30, 2014 (unaudited). The conversion did not increase total Class B shares outstanding.

The diluted net income (loss) per share calculations include shares of Class A, Class A-1, and Class B common stock, as well as warrants to purchase shares of Class A and Class C common stock where the warrant exercise price is below the fair value of the underlying common stock and therefore would have a dilutive effect. Stock options and unvested RSUs are excluded from the calculation of diluted net income (loss) per share because exercise or settlement of these awards will result in issuance of Class G common stock, which do not participate in dividends or distributions.

Class A-1 and Class B common stock are convertible at the option of the holders and automatically upon the closing of a qualified public offering into Class A common stock. Class C and G common stock shall automatically convert into Class A common stock upon the closing of a qualified public offering, so long as the conversion can occur within the limits of any U.S. federal statutory or regulatory laws with respect to

F-41

Virgin America Inc.

Notes to Consolidated Financial Statements—(Continued)

ownership and control of U.S. airlines by non-U.S. citizens. The holders of Class D, Class E, and Class F common stock have certain conversion rights into Class A common stock upon the occurrence of a qualified public offering, sale or change in control of the Company, and death or disability of the holders of these classes of common stock. Also, Class D, Class E, and Class F common stock shall convert into shares of Class B, Class G, and Class B common stock, respectively, at certain automatic conversion dates. As of June 30, 2014 (unaudited), Class D and Class F common stock had reached their automatic conversion date and were converted into Class B common stock. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stock for the periods presented (in thousands, except per share data):


	For the Year Ended December 31,									Six Months Ended June 30,
	2011			2012			2013			2013			2014
										(unaudited)
BASIC:
Net (loss) income	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629
Less: net income allocated to participating securities		—			—			(6,215	)		—			(8,963	)

Net (loss) income attributable to common shareholders	$	(100,403	)	$	(145,388	)	$	3,929		$	(37,539	)	$	5,666

Weighted average common shares outstanding		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895

Basic net (loss) income per share	$	(18.96	)	$	(27.45	)	$	0.74		$	(7.09	)	$	1.07

DILUTED:
Net (loss) income	$	(100,403	)	$	(145,388	)	$	10,144		$	(37,539	)	$	14,629
Less: net income allocated to participating securities		—			—			(4,704	)		—			(6,232	)

Net (loss) income attributable to common shareholders	$	(100,403	)	$	(145,388	)	$	5,440		$	(37,539	)	$	8,397

Weighted-average common shares outstanding-basic		5,296,895			5,296,895			5,296,895			5,296,895			5,296,895
Add dilutive stock warrants outstanding		—			—			4,392,824			—			5,992,566

Weighted-average common shares outstanding-diluted		5,296,895			5,296,895			9,689,719			5,296,895			11,289,461

Diluted net (loss) income per share	$	(18.96	)	$	(27.45	)	$	0.56		$	(7.09	)	$	0.74

Weighted-average outstanding warrants to purchase 133.1 million, 151.7 million, 250.1 million, 199.2 million and 157.3 million shares of common stock were excluded from the calculation of diluted net income (loss) per share in 2011, 2012 and 2013, and for the six months ended June 30, 2013 (unaudited) and 2014 (unaudited), respectively, because their effect would have been anti-dilutive.

F-42

LOGO

Shares

Common Stock

LOGO



Barclays		Deutsche Bank Securities

Through and including , 2014 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts, payable in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee and the FINRA filing fee. All the expenses below will be paid by Virgin America.


Item	Amount
SEC Registration fee	$	14,812
FINRA filing fee		17,750
Initial NASDAQ listing fee		*
Legal fees and expenses		*
Accounting fees and expenses		*
Printing and engraving expenses		*
Transfer Agent and Registrar fees		*
Blue Sky fees and expenses		*
Miscellaneous fees and expenses		*

Total	$	*

*	To be provided by amendment.

Item 14.

Indemnification of Directors and Officers

Virgin America Inc. is a Delaware corporation. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended. Our amended and restated certificate of incorporation to be in effect upon the completion of this offering provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws to be in effect upon the completion of this offering provide for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, we have entered into indemnification agreements with our directors, officers and some employees containing provisions which are in some respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements may require us, among other things, to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. Reference is also made to Section of the underwriting agreement to be filed as Exhibit 1.1 hereto, which provides for indemnification by the underwriters of our officers and directors against certain liabilities.

Item 15.

Recent Sales of Unregistered Securities

During the last three years, the Company made sales of the following unregistered securities:

Warrant Agreements

In December 2011, the Company entered into warrant agreements with the Virgin Group and Cyrus Capital, pursuant to which it granted to the Virgin Group and Cyrus Capital warrants to purchase an aggregate of 19,250,000 shares of Virgin America common stock at an exercise price of $3.50 per share. The warrants expire in December 2041 and are only exercisable after they have been transferred in specified circumstances (provided

II-1

that any exercise thereafter would not violate any U.S. statute or regulation concerning the ownership and control of a U.S. airline by non-U.S. citizens), or in connection with the settlement of such warrants to an underwriter in connection with a public offering.

In November 2012, the Company entered into warrant agreements with Frederick Reid, who served as the Company’s first Chief Executive Officer until December 2007, and Joyce Reid, his spouse, pursuant to which the Company granted to them warrants to purchase an aggregate of 175,000 shares of common stock at an exercise price of $5.00 per share and warrants to purchase an aggregate of 550,000 shares of common stock at an exercise price of $10.00 per share. Half of the shares under each of these warrants vested immediately, and the other half vests upon the occurrence of a liquidity event, including a public offering, subject to certain conditions. The warrants expire on January 12, 2040 or immediately after the earlier closing of a liquidity event, including a public offering, and are exercisable only upon the occurrence of a liquidity event, including a public offering, provided that any exercise would not violate any U.S. statute or regulation concerning the ownership and control of a U.S. airline by non-U.S. citizens.

In May 2013, in connection with the cancellation of a portion of the Company’s then outstanding related-party debt, the Company entered into warrant agreements with the Virgin Group and Cyrus Capital pursuant to which it granted (i) warrants to purchase an aggregate of 12,244,558 shares of Virgin America common stock at an exercise price of $2.50 per share to Cyrus Capital, (ii) warrants to purchase an aggregate of 155,455,440 shares of Virgin America common stock at an exercise price of $2.50 per share to the Virgin Group, and (iii) warrants to purchase an aggregate of 7,446,931 shares of Virgin America common stock at an exercise price of $0.01 per share to the Virgin Group. The warrants expire in May 2043 and are only exercisable after they have been transferred in specified circumstances (provided that any exercise thereafter would not violate any U.S. statute or regulation concerning the ownership and control of a U.S. airline by non-U.S. citizens) or in connection with the settlement of such warrants to an underwriter in connection with a public offering.

Note Purchase Agreements

In December 2011, the Company issued $150.0 million of senior secured notes to the Virgin Group and Cyrus Capital. In May 2013, the Virgin Group transferred the notes it acquired to Cyrus Capital. The notes purchased bear interest at a rate of 17.0% per annum, of which 8.5% is payable quarterly in arrears, and 8.5% is compounded annually. The principal and accrued interest on the notes become due on June 9, 2016 if not earlier repaid or redeemed. The notes are redeemable at the Company’s option at any time and at the lenders’ option upon a change of control or certain qualified sales. The Company is also required to redeem the notes upon the incurrence of any senior debt. The notes are secured by substantially all of the Company’s assets.

In May 2013, the Company issued $75.0 million of senior secured notes to the Virgin Group and Cyrus Capital. The notes bear interest at a rate of 17.0% per annum, compounded annually. The principal and accrued interest on the notes become due on June 9, 2016 if not earlier repaid or redeemed. The notes are redeemable at the Company’s option at any time and at the lenders’ option upon a change of control or certain qualified sales. The Company is also required to redeem the notes upon the incurrence of any senior debt. The notes are secured by substantially all of the Company’s assets.

Equity Awards

Since January 1, 2011, the Company issued and sold an aggregate of 8,742 shares of common stock upon the exercise of options issued to directors, officers, employees, consultants and service providers under the Company’s 2005 Stock Incentive Plan at a weighted-average exercise price of $1.81 per share for aggregate cash consideration of approximately $15,800.

Since January 1, 2011, the Company granted options to directors, officers, employees, consultants and service providers under the 2005 Stock Incentive Plan with respect to an aggregate of 7,064,760 shares of common stock, at a weighted-average exercise price of $2.01 per share.

II-2

Since January 1, 2011, the Company granted to its directors, officers, employees, consultants and other service providers an aggregate of 2,413,200 RSUs to be settled in shares of common stock under the Company’s 2005 Stock Incentive Plan.

Since January 1, 2011, the Company granted to its directors, including its chief executive officer, an aggregate of 3,396,432 RSUs to be settled in shares of common stock outside of the Company’s 2005 Stock Incentive Plan.

The Company’s board of directors has approved, contingent upon the consummation of the transactions contemplated by the 2014 Recapitalization, the grant to certain executive officers and other members of management of an aggregate of 1,650,000 RSUs, which will vest immediately and will be settled in shares of common stock under the Company’s 2005 Stock Incentive Plan.

Unless otherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Sections 3(a)(9) or 4(a)(2) of the Securities Act or Regulation D or Regulation S promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with Virgin America, to information about Virgin America.

There were no underwriters employed in connection with any of the transactions set forth in Item 15.

Item 16.

Exhibits and Financial Statements

See the Exhibit Index, which follows the signature pages hereto and is incorporated herein by reference.

Item 17.

Undertakings

The undersigned registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective;

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

II-3

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; and

(4) the undersigned will provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlingame, State of California, on the 8th day of September, 2014.


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
		Peter D. Hunt
		Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* C. David Cush	President and Chief Executive Officer (principal executive officer and Director)	September 8, 2014

/s/ Peter D. Hunt Peter D. Hunt	Senior Vice President & Chief Financial Officer (principal financial and accounting officer)	September 8, 2014

* Donald J. Carty	Director and Chairman of the Board	September 8, 2014

* Samuel K. Skinner	Director and Vice Chairman of the Board	September 8, 2014

* Cyrus F. Freidheim, Jr.	Director	September 8, 2014

* Stephen C. Freidheim	Director	September 8, 2014

* Evan M. Lovell	Director	September 8, 2014

* Robert A. Nickell	Director	September 8, 2014

* John R. Rapaport	Director	September 8, 2014

* Stacy J. Smith	Director	September 8, 2014



*By:		/s/ Peter D. Hunt
		Peter D. Hunt
		Attorney-in-Fact

II-5

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1.1*		Form of Underwriting Agreement

3.1**		Amended and Restated Certificate of Incorporation of Virgin America Inc.

3.2*		Form of Amended and Restated Certificate of Incorporation of Virgin America Inc., to be in effect upon completion of the offering

3.3**		Amended and Restated Bylaws of Virgin America Inc.

3.4*		Form of Amended and Restated Bylaws of Virgin America Inc., to be in effect upon completion of the offering

4.1*		Specimen Common Stock Certificate

5.1*		Opinion of Latham & Watkins LLP

10.1**†		General Terms Agreement No. CFM-04-0012B, dated as of June 14, 2004, between Best Air Holdings, Inc. and CFM International, Inc., as amended by Amendment No. 1, dated November 18, 2005, and as supplemented by Letter Agreement No. 1 dated June 14, 2004 (as amended by Amendment No. 1 to Letter Agreement No. 1, dated October 10, 2005, Amendment No. 2 to Letter Agreement No. 1, dated August 2, 2006, Amendment No. 3 to Letter Agreement No. 1, dated October 8, 2010 and Amendment No. 4 to Letter Agreement No. 1, dated December 29, 2010), Letter Agreement No. 2-2 dated November 1, 2013, Letter Agreement No. 4 dated November 9, 2010, Letter Agreement No. 5 dated April 18, 2011 (as amended by Amendment No. 1 to Letter Agreement No. 5, dated December 20, 2012) and Letter Agreement No. 6 dated October 3, 2011 (as amended by Amendment No. 1 to Letter Agreement No. 6, dated December 20, 2012)

10.2**†		Amended and Restated Engine Services Agreement, dated as of October 22, 2008, between Virgin America Inc. and GE Engine Services, Inc., as amended by Amendment No. 1, dated July 24, 2009, Amendment No. 2, dated November 29, 2010, Amendment No. 3, dated March 21, 2011, Amendment No. 4, dated April 18, 2011 and Amendment No. 5, dated January 8, 2013

10.3**†		Rate Per Flight Hour Agreement for Engine Shop Maintenance Services, dated as of October 1, 2011, between Virgin America Inc. and CFM International, Inc., as amended by Amendment No. 1, dated December 20, 2012

10.4**†		Signatory Agreement, dated as of November 5, 2009, between Virgin America Inc. and U.S. Bank National Association, as amended by First Amendment, effective as of July 25, 2013 and Second Amendment, dated February 3, 2014

10.5**†		Signatory Agreement, dated as of August 14, 2012 between Virgin America Inc. and Elavon Financial Services Limited

10.6**†		Signatory Agreement, dated as of June 1, 2010 between Virgin America Inc. and U.S. Bank National Association

10.7**†		Signatory Agreement, dated as of June 1, 2010 between Virgin America Inc. and Elavon Canada Company

10.8**†		Payment Processing Support Services Agreement, dated as of January 20, 2014 by and between Elavon, Inc. and Virgin America Inc.

10.9*		Terms and Conditions of Worldwide Acceptance of the American Express Card by Airlines, dated as of September 1, 2006, by and between Virgin America Inc. and American Express Travel Related Services Company, Inc.

10.10*		Registration Rights Agreement, dated as of , 2014, among Virgin America Inc. and certain of its stockholders

10.11*		Co-Brand Credit Card Program Agreement, dated as of May 16, 2013, by and between Virgin America Inc. and Comenity Capital Bank


Exhibit No.		Description of Exhibit

10.12**		Trade Mark License Agreement, dated as of April 9, 2007, by and among Virgin America Inc., VAL Trademark Three Limited and Virgin Enterprises Limited, as amended by Amendment No. 1 dated March 1, 2013

10.13**		Trade Mark License Agreement, dated as of November 24, 2008, by and among Virgin America Inc., Virgin Enterprises Limited, Virgin Money Investment Holdings Limited and Virgin Money Investment Group Limited

10.14**		Office Lease Agreement, dated as of December 9, 2005, between CA-Bay Park Plaza Limited Partnership and Virgin America Inc., as amended by First Amendment, dated as of July 1, 2009, Second Amendment, dated as of March 1, 2010, Third Amendment, dated as of November 5, 2010, Fourth Amendment, dated as of March 28, 2011, Fifth Amendment, dated as of January 23, 2012, Sixth Amendment, dated as of July 31, 2012 and Seventh Amendment, dated as of January 29, 2014

10.15**†		A320 Aircraft Purchase Agreement, dated as of December 29, 2010, between Airbus S.A.S. and Virgin America Inc., as amended by Amendment No. 1 dated as of March 23, 2011 (as supplemented by Letter Agreement No. 1 to Amendment No. 1, dated March 23, 2011), Amendment No. 2 dated as of September 30, 2011 (as supplemented by Letter Agreement No. 1 to Amendment No. 2, dated September 30, 2011), Amendment No. 3 dated as of December 14, 2012 (as supplemented by Letter Agreement No. 1 to Amendment No. 3, dated December 14, 2012 and Letter Agreement No. 2 to Amendment No. 3, dated December 14, 2012), Amendment No. 4 dated as of October 1, 2012 and Amendment No. 5 dated as of December 14, 2012 (as supplemented by Letter Agreement No. 1 to Amendment No. 5, dated December 14, 2012), and as supplemented by Letter Agreement No. 1 dated as of December 29, 2010, Letter Agreement No. 2 dated as of December 29, 2010, Letter Agreement No. 3 dated as of December 29, 2010, Letter Agreement No. 4 dated as of December 29, 2010, Letter Agreement No. 5A dated as of December 29, 2010, Letter Agreement No. 5B dated as of December 29, 2010, Letter Agreement No. 5C dated as of December 29, 2010, Letter Agreement No. 5D dated as of December 29, 2010, Letter Agreement No. 5E dated as of December 29, 2010, Letter Agreement No. 5F dated as of December 29, 2010, Letter Agreement No. 6 dated as of December 29, 2010, Letter Agreement No. 7 dated as of December 29, 2010, Letter Agreement No. 8 dated as of December 29, 2010, Letter Agreement No. 9 dated as of December 29, 2010, Letter Agreement No. 10 dated as of December 29, 2010

10.16**+		Amended and Restated 2005 Virgin America Inc. Stock Incentive Plan

10.17**+		Form of Stock Option Agreement under 2005 Stock Incentive Plan

10.18**+		Form of Restricted Stock Unit Agreement under 2005 Stock Incentive Plan

10.19*+		Virgin America Inc. 2014 Equity Incentive Award Plan

10.20*+		Form of Stock Option Agreement under 2014 Equity Incentive Award Plan

10.21*+		Form of Restricted Stock Agreement under 2014 Equity Incentive Award Plan

10.22*+		Form of Restricted Stock Unit Agreement under 2014 Equity Incentive Award Plan

10.23*+		Employee Stock Purchase Plan

10.24**+		Offer Letter by and between Virgin America Inc. and David Cush dated as of December 18, 2007

10.25**+		Offer Letter by and between Virgin America Inc. and Frances Fiorillo dated as of January 20, 2006

10.26**+		Offer Letter by and between Virgin America Inc. and Steve Forte dated as of March 15, 2013

10.27**+		Offer Letter by and between Virgin America Inc. and Peter Hunt dated as of May 26, 2011

10.28**+		Offer Letter by and between Virgin America Inc. and John MacLeod dated as of July 18, 2012

10.29**+		Offer Letter by and between Virgin America Inc. and John Varley dated as of June 22, 2010

10.30*+		Form of Change in Control and Severance Agreement

10.31**+		Management Incentive Compensation Plan


Exhibit No.		Description of Exhibit

	10.32*	Form of Indemnification Agreement between Virgin America Inc. and its directors and executive officers

	10.33	Second Amended and Restated Note Purchase Agreement, dated as of December 9, 2011, among Virgin America Inc., Virgin Management Limited, VA Holdings (Guernsey) LP and the Bank of Utah, as collateral agent, as amended by Amendment No. 1, dated as of May 10, 2013

	10.34	Second Amended and Restated Additional Note Purchase Agreement, dated as of December 9, 2011, among Virgin America Inc., Virgin Management Limited, VA Holdings (Guernsey) LP, the Cyrus Parties (as defined therein) and the Bank of Utah, as collateral agent, as amended by Amendment No. 1, dated as of May 10, 2013

	10.35	Amended and Restated Third Note Purchase Agreement, dated as of December 9, 2011, among Virgin America Inc., Virgin Management Limited, VA Holdings (Guernsey) LP, the Cyrus Parties (as defined therein) and the Bank of Utah, as collateral agent, as amended by Amendment No. 1, dated as of May 10, 2013

	10.36	Fourth Note Purchase Agreement, dated as of December 9, 2011, among Virgin America Inc., Virgin Management Limited, the Cyrus Parties (as defined therein) and the Bank of Utah, as collateral agent, as amended by Amendment No. 1, dated as of May 10, 2013

	10.37	Fifth Note Purchase Agreement, dated as of May 10, 2013, among Virgin America Inc., Virgin Management Limited, the Cyrus Parties (as defined therein) and the Bank of Utah, as collateral agent

	10.38	Amended and Restated Second Closing Warrant Agreement, dated as of January 12, 2010, among Virgin America Inc., Carola Holdings Limited and VAI Management, LLC

	10.39	Amended and Restated Third Closing Warrant Agreement, dated as of January 12, 2010, among Virgin America Inc., Carola Holdings Limited and VAI Management, LLC

	10.40	Fifth Closing Warrant Agreement, dated as of January 12, 2010, between Virgin America Inc. and Carola Holdings Limited

	10.41	Fifth Closing Investor LLC-MBO LLC Warrant Agreement, dated as of January 12, 2010, among Virgin America Inc., Cyrus Aviation Investor, LLC and VAI MBO Investors, LLC

	10.42	Fifth Closing Investor LLC Warrant Agreement, dated as of January 12, 2010, between Virgin America Inc. and Cyrus Aviation Investor, LLC

	10.43	Form of Sixth Closing Warrant Agreement, between Virgin America and certain entities affiliated with or related to Cyrus Capital Partners, L.P.

	10.44	Form of Seventh Closing Warrant Agreement, between Virgin America and certain entities affiliated with Virgin Group Holdings Limited

	10.45	Form of Seventh Closing Warrant Agreement, between Virgin America and certain funds affiliated with or related to Cyrus Capital Partners, L.P.

	14.1*	Form of Code of Business Conduct and Ethics

	23.1	Consent of Ernst & Young LLP, independent registered public accounting firm

	23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)

	24.1**	Power of Attorney

*	To be filed by amendment.

**	Previously filed.

+	Indicates a management contract or compensatory plan or arrangement.

†	Confidential treatment has been requested for certain portions of this Exhibit pursuant to Rule 406 under the Securities Act, which portions are omitted and filed separately with the Securities and Exchange Commission.

EX-10.33 2 d761206dex1033.htm EX-10.33 EX-10.33

Exhibit 10.33

SECOND AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT

BY AND AMONG

VIRGIN MANAGEMENT LIMITED,

VA HOLDINGS (GUERNSEY) LP

VIRGIN AMERICA INC.,

AND

BANK OF UTAH, AS COLLATERAL AGENT

SECOND AMENDED AND RESTATED

NOTE PURCHASE AGREEMENT

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

WHEREAS, pursuant to the Note Purchase Agreement, dated April 15, 2008, as amended by Amendment No. 1 to the Note Purchase Agreement, dated July 6, 2008, as amended and restated as of November 3, 2008 and as further amended on January 12, 2010 (the “Original Agreement”), among the Issuer, VML and VAHG, the Issuer issued to the lenders thereunder (i) an aggregate of $100,000,000 of 15% Base Funding Notes (the “Base Funding Notes”), and (ii) an aggregate of $40,000,000 of 20% Contingency Funding Notes (the “Contingency Funding Notes” and collectively with the Base Funding Notes, the “Notes”);

WHEREAS, in connection with the Original Agreement, the Issuer has executed a Security Agreement, dated April 15, 2008 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Original Security Agreement”), pursuant to which the Issuer has granted a security interest in certain assets to VML, as collateral agent, for the benefit of the Lenders;

WHEREAS, pursuant to the Additional Note Purchase Agreement, dated November 3, 2008, as amended and restated as of January 12, 2010 and as further amended and restated as of the date hereof (the “Additional Note Purchase Agreement”), the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $88,000,000 (the “Additional Notes”);

WHEREAS, in connection with the Additional Note Purchase Agreement, the Issuer has executed an Additional Security Agreement, dated as of November 3, 2008 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Additional Security Agreement”), pursuant to which the Issuer has granted a security interest in certain assets to VML, as collateral agent, for the benefit of the lenders under the Additional Note Purchase Agreement;

WHEREAS, in connection with the Purchase and Restructuring Agreement, dated January 12, 2010, among the Issuer, VML, VAHG and certain other parties, the Issuer, VML and certain other parties entered into that certain Third Note Purchase Agreement, as amended and restated as of the date hereof (the “Third Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $68,400,000 (the “Third Notes”);

WHEREAS, in connection with the Third Note Purchase Agreement, the Issuer has executed a Third Security Agreement, dated as of January 12, 2010 (as may be amended,

restated or supplemented from time to time, the “Third Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets to VML, as collateral agent, for the benefit of the lenders under the Third Note Purchase Agreement;

WHEREAS, each of the Issuer, VML and certain other lenders are parties to that certain Fourth Note Purchase Agreement, dated as of the date hereof (the “Fourth Note Purchase Agreement”), pursuant to which the Issuer has agreed to issue and sell to the lenders thereunder, and subject to the terms and conditions of the Fourth Note Purchase Agreement, the lenders thereunder have agreed to purchase, an aggregate principal amount of $150,000,000 in notes thereunder (the “Fourth Notes”);

WHEREAS, in connection with the Fourth Note Purchase Agreement, the Issuer has executed a Fourth Security Agreement, dated as of the date hereof (as may be amended, restated or supplemented, the “Fourth Security Agreement”, and together with the Original Security Agreement, the Additional Security Agreement and the Third Security Agreement, the “Security Agreements”), pursuant to which the Issuer has granted a security interest in certain of its assets to VML, as collateral agent, for the benefit of the lenders under the Fourth Note Purchase Agreement; and

WHEREAS, in connection with the execution and delivery of the Fourth Note Purchase Agreement, the parties hereto desire to amend, restate and supersede the Original Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Purchase and Sale of Notes. Prior to the date of this Agreement and pursuant to the Original Agreement, (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Base Funding Notes in an aggregate principal amount of $100,000,000 and Contingency Funding Notes in an aggregate principal amount of $40,000,000, and (ii) in accordance with Section 11 of the Original Agreement, VML has assigned to VAHG Base Funding Notes in an aggregate principal amount of $100,000,000 and Contingency Funding Notes in an aggregate principal amount of $40,000,000. All Notes issued pursuant to the Prior Agreement shall constitute “Notes” for the purposes of this Agreement, and shall have all of the rights, entitlements and benefits of this Agreement.

2. Reserved.

3. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to VML and VAHG as follows:

3.1 Organization, Good Standing and Qualifications; Subsidiaries.

(a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b) The Issuer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification could not reasonably be expected to materially and adversely affect the business, assets, liabilities, financial condition or operations of the Issuer.

(c) The Issuer has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and to issue and sell the Notes.

(d) The Issuer has no Subsidiaries, or any debt or equity investment in any other Person.

3.2 Authorization; Binding Obligations. All corporate action on the part of the Issuer necessary for the execution and delivery of this Agreement, the Original Security Agreement and the Notes, the performance of all obligations of the Issuer under this Agreement, the Original Security Agreement and the Notes and the authorization, sale, issuance and delivery of the Notes has been taken. Upon its execution and delivery, assuming the due execution and delivery by the other parties hereto, each of this Agreement and the Original Security Agreement will be a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.

3.3 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 3.4 have been obtained or made, the execution and delivery of this Agreement, the Original Security Agreement and the Notes by the Issuer, the performance by the Issuer of its obligations under this Agreement, the Original Security Agreement and the Notes, and the consummation by the Issuer of the transactions contemplated by this Agreement and the Original Security Agreement, does not conflict with or result in a violation of the Organizational Documents; conflict with or result in a violation of any Governmental Authorization or law applicable to the Issuer or its assets or properties or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Issuer pursuant to, any Contract to which the Issuer is a party, or by which any of the assets or properties of the Issuer is bound or affected, except for such Liens that do not and would not materially interfere with the use of such assets or properties.

3.4 Consents. Except for any notification requirement, if any, required by the DOT, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Issuer in connection with the execution and delivery of the this Agreement or the Notes by the Issuer, the performance by the Issuer of its obligations under the Agreement or the Notes, or the consummation by the Issuer of the transactions contemplated by this Agreement, including any filings as may be required under applicable federal and state securities or “blue sky” Laws.

3.5 Taxes. The Issuer has filed all United States federal tax returns and all other tax returns that are required to be filed and has paid all material taxes including interest and penalties due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no liens exist. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Issuer in respect of any taxes or other governmental charges are adequate.

4. Representations and Warranties of VML and VAHG. VML and VAHG represent and warrant to the Issuer, solely as to itself, severally and not jointly, as follows:

4.1 Requisite Power and Authority. Such Party has all necessary power and authority under all applicable Laws and its formation or other governing documents to execute and deliver this Agreement and to perform its obligations under this Agreement. All limited liability company action or limited partner actions, as applicable, on such Party’s part required for the execution and delivery of each of this Agreement and the performance of all obligations of such Party under this Agreement have been taken. Upon its execution and delivery, assuming the due execution and delivery of the other Parties thereto, this Agreement will be a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.

4.2 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 4.3 have been obtained or made, the execution and delivery by such Party of this Agreement, the performance by such Party of its obligations under this Agreement, and the consummation by such Party of the transactions contemplated by this Agreement, do not and will not conflict with or result in a violation of the formation and governing documents of such Party, conflict with or result in a violation of any Governmental Authorization or Law applicable to such Party, or its assets or properties, or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of such Party pursuant to any Contract to which such Party is a party, or by which any of the assets or properties of such Party is bound or affected, except in each case as would not have a material adverse effect on the ability of such Party to perform its obligations under this Agreement.

4.3 Consents. No consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by such Party in connection with the execution and delivery of this Agreement by such Party, the performance by such Party of its obligations under this Agreement, or the consummation by such Party of the transactions contemplated by this Agreement, except for filings with the Secretary of State of the State of Delaware and such filings as may be required under applicable federal and state securities or “blue sky” Laws.

4.4 Investment Representations. Such Party understands that the Notes have not been registered under the Securities Act. Such Party also understands that the Notes, if and when offered and sold, are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the applicable Party’s representations contained in this Agreement. Such Party, for itself and no other Person, hereby represents and warrants as follows:

(a) Economic Risk. Such Party has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Issuer so that it is capable of evaluating the merits and risks of its investment in the Issuer and has the capacity to protect its own interests. Such Party must bear the economic risk of this investment indefinitely unless the Notes are registered pursuant to the Securities Act, or an exemption from registration is available and transfer is otherwise permitted pursuant to the Stockholders Agreement. Such Party understands that the Issuer has no present intention of registering the Notes.

(b) Acquisition for Own Account. Any Party acquiring Notes pursuant to this Agreement is acquiring such Notes for such Party’s own account for investment only, and not with a view towards their distribution. Such Party further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to any third Person with respect to any of the Notes.

(c) Investor Can Protect Its Interest. Such Party represents that by reason of its, or of its management’s, business or financial experience, such Party has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.

(d) Accredited Investor. Such Party represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

(e) Company Information. Such Party has received and read information about the Issuer and has had an opportunity to discuss the Issuer’s business, management and financial affairs with directors, officers and management of the Issuer and has had the opportunity to review the Issuer’s operations and facilities. Such Party has also had the opportunity to ask questions of and receive answers from, the Issuer and its management regarding the terms and conditions of this investment. Such Party understands that such discussions, as well as any written information provided by the Issuer, were intended to describe the aspects of the Issuer’s business and prospects which the Issuer believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in

this Agreement, the Issuer makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any Person other than the Issuer. Some of such information includes projections as to the future performance of the Issuer, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond the Issuer’s control.

5. Description of Notes. The Base Funding Notes and the Contingency Funding Notes shall bear interest from the applicable Issuance Date at the rates of 15% and 20% per annum, respectively; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 20% per annum, in the case of the Base Funding Notes, or 25% per annum, in the case of the Contingency Funding Notes. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8, or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A-1 or Exhibit A-2 hereto (as applicable), reflecting such amended term, to each holder of a Note upon presentment of such original Notes.

If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

6. Reserved.

7. Payment Provisions.

7.1 Payments on the Notes. The Issuer shall make payments of principal of and interest on the Notes when due; provided that prior to the maturity or earlier redemption of the Notes, interest shall accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of this Agreement. Interest shall be compounded on each anniversary of the applicable issuance date for such Note and shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note) (“PIK Interest”) and shall be payable on the Maturity Date.

7.2 Optional Redemption by the Issuer. The Notes may be redeemed at the option of the Issuer, at any time or from time to time, in whole or in part, at the Redemption Price (an “Optional Issuer Redemption”).

7.3 Mandatory Redemption by the Issuer. Promptly, and in any event no later than the second (2^nd) Business Day, following the issuance or incurrence by the Issuer of any Indebtedness that would require the Issuer to redeem the Notes pursuant to Section 12, the Issuer shall redeem the Notes from the proceeds of such Indebtedness as follows: (i) the Issuer must redeem the principal and interest of the Notes pro rata among all Lenders in accordance with each Lender’s pro rata share of the aggregate outstanding principal or interest amount, as applicable, of the Notes at the redemption price; (ii) the Issuer may not redeem any Base Funding Notes unless it first redeems all of the Contingency Funding Notes or unless there are no Contingency Funding Notes outstanding; (iii) the Issuer may not redeem any principal on any Base Funding Notes unless it first redeems all of the PIK Interest on Base Funding Notes; and (iv) the Issuer may not redeem any principal on any Contingency Funding Notes unless it first redeems all of the PIK Interest on Contingency Funding Notes.

7.4 Transaction Redemption. Upon the occurrence of a Change of Control or a Qualified Sale, the Issuer shall provide to each holder of Notes a notice of offer to redeem up to 100% of the then-outstanding principal amount of the Notes held by such holder (a “Transaction Redemption”), at the Redemption Price. Each Lender shall have twenty (20) Business Days following receipt of such notice to notify the Issuer of such Lender’s acceptance of the offer to tender all or any portion of its Notes.

7.5 Mechanics of Redemption. In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall notify the other Parties not less than 15 days nor more than 90 days prior to the date of redemption. All notices of redemption shall state (a) the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to be redeemed or other amounts to be received, (c) the Redemption Price with respect to the Notes to be redeemed, (d) if the Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to collect the Redemption Price, and (h) the section of the Notes pursuant to which the Notes are to be redeemed.

Notice of redemption having been given as aforesaid, the Notes (or any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price, and unless the Issuer defaults in making the redemption payment, from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) shall be paid by the Issuer to the holders of the Notes, and if less than 100% of the Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a Note called for redemption shall not be paid upon surrender thereof for redemption, the Note shall continue to bear interest from the Redemption Date (or other applicable redemption date) until the date on which the Redemption Price plus any additional interest thereon is paid therefor.

8. Default. An event of default occurs upon the occurrence of any of the following events (each, an “Event of Default”):

8.1 The Issuer defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for 20 days.

8.2 The Issuer (1) defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, redemption by acceleration or otherwise, or (2) fails to redeem or purchase any Note pursuant to any provision of this Agreement, when required, and, in the case of (1) or (2), such default continues for 20 days.

8.3(a) The Issuer fails to comply with any of its covenants or agreements in this Agreement (other than those referred to in Section 8.1 above, Section 8.2 above or Section 8.3(b) below) or the Original Security Agreement and, in each case, such failure continues for 30 days (or, in the case of the failure of the security interest created under the Original Security Agreement to be perfected (pursuant to the action or inaction of the Issuer), five (5) days) after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured; (b) the Issuer fails to comply with Section 12 of this Agreement and such failure continues for 30 days after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured; or (c) the Issuer fails to comply with any of its covenants or agreements in the Intercreditor Agreement and such failure continues for 10 days after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured.

8.4 The Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

(b) consents to the entry of an order for relief against it in an involuntary case;

(d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;

8.5 A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that;

(a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary in an involuntary case;

(b) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary or for any substantial part of any of their property; or

(c) orders the winding up or liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary;

or any similar relief is granted under any foreign laws in any of the foregoing cases and the order, decree or relief remains unstayed and in effect for 60 consecutive days.

8.6 The withdrawal or suspension by the DOT of the DOT Certificate.

8.7 The occurrence of any “Event of Default” pursuant to the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement, as applicable, demand that the Issuer’s monetary obligations pursuant to the Additional Note Purchase Agreement, the Third Note Purchase Agreement or the Fourth Note Purchase Agreement, as applicable, become due and payable.

8.8 The occurrence of any Lessor Default Termination Election.

8.9 The Issuer fails to comply with any of its covenants or agreements in the Covenant Agreement and, in the case of the Issuer’s covenant in respect of fuel hedging only, such failure continues for 10 days after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured.

If any Event of Default (other than an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6) occurs and is continuing, any Lender may declare all the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement to be due and payable immediately and the obligation to purchase Notes shall terminate; provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement shall be due and payable, in each case, only upon the written demand of the Majority Lenders. Upon any such declaration or demand, such principal, premium, if any, interest and other monetary obligations shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6 hereof occurs, all outstanding principal, premium, if any, interest and any other monetary obligations of such Notes shall be due and payable immediately without further action or notice.

If an Event of Default occurs and is continuing, (a) the Lenders may pursue any available remedy to collect the payment of principal and interest on the Notes or to enforce the performance of any provision of the Notes or this Agreement, and (b) all payments or proceeds received by Collateral Agent in respect of any Obligations shall be applied in accordance with the application arrangements described in Section 5.3 of the Original Security Agreement. The Issuer shall notify each Lender in writing within two days of the occurrence of an Event of Default.

A delay or omission by any Lender in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

9. Loss, Theft, Destruction or Mutilation. Upon receipt of evidence satisfactory to the Issuer of the loss, theft, destruction or mutilation of a Base Funding Note or Contingency Funding Note, as applicable, and, in the case of such loss, theft or destruction, upon delivery to the Issuer of an indemnity undertaking reasonably satisfactory to the Issuer, or, in the case of any such mutilation, upon surrender of a Base Funding Note or Contingency Funding Note, as applicable to the Issuer, the Issuer will issue a new note, of like tenor and principal amount, in lieu of or in exchange for such lost, stolen, destroyed or mutilated Base Funding Note or Contingency Funding Note, as applicable. Upon the issuance of any substitute Note, the Issuer may require the payment to it of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses in connection therewith.

10. Notices and Demands. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next Business Day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Parties at their respective addresses as set forth on the signature pages hereof or at such other address as a given party may designate by ten days’ advance written notice to the other Parties hereto.

11. Transfer Restrictions; Assignment.

11.1 A Lender may not Transfer a Note, in whole or in part, to any Person, unless such Transfer (i) is to a Permitted Transferee, (ii) has been consented to by each of the Lenders (the “ROFO Parties”), or (iii) complies with the provisions of Section 11.2 below. Any Transfer not in compliance with such provisions shall be null and void.

11.2 Other than as expressly permitted pursuant to Section 11.1, at no time shall any Lender (for purposes of this Section 11, a “Selling Lender”) Transfer all or any portion of the Notes held by it (whether now or hereafter acquired) unless such Selling Lender complies with the following provisions:

(a) In the event that such Selling Lender proposes to Transfer any or all of its Notes (for purposes of this Section 11, the “Offered Notes”), such Selling Lender shall deliver a written notice of intention to sell (an “Offer Notice”) to each other ROFO Party (the ROFO Parties other than the Selling Lender, the “ROFO Rightholders”) setting forth the type(s) and the amount of Notes proposed to be sold.

(b) Upon receipt of an Offer Notice from such Selling Lender, each ROFO Rightholder shall have the first right to make an offer to purchase any or all of the Offered Notes; provided that the number of Offered Notes offered to be purchased by such ROFO Rightholder together with any other participating ROFO Rightholders in the aggregate is equal to or exceeds all (but not less than all) of the Offered Notes (for the avoidance of doubt, in the event that the participating ROFO Rightholders in the aggregate fail to offer to purchase all Offered Notes, then the Selling Lender shall be entitled to sell any or all of the Offered Notes to a third party purchaser at any price). In the event that a ROFO Rightholder shall offer to purchase any or all of the Offered Notes, the ROFO Rightholder shall so notify the Selling Lender in writing, and such notice shall be irrevocable (such notice, a “ROFO Election”) and cause such ROFO Rightholder an obligation to purchase the number of Offered Notes set forth in such ROFO Election if the Selling Lender accepts such offer to purchase any or all Offered Notes pursuant to the terms of this Section 11. The ROFO Election shall set forth the price (the “Offer Price”) at which such ROFO Rightholder is willing to purchase any or all of the Offered Notes. Each ROFO Rightholder that wishes to purchase any or all Offered Notes shall be required to deliver a ROFO Election to the Selling Lender no later than 10 days after receipt of an Offer Notice (the “ROFO Period”).

(c) The Selling Lender shall have 10 days after the earlier of (i) the expiration of the ROFO Period or, (ii) if all ROFO Parties have delivered a ROFO Notice or rejected the option to deliver such notice, prior to the expiration of the ROFO Period, the day on which the last ROFO Party delivered such ROFO Notice or rejected to deliver such notice, as the case may be, to accept a ROFO Rightholder’s Offer Price by delivery of notice thereof (an “Acceptance Notice”). If the Selling Lender delivers an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender and each ROFO Rightholder to whom the Selling Lender has delivered an Acceptance Notice shall negotiate in good faith to consummate the transaction within 30 days following the delivery of the Acceptance Notice. If the Selling Lender does not deliver an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender shall have the right to sell any or all of the Offered Notes not included in the

Acceptance Notice to any third party purchaser; provided that the price of the Offered Notes shall be higher than the Offer Price; provided, further, that such sale shall be consummated within 90 days following the day on which the last ROFO Party delivered the ROFO Notice or failed to deliver such notice. For the avoidance of doubt, in the event the Selling Lender desires to sell the Offered Notes, or any part thereof, to any third party purchaser at a price lower than the Offer Price, the Selling Lender shall deliver a further Offer Notice to the Issuer.

(d) If each of the ROFO Rightholders (i) notifies the Selling Lender that they do not wish to submit a ROFO Election within the ROFO Period, (ii) does not submit a ROFO Election within the ROFO Period or (iii) with respect to a ROFO Rightholder that has received an Acceptance Notice, such ROFO Rightholder does not consummate the transaction through no fault of the Selling Lender within 30 days following the delivery of the Acceptance Notice, then the Selling Lender may sell the Offered Notes to any third party at any price.

(e) The closing of any sale of Offered Notes pursuant to this Section 11 shall take place no later than 30 days following the Acceptance Notice (or upon the expiration of such longer period if required by law), or such earlier date as may be agreed by the parties to the sale.

(f) If more than one ROFO Rightholder submits a ROFO Election under this Section 11, then each such ROFO Rightholder shall be entitled to purchase up to an amount of Offered Notes equal to the aggregate amount of such Offered Notes multiplied by a fraction (expressed as a percentage rounded to two decimal places), the numerator of which is the aggregate principal amount of Notes held by such ROFO Rightholder and the denominator of which is the aggregate principal amount of Notes held by those ROFO Rightholders that have submitted a ROFO Election under this Section 11 (such amount for purposes of this Section 11, the “Participation Amount”); provided that no ROFO Rightholder that has submitted a ROFO Election under this Section 11 may purchase less than its Participation Amount unless all participating ROFO Rightholders collectively purchase all (but not less than all) of the Offered Notes.

11.3 Subject to the foregoing, any transferee that receives any interest in a Note pursuant to this Section 11 shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of this Agreement and the Note and such transferee shall thereafter be deemed to be a “Lender” for all purposes herein. If any interest in a Note is Transferred in compliance with this Section 11, such Note shall be cancelled and the Issuer shall execute and deliver a new note (in substantially the form of such Transferred Note) to each Person to whom an interest in such Note has been Transferred (and to the Transferring holder if such holder retains an interest in such holder’s Note) in an aggregate principal amount equal to such Person’s interest in such Note. This Agreement and any rights or obligations hereunder shall not be assigned or delegated to any Person except in accordance with this Section 11, and any such assignment or delegation not in compliance with the foregoing shall be null and void.

11.4 Notwithstanding anything else in this Section 11 to the contrary, no Lender shall Transfer any Notes unless (i) such Transfer is made in compliance with all applicable securities laws and (ii) such Transfer would not cause the Issuer to no longer comply with the Quantitative Foreign Ownership Limitations (as defined in the Stockholders Agreement)

upon the consummation of such Transfer and the DOT has not notified the Issuer that such Transfer would cause the Issuer to no longer comply with the Quantitative Foreign Ownership Limitations (as defined in the Stockholders Agreement).

12. No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes (or notes outstanding under the Additional Note Purchase Agreement, the Third Note Purchase Agreement or the Fourth Note Purchase Agreement) in accordance with the redemption mechanism set forth in Section 7.3 above, or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness incurred after the date hereof and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

13. Security Interest.

13.1 Security Agreement. Pursuant to the terms of the Original Security Agreement, the Issuer has granted a security interest to the Collateral Agent, for the benefit of the Lenders in certain of the Issuer’s assets (the “Collateral”) on the terms set forth in the Original Security Agreement. The security interest will terminate upon repayment in full in cash of the Obligations (as defined in the Original Security Agreement). The Issuer represents and warrants to VML and VAHG that the Collateral Agent (subject to applicable Uniform Commercial Code or federal law filing requirements) has a first-priority security interest in the Collateral, subject to the limitations set forth in the Original Security Agreement, and except for the security interest granted to the Collateral Agent pursuant to the Security Agreements and the other Liens permitted to exist on the Collateral under the Security Agreements, the Issuer owns each item of the Collateral free and clear of any and all Liens or claims of others. The Issuer acknowledges that Lenders are specifically relying on the representation and warranty in this Section 13 and the representations and warranties in the Original Security Agreement in making the purchases of Notes required under this Agreement.

13.2 Collateral Agent Appointment. The Lenders hereby irrevocably appoint the Collateral Agent to act as the agent of each Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer under and in accordance with the terms of the Original Security Agreement, together with such powers and discretion as are reasonably incidental thereto. The Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Original Security Agreement, or for exercising any rights and remedies thereunder in accordance with the terms thereof, shall be entitled to the benefits of Section 17.5, as set forth in full herein with respect thereto.

14. Reserved.

15. Notices. The Issuer shall promptly provide the Lenders with written notice of any comments on or with respect to this Agreement, the Original Security Agreement or any Note, received from the DOT.

16. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, with respect to a specified Person, another Person that (a) either directly or indirectly, through one or more intermediaries, Controls, or is controlled by, or is under common or joint control with, the Person specified, (b) is a related investment vehicle, member or partner of such Person, or (c) is an Affiliate of an Affiliate of such Person.

“Bankruptcy Law” means any federal or state law relating to bankruptcy, insolvency, winding up, administration, receivership and other similar matters and any similar foreign law for the relief of creditors.

“Bylaws” means the Third Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Capital Stock” of any Person at any time, means any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, limited liability company interests, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

“Carola” means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands.

“Change of Control” means (i) any merger, consolidation or other business combination of the Issuer with or into any other entity, recapitalization, spin-off, distribution, stock sale or any other similar transaction (including, without limitation, any sale of equity interests of VAI or any of the VAI Members), whether in a single transaction or series of related transactions, where Carola, the Institutional U.S. Investor, the MBO Investors and/or their respective Affiliates, collectively, cease to beneficially own more than 50% of the voting stock of the entity surviving or resulting from such transaction (or the ultimate sole parent thereof) 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 Issuer and its Subsidiaries.

“Charter” means the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Collateral” has the meaning set forth in the Original Security Agreement.

“Contract” means any written, oral or other agreement, contract, subcontract, lease, sublease, license, sublicense, understanding, instrument, note, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

“Control” (including the terms “controlled by” and “under common control with” means Control as defined in Rule 12b-2 under the Exchange Act.

“Covenant Agreement” means that certain letter agreement, dated as of the date hereof, by and among the Issuer, each of the Lenders hereunder as of the date hereof and certain other parties, with respect to agreements of the Issuer with respect to fuel hedging and minimum cash balance requirements.

“DOT” means the United States Department of Transportation or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code.

“DOT Certificate” means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. §41102.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the date hereof, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

“Governmental Authority” means any: nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; federal, state, local, municipal, foreign or other government; or governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court, arbitrator or other tribunal).

“Governmental Authorization” means any permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Group” means as defined in Section 13(d)(3) of the Exchange Act.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary.

net receivable with respect thereto) and (vii) all indebtedness of another Person described in (i) through (vi) above which is secured by a Lien on any property of the subject Person; provided, however, that the amount outstanding at any time of any indebtedness issued with original issue discount is the principal amount of such indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and that “Indebtedness” shall not include any liability for federal, state, local or other taxes. Notwithstanding the foregoing, guarantees of (or obligations with respect to letter of credit supporting) Indebtedness otherwise included in the determination of such amount shall not be included.

“Institutional U.S. Investor” means Cyrus Aviation Partners II, L.P., a Delaware limited partnership.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of December 9, 2011, by and among the Issuer, the Collateral Agent, the investment funds signatory thereto for which Cyrus Capital Partners, L.P. acts as investment manager, VML, and VAHG.

“Interest Rate Agreement” means for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect the party indicated therein against fluctuations in interest rates.

“Issuance Date” means, for each Note, the day on which such Note is issued and purchased in accordance with the terms of the Original Agreement.

“Junior Subordinated Indebtedness” means any Indebtedness of the Issuer (whether outstanding on any Note’s Issuance Date or thereafter Incurred) which is expressly subordinate or junior in right of payment to the Notes pursuant to a written agreement; provided that Junior Subordinated Indebtedness shall include (i) the 4.68% Subordinated Note Due 2020, dated July 31, 2007, issued by the Issuer to Carola, (ii) the 4.68% Subordinated Note Due 2020, dated May 31, 2007, issued by the Issuer to Carola, and (iii) any Indebtedness incurred in violation of the Notes or this Agreement.

“Law” means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

“Leases” means any aircraft operating lease or similar agreement with respect to aircraft to which the Issuer or any Subsidiary of the Issuer is a party, including, without limitation, each of the agreements set forth on Schedule I hereto.

“Lenders” means VML, VAHG and any other Person to whom Notes have been Transferred.

“Lessor Default Termination Election” means the exercise by the lessor under any Lease of such lessor’s right to cancel the leasing of any aircraft, to repossess an aircraft or to require that any aircraft be redelivered to such lessor, in each case, as a result of and following the occurrence and continuance of an event of default under such Lease.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof) whether or not recorded, filed or otherwise perfected under applicable law.

“Majority Lenders” means Lenders that are holders of more than 50% in principal amount of then-outstanding Notes; provided that the PIK Interest shall not be included for purposes of determining the principal amount of then-outstanding Notes.

“MBO Investors” means David Cush, Donald Carty, Ana Carty, Samuel Skinner, Robert Nickell, Scott Freidheim and Cyrus Freidheim, collectively.

“Organizational Documents” means the Charter or the Bylaws.

“Permitted Transferee” means, with respect to any Lender, (i) any Affiliate of such Lender (including any Affiliate pursuant to a reorganization, recapitalization or other restructuring of such Person); (ii) any other Lender; (iii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any individual who is a Permitted Transferee; (iv) for estate planning purposes, any trust, the beneficiaries of which include only (A) individuals who are Permitted Transferees referred to in clauses (i) or (iii) and (B) parents, spouses and lineal descendants of individuals who are Permitted Transferees referred to in clause (i). Additionally, the term “Permitted Transferee” shall also include with respect to VML and VAHG (i) Sir Richard Branson together with the trustees of any settlement created by him; (ii) any spouse of Sir Richard Branson, or any child or remoter issue of his grandparents or any spouse of such child or issue; (iii) the trustee or trustees for the time being of any settlement made by any person mentioned in (ii); (iv) any personal representative of Sir Richard Branson or any of the persons referred to in (ii); (v) any undertaking (as defined in section 259 of the United Kingdom Companies Act 1985) in any jurisdiction or other entity in which any person specified in (i) to (iv) himself or together with any other person mentioned in (i) to (iv) inclusive holds (directly or indirectly) more than 20% of the shares (as defined in section 259 of the United Kingdom Companies Act 1985) or otherwise has control (as defined in Section 416 of the United Kingdom Income and Corporation Taxes Act 1988); and any person acting as bare nominee for an individual or any of the persons referred to in (i) to (v).

“Person” means 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 comprised of two or more of the foregoing.

“Qualified Sale” means an issuance of shares of Common Stock by the Issuer or a sale of Common Stock by Carola, VAI or their respective Affiliates, resulting in more than 50% of the outstanding Common Stock then outstanding being held, directly or indirectly, by a Person other than Carola, the Institutional U.S. Investor, the MBO Investors, their respective Affiliates or an Affiliate of the Issuer.

“Redemption Date” means (i) the date fixed by the Issuer for an Optional Issuer Redemption or a Transaction Redemption or (ii) the date on which the Issuer is required to redeem any or all Notes pursuant to Section 7.3 and Section 12.

“Redemption Price” means a price payable in cash equal to 100% of the then-outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest on such principal amount to be redeemed to the Redemption Date.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Senior Indebtedness” means all Indebtedness of the Issuer including principal, rent, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer regardless of whether postfiling interest is allowed in such proceeding) thereon, and fees and other amounts owing in respect thereof, including for damages, whether outstanding on any Issuance Date or thereafter Incurred, to the extent that in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is senior in right of payment to junior or subordinated Indebtedness of the Issuer, including the Notes; provided, further, that Senior Indebtedness shall not include (1) any obligation of the Issuer to any Subsidiary, (2) any liability for federal, state, local or other taxes owed or owing by the Issuer, (3) any obligations with respect to any Capital Stock of the Issuer, (4) any Indebtedness Incurred in violation of the Notes or this Agreement, or (5) any accounts payable or other liabilities incurred in the ordinary course of business to trade creditors (including guarantees thereof or instruments evidencing such liabilities).

“Significant Subsidiary” means a Subsidiary that would be a “Significant Subsidiary” of a company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security or agreement pursuant to which payment obligations arise, the date specified in such security or agreement as the fixed date on which the payment of principal of such security or such other amount, as applicable, is due and payable, including pursuant to any mandatory redemption provision but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred.

“Stockholders Agreement” means the Fourth Amended and Restated Stockholders Agreement, dated as of the date hereof, as may be further amended, restated or otherwise modified from time to time, among the Issuer, VML, the Institutional U.S. Investor, the MBO Investors, VAI, the VAI Members, and the other parties thereto.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“Transfer” means to directly or indirectly sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise) securities owned by a Person.

“VAI” means VAI Partners LLC, a Delaware limited liability company.

“VAI Members” means each of VAI Management, LLC, a Delaware limited liability company, Cyrus Aviation Investor, LLC, a Delaware limited liability company, VAI MBO Investors, LLC, a Delaware limited liability company, and VX Employee Holdings, LLC, a Delaware limited liability company.

17. Miscellaneous Provisions.

17.1 No Oral Modifications. None of this Agreement, the Original Security Agreement, the Covenant Agreement or any term of the Notes may be changed, waived, discharged or terminated orally, but may only be amended, waived or modified by an instrument in writing signed by each of the Parties.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

17.3 Governing Law Jurisdiction Jury Trial Waiver. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement and the Notes hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this Agreement and the Notes: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the Notes, as applicable, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction), (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that (a) service of process in any such action will be in accordance with the laws of the State of New York (and with respect to VML or VAHG, that service of process upon Virgin Management USA Inc., in accordance with the laws of the State of New York shall be effective service of process upon VML or VAHG) and (b) delivery of service of process pursuant to Section 10 shall be effective service of process; (iv) waives in connection with any such action any and all rights to a jury trial; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

17.4 Recourse. Recourse under this Agreement and the Notes shall be to the assets of the Issuer only and in no event to the officers, directors or stockholders of the Issuer.

17.5 Costs and Indemnification. As a condition to each of the Lenders’ obligations hereunder and as a requisite for the Collateral Agent, Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Lenders and each of their respective Affiliates, partners, directors, officers, agents, and advisors (each an “Indemnitee” and collectively, the “Indemnitees”) against all liabilities, costs, expenses and damages (including reasonable attorneys’ fees and disbursements, appraiser’s fees and court costs, including all costs and reasonable attorneys’ fees incurred in any appeal, bankruptcy proceeding, or other proceeding, disbursements, settlement costs and other charges), to any such Indemnitee in connection with or as a result of (a) the negotiation, preparation, execution or delivery of this Agreement or the Original Security Agreement or the performance by the parties to their respective obligations hereunder or thereunder, as the case may be, (b) the issuance of Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Original Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained herein or in the Original Security Agreement, (d) the enforcement or protection of its rights under this Section or the Original Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Notes, or any foreclosure on or other disposition or use of Collateral, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not include declines in value of the Notes.

17.6 Benefits of this Agreement. Nothing in this Agreement or in the Notes, express or implied, shall give to any Person (other than the parties hereto, their successors hereunder and each of the Lenders) any benefit or any legal or equitable right, remedy or claim under this Agreement.

17.7 Payments Reduced for Withholding Taxes. Notwithstanding any other provision herein, any amounts payable by the Issuer in respect of the Notes (including without limitation principal and interest) shall be paid net of any withholding tax that may be required under applicable law. It is the intention of the parties that accruals of interest, or payments of accrued and unpaid interest under the terms of this Agreement not be subject to the withholding of any taxes unless required under applicable law. The Issuer shall not withhold any taxes from any such accruals or payments to a Lender if such Lender provides the Issuer with properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding. Before withholding any taxes from any such accruals or payments, the Issuer shall consult with tax counsel reasonably acceptable to the applicable Lender and shall notify the applicable Lender if, after consulting such tax counsel, it reasonably determines that withholding is required. If any such accruals or payments to an applicable Lender are subject to withholding tax, such Lender severally agrees to indemnify and hold

harmless the Issuer for any taxes, additions to tax or interest thereon that may be imposed on the Issuer for any failure to withhold in respect of such accruals or payments other than any interest or additions to tax that are imposed as a result of the gross negligence of the Issuer.

17.8 Survival. The Issuer’s indemnification liabilities under Section 17.5 and Section 17.7 shall remain in full force and effect after the termination of this Agreement regardless of the reason for such termination.

17.9 Construction. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement. References to “or” shall be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”). Each Party acknowledges that this Agreement was negotiated by it with the benefit of representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

17.10 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, if the Intercreditor Agreement shall remain outstanding, the rights granted to the Lenders hereunder, the lien and security interest granted to the Collateral Agent pursuant to the Original Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of the Intercreditor Agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Parties has caused this Second Amended and Restated Note Purchase Agreement to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR

Facsimile: +## ## #######
Attention: Company Secretary

Signature Page to

Second Amended and Restated Note Purchase Agreement


VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director

Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Second Amended and Restated Note Purchase Agreement


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Second Amended and Restated Note Purchase Agreement

Schedule 1

Leases

[Provided separately.]

EXHIBIT A-1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.

THE TRANSFER OF THIS NOTE IS RESTRICTED IN ACCORDANCE WITH THE NOTE PURCHASE AGREEMENT REFERRED TO HEREIN, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS THEREOF.

VIRGIN AMERICA INC.

15% BASE FUNDING NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: DECEMBER 9, 2011

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the Original Issue Date at the rate of 15% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Base Funding Notes pursuant to the terms of Section 7.1 of the Second Amended and Restated Note Purchase Agreement, dated as of December 9, 2011, among the Issuer and the other parties named therein (as may be amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule A hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, or (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

This Base Funding Note is one of the Notes bearing interest at the rate of 15% and due on the Maturity Date issued under the Note Purchase Agreement and the holder hereof is entitled equally and ratably with the holders of all other Base Funding Notes outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

[remainder of page left intentionally blank]

Notwithstanding any other provision herein, any amounts payable by Issuer in respect of this Base Funding Note (including, without limitation, principal and interest) shall be paid net of any withholding taxes that may be required under applicable law. It is the intention of the parties to the Note Purchase Agreement that accruals of interest, or payments of accrued and unpaid interest under the terms of the Note Purchase Agreement not be subject to the withholding of any taxes unless required under applicable law. Before withholding any taxes from any such accruals or payments, the Issuer shall consult with tax counsel reasonably acceptable to the Holder and shall notify the Holder if after consulting such tax counsel, it reasonably determines that withholding is required. If any such accruals or payments to the Holder are subject to withholding tax, the Holder severally agrees to indemnify and hold harmless the Issuer for any taxes, additions to tax or interest thereon that may be imposed on the Issuer for any failure to withhold in respect of such accruals or payments other than any interest or additions to tax that are imposed as a result of the gross negligence of the Issuer.

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Base Funding Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

SCHEDULE I TO EXHIBIT A-1

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Base Funding Note shall be $ . The following decreases/increases in the principal amount of this Base Funding Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

EXHIBIT A-2

VIRGIN AMERICA INC.

20% CONTINGENCY FUNDING NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: DECEMBER 9, 2011

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the Original Issue Date at the rate of 20% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Contingency Funding Notes pursuant to the terms of Section 7.1 of the Second Amended and Restated Note Purchase Agreement, dated as of December 9, 2011, among the Issuer and the other parties named therein (as may be amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule A hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, or (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

This Contingency Funding Note is one of the Notes bearing interest at the rate of 20% and due on the Maturity Date issued under the Note Purchase Agreement and the holder hereof is entitled equally and ratably with the holders of all other Contingency Funding Notes outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

[remainder of page left intentionally blank]

Notwithstanding any other provision herein, any amounts payable by Issuer in respect of this Contingency Funding Note (including, without limitation, principal and interest) shall be paid net of any withholding taxes that may be required under applicable law. It is the intention of the parties to the Note Purchase Agreement that accruals of interest, or payments of accrued and unpaid interest under the terms of the Note Purchase Agreement not be subject to the withholding of any taxes unless required under applicable law. Before withholding any taxes from any such accruals or payments, the Issuer shall consult with tax counsel reasonably acceptable to the Holder and shall notify the Holder if after consulting such tax counsel, it reasonably determines that withholding is required. If any such accruals or payments to the Holder are subject to withholding tax, the Holder severally agrees to indemnify and hold harmless the Issuer for any taxes, additions to tax or interest thereon that may be imposed on the Issuer for any failure to withhold in respect of such accruals or payments other than any interest or additions to tax that are imposed as a result of the gross negligence of the Issuer.

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Contingency Funding Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

SCHEDULE I TO EXHIBIT A-2

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Contingency Funding Note shall be $ . The following decreases/increases in the principal amount of this Contingency Funding Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of May 10, 2013, amends the Second Amended and Restated Note Purchase Agreement (the “Agreement”), dated as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), Bank of Utah, a Utah corporation (the “Collateral Agent”) and Virgin America Inc., a Delaware corporation (the “Issuer” and together with Collateral Agent, VML and VAHG, the “Parties”). Capitalized terms used herein and not defined shall have the meanings given to such terms in the Agreement.

WHEREAS, pursuant to the Agreement (the “Original Agreement”), the Issuer has issued to the lenders thereunder Notes in an aggregate principal amount of $140,000,000;

WHEREAS, each holder of Notes has agreed to release a portion of the PIK Interest that has accrued on the Notes, on the terms set forth herein, and in consideration for such release, the Issuer shall issue to each holder of Notes, and each holder of Notes shall accept from the Issuer, warrants to purchase Class C common stock of the Company, on the terms set forth herein;

WHEREAS, the Issuer and each holder of Notes have agreed to reduce the interest rates applicable to the Notes from 15% (with respect to the Base Funding Notes) and 20% (with respect to the Contingency Funding Notes) to 5% with respect to all Notes, with effect from January 1, 2013, on the terms set forth herein;

WHEREAS, each of the Issuer, VML and certain investment funds for which funds Cyrus Capital Partners, L.P. acts as investment manager (collectively, the “Cyrus Parties”) desire to enter into the Fifth Note Purchase Agreement dated as of the date hereof (as defined below) pursuant to which the Company has authorized the issuance and sale to VML and the Cyrus Parties an aggregate principal amount of $75,000,000 in notes thereunder as of the date hereof;

WHEREAS, in connection with the execution and delivery of the Fifth Note Purchase Agreement, the parties hereto desire to amend the Agreement in the manner set forth herein.

NOW, THEREFORE, in consideration of the foregoing, intending to be legally bound, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Certain Definitions. Section 16 of the Agreement is hereby modified to add or amend and restate, as applicable, in the appropriate alphabetical order the following definitions:

“Bylaws” means the Fourth Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Charter” means the Eighth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Class C Common Stock” means the non-voting Class C common stock, par value $0.01 per share, of the Company.

“Covenant Agreement” means that certain amended and restated letter agreement, dated as of May 10, 2013, by and among the Issuer, VML, VAHG and the investment funds signatory thereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager, as may be further amended, restated or supplemented, from time to time.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of May 10, 2013, by and among the Issuer, the Collateral Agent, the Cyrus Parties, VML, and VAHG.

“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Issuer (including, without limitation, interest accruing at the then applicable rate provided in the applicable Note after the maturity of the Notes and interest accruing at the then applicable rate provided in the applicable Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Notes, this Agreement, the Original Security Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lenders and the Collateral Agent that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements).

“Seventh Closing Warrant Agreement” means the Seventh Closing Virgin Warrant Agreement, dated as of May 10, 2013, by and between the Issuer and VAHG.

“Stockholders Agreement” means the Sixth Amended and Restated Stockholders Agreement, dated as of May 10, 2013, as may be further amended, restated or otherwise modified from time to time, among the Issuer, VML, the Institutional U.S. Investor, the MBO Investors, VAI, the VAI Members, and the other parties thereto.

“Warrants” shall have the respective meaning ascribed to such term in the Seventh Closing Warrant Agreement.

2. The seventh recital of the Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, pursuant to the Fourth Note Purchase Agreement, dated December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Fourth Note Purchase Agreement”), the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $150,000,000 (the “Fourth Notes”);

3. The eighth recital of the Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, in connection with the Fourth Note Purchase Agreement, the Issuer has executed a Fourth Security Agreement, dated as of December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Fourth Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Fourth Note Purchase Agreement;

4. The ninth recital of the Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, each of the Issuer, VML and certain other lenders are parties to that certain Fifth Note Purchase Agreement, dated as of May 10, 2013 (the “Fifth Note Purchase Agreement”), pursuant to which the Issuer has agreed to issue and sell to the lenders thereunder, and subject to the terms and conditions of the Fifth Note Purchase Agreement, the lenders have agreed to purchase, an aggregate principal amount of $75,000,000 in notes thereunder (the “Fifth Notes”); and

5. A new tenth recital of the Agreement is hereby added as follows:

WHEREAS, in connection with the Fifth Note Purchase Agreement, the Issuer has executed a Fifth Security Agreement, dated as of May 10, 2013 (as may be amended, restated or supplemented, the “Fifth Security Agreement”, and together with the Original Security Agreement, the Additional Security Agreement, the Third Security Agreement and the Fourth Security Agreement, the “Security Agreements”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Fifth Note Purchase Agreement.

6. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

Exchange and Cancellation of Existing Notes for New Notes and Warrants. Pursuant to the Original Agreement, (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Base Funding Notes in an aggregate principal amount of $100,000,000 and Contingency Funding Notes in an aggregate principal amount of $40,000,000, and (ii) VML has assigned to VAHG Base Funding Notes in an aggregate principal amount of $100,000,000 and Contingency Funding Notes in an aggregate principal amount of $40,000,000. For purposes of this Agreement, the Base Funding Notes and Contingency Funding Notes issued prior to May 10, 2013 under the Original Agreement shall constitute “Existing Notes.” Concurrent with the issuance of the Fifth Notes, the Lenders shall surrender their Existing Notes to the Company for cancellation in exchange for (1) one or more new Notes in the form attached hereto as Exhibit A (which shall (a) constitute “Notes” for purposes of this Agreement, (b) have all of the rights, entitlements and benefits of this Agreement, and (c) represent the continuing Obligations of the Issuer under this Agreement, as amended by this Amendment) to be issued in the principal amounts and to the corresponding Parties listed on Schedule A attached hereto; which Notes shall reflect the original principal amount of the Notes under the Original Agreement, as adjusted by (x) the “PIK Release” (as defined below)

and (y) the reduced interest rate applicable to such Note in accordance with Section 5 of this Agreement, as amended by the Amendment, and (2) Warrants to be issued pursuant to the Seventh Closing Warrant Agreement for the aggregate number of shares of Class C Common Stock as specified on Schedule A attached hereto.

For the avoidance of doubt, the principal amount of the new Notes issued as of the date of this Amendment shall reflect (i) the principal amount of the applicable Existing Note as of the original issuance date (as set forth on Schedule A hereto), (ii) accrued interest on such Note from the original issuance date through and including December 31, 2012 in accordance with the terms of the Original Agreement (i.e., 15% with respect to Base Funding Notes and 20% with respect to Contingency Funding Notes), (iii) accrued interest from January 1, 2013 up to, but excluding the date of this Amendment, in accordance with Section 5 of this Agreement, as amended by this Amendment (i.e., 5.00% with respect to the Notes), and (iv) a reduction in an amount equal to the PIK Interest to be released with respect to such Note as set forth on Schedule A hereto (the “PIK Release”).

7. Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

Description of Notes. The Notes shall bear interest from May 10, 2013 at the rate 5% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 10% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable original Issuance Date of the Existing Note relating to such Note (as set forth on Schedule A) and, except as otherwise provided in this Agreement, shall be added at such to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

If any payment on the Notes becomes due and payable on any day other than a day on which commercial banks in New York, New York and London, England are open for the transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

8. Section 8.7 of the Agreement is hereby amended and restated in its entirety as follows:

The occurrence of any “Event of Default” pursuant to the Additional Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9 of each of the Additional Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Additional Note Purchase Agreement, the Third Note Purchase Agreement the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement demand that the Issuer’s monetary obligations pursuant to the Additional Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement, as applicable, become due and payable.

9. Section 12 of the Agreement is hereby amended and restated in its entirety as follows:

No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes in accordance with the redemption mechanism set forth in Section 7.3 above (or notes outstanding under the Additional Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement pursuant to their respective redemption mechanisms set forth therein), or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness after May 10, 2013 and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

10. Schedule A of this Amendment is hereby added as Schedule A to the Agreement.

11. Exhibit A-1 of the Agreement is hereby amended and restated in its entirety as Exhibit A attached to this Amendment. Exhibit A-2 is deleted in its entirety.

12. Except as expressly amended, modified, waived or noted herein, the Agreement is, and shall continue to be, in full force and effect in accordance with its terms, and this Amendment shall not constitute any Party’s willingness to consent to any other amendment, modification or waiver of the Agreement. The Parties hereby ratify and reaffirm each and every term, covenant and condition (as expressly modified by this Amendment, to the extent applicable) set forth in the Agreement. No reference to this Amendment needs to be made in any agreement, instrument or document at any time referring to the Agreement in order to give effect to this Amendment. From and after the date of this Amendment, all references to the Agreement (in any agreements, documents or instruments) shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

13. This Amendment may be executed in any number of counterparts, each of which shall be an original or facsimile, but all of which shall constitute one instrument.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties have caused this Amendment to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The Battleship Building
179 Harrow Road
London W2 6NB
Facsimile: + ## ## ########
Attention: Company Secretary

VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director

Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Second Amended and Restated Note Purchase Agreement


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

BANK OF UTAH

By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President

Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile: (###) ###-####
Attention: Counsel

Signature Page to

Second Amended and Restated Note Purchase Agreement

SCHEDULE A

Exchange of Existing Notes for New Notes and Warrants


Holder	Existing Note Original Issue Date	Existing Note Original Principal Amount		Amount of PIK Release		Principal Amount of New Note		Class C Common Stock Warrant (Shares)
VA Holdings (Guernsey) LP	May 1, 2008	$	24,000,000	$	15,622,480	$	31,016,525.68		15,622,480
VA Holdings (Guernsey) LP	June 1, 2008	$	30,000,000	$	19,047,478	$	38,567,738.12		19,047,478
VA Holdings (Guernsey) LP	July 7, 2008	$	10,000,000	$	6,165,483	$	12,778,364.41		6,165,483
VA Holdings (Guernsey) LP	July 16, 2008	$	10,000,000	$	6,119,958	$	12,759,143.80		6,119,958
VA Holdings (Guernsey) LP	July 30, 2008	$	7,100,000	$	4,295,112	$	9,037,857.25		4,295,112
VA Holdings (Guernsey) LP	August 22, 2008	$	5,000,000	$	2,967,220	$	6,340,408.96		2,967,220
VA Holdings (Guernsey) LP	August 28, 2008	$	2,000,000	$	1,180,921	$	2,533,644.14		1,180,921
VA Holdings (Guernsey) LP	August 29, 2008	$	10,000,000	$	5,899,637	$	12,666,123.95		5,899,637
VA Holdings (Guernsey) LP	September 12, 2008	$	1,900,000	$	1,107,759	$	2,401,002.24		1,107,759
VA Holdings (Guernsey) LP	September 12, 2008	$	100,000	$	84,232	$	137,315.67		84,232
VA Holdings (Guernsey) LP	September 30, 2008	$	10,300,000	$	8,533,063	$	14,083,217.64		8,533,063
VA Holdings (Guernsey) LP	October 14, 2008	$	8,100,000	$	6,623,810	$	11,038,564.85		6,623,810
VA Holdings (Guernsey) LP	October 31, 2008	$	9,800,000	$	7,887,662	$	13,301,964.08		7,887,662
VA Holdings (Guernsey) LP	November 28, 2008	$	11,700,000	$	9,171,264	$	15,777,207.55		9,171,264

Total		$	140,000,000	$	94,706,078	$	182,439,078.34		94,706,078

EXHIBIT A

VIRGIN AMERICA INC.

5.00% NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: , 2013

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the date of issuance to Holder set forth above at the rate of 5.00% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Second Amended and Restated Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Second Amended and Restated Note Purchase Agreement, dated as of the date of issuance to Holder, among the Issuer and the other parties named therein (as may be further amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule A hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, or (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

A-1

This Note is one of the Notes bearing interest at the rate of 5.00% and due on the Maturity Date issued under the Note Purchase Agreement and the holder hereof is entitled equally and ratably with the holders of all other Notes outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

Notwithstanding any other provision herein, any amounts payable by Issuer in respect of this Note (including, without limitation, principal and interest) shall be paid net of any withholding taxes that may be required under applicable law. It is the intention of the parties to the Note Purchase Agreement that accruals of interest, or payments of accrued and unpaid interest under the terms of the Note Purchase Agreement not be subject to the withholding of any taxes unless required under applicable law. Before withholding any taxes from any such accruals or payments, the Issuer shall consult with tax counsel reasonably acceptable to the Holder and shall notify the Holder if after consulting such tax counsel, it reasonably determines that withholding is required. If any such accruals or payments to the Holder are subject to withholding tax, the Holder severally agrees to indemnify and hold harmless the Issuer for any taxes, additions to tax or interest thereon that may be imposed on the Issuer for any failure to withhold in respect of such accruals or payments other than any interest or additions to tax that are imposed as a result of the gross negligence of the Issuer.

This Note represents the continuing indebtedness of the Issuer with respect to the Existing Notes issued pursuant to the Original Agreement.

[signature page follows]

A-2

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:
Name:
Title:

[Signature to Seventh Closing ONPA Note]

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

EX-10.34 3 d761206dex1034.htm EX-10.34 EX-10.34

Exhibit 10.34

SECOND AMENDED AND RESTATED

ADDITIONAL NOTE PURCHASE AGREEMENT

BY AND AMONG

VIRGIN AMERICA INC.,

VIRGIN MANAGEMENT LIMITED,

VA HOLDINGS (GUERNSEY) LP

THE OTHER LENDERS NAMED HEREIN

AND

BANK OF UTAH, AS COLLATERAL AGENT

SECOND AMENDED AND RESTATED

ADDITIONAL NOTE PURCHASE AGREEMENT

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

WHEREAS, pursuant to the Note Purchase Agreement, dated April 15, 2008, as amended by Amendment No. 1 to the Note Purchase Agreement, dated July 6, 2008, as amended and restated as of November 3, 2008 and as further amended and restated as of the date hereof (the “Original Note Purchase Agreement”), among the Issuer, VML and VAHG,, the Issuer has issued to the lenders thereunder (i) an aggregate of $100,000,000 of 15% Base Funding Notes, and (ii) an aggregate of $40,000,000 of 20% Contingency Funding Notes (together, the “Original Notes”);

WHEREAS, in connection with the Original Note Purchase Agreement, the Issuer has executed a Security Agreement, dated April 15, 2008 (as may be amended, restated or supplemented from time to time, the “Original Security Agreement”), pursuant to which the Issuer has granted a security interest in certain assets for the benefit of the lenders under the Original Note Purchase Agreement;

WHEREAS, pursuant to the Additional Note Purchase Agreement, dated November 3, 2008, as amended and restated as of January 12, 2010 (the “Prior Agreement”), between the Issuer, VML, VAHG and the Cyrus Parties, the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $88,000,000 (the “Notes”), which were issued after the issuance of $140,000,000 of Original Notes pursuant to the Original Note Purchase Agreement;

WHEREAS, as consideration for VML’s entry into the Prior Agreement, the Issuer has executed an Additional Security Agreement, dated as of November 3, 2008 (as may be amended, restated or supplemented from time to time, the “Additional Security Agreement”, , pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the Lenders;

WHEREAS, in connection with the Purchase and Restructuring Agreement, dated January 12, 2010 (the “Purchase and Restructuring Agreement”), among the Issuer, VML, VAHG, the Cyrus Parties and certain other parties, the Issuer, VML and the Cyrus Parties entered into that certain Third Note Purchase Agreement, dated as of January 12, 2010, as amended and restated as of the date hereof (the “Third Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $68,400,000 (the “Third Notes”);

WHEREAS, in connection with the Third Note Purchase Agreement, the Issuer has executed a Third Security Agreement, dated as of January 12, 2010 (as amended, the “Third Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Third Note Purchase Agreement;

WHEREAS, each of the Issuer, VML and the Cyrus Parties are parties to that certain Fourth Note Purchase Agreement, dated as of the date hereof (the “Fourth Note Purchase Agreement”), pursuant to which the Issuer has agreed to issue and sell to the lenders thereunder and subject to the terms and conditions of the Fourth Note Purchase Agreement, the lenders thereunder have agreed to purchase, an aggregate principal amount of $150,000,000 in notes thereunder the “Fourth Notes”);

WHEREAS, in connection with the Fourth Note Purchase Agreement, the Issuer has executed a Fourth Security Agreement, dated as of the date hereof (as amended, the “Fourth Security Agreement”, and together with the Original Security Agreement, the Additional Security Agreement and the Third Security Agreement, the “Security Agreements”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Fourth Note Purchase Agreement; and

WHEREAS, in connection with the execution and delivery of the Fourth Note Purchase Agreement, the Issuer, VAHG, VML and the Cyrus Parties desire and agree to amend, restate and supersede the Prior Agreement as set forth herein.

1. Purchase and Sale of Notes. Prior to the date of this Agreement and pursuant to the Prior Agreement (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Notes in an aggregate principal amount of $73,000,000, (ii) the Issuer has issued and sold to the Cyrus Parties, and the Cyrus Parties have purchased from the Issuer, Notes in an aggregate principal amount of $15,000,000, and (iii) in accordance with Section 11, VML has assigned to VAHG Notes in an aggregate principal amount of $73,000,000. All Notes issued pursuant to the Prior Agreement shall constitute “Notes” for the purposes of this Agreement, and shall have all of the rights, entitlement and benefits of this Agreement.

2. Reserved.

3. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to VML, VAHG and the Cyrus Parties as of the date hereof as follows:

3.1 Organization, Good Standing and Qualifications; Subsidiaries.

(a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(c) The Issuer has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and to issue and sell the Notes.

(d) The Issuer has no Subsidiaries, or any debt or equity investment in any other Person.

3.2 Authorization; Binding Obligations. All corporate action on the part of the Issuer necessary for the execution and delivery of this Agreement, the Additional Security Agreement and the Notes, the performance of all obligations of the Issuer under this Agreement, the Additional Security Agreement and the Notes and the authorization, sale, issuance and delivery of the Notes has been taken. Upon its execution and delivery, assuming the due execution and delivery by the other parties hereto, each of this Agreement and the Additional Security Agreement will be a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.

3.3 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 3.4 have been obtained or made, the execution and delivery of this Agreement, the Additional Security Agreement and the Notes by the Issuer, the performance by the Issuer of its obligations under this Agreement, the Additional Security Agreement and the Notes, and the consummation by the Issuer of the transactions contemplated by this Agreement and the Additional Security Agreement, does not conflict with or result in a violation of the Organizational Documents; conflict with or result in a violation of any Governmental Authorization or law applicable to the Issuer or its assets or properties or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Issuer pursuant to, any Contract to which the Issuer is a party, or by which any of the assets or properties of the Issuer is bound or affected, except for such Liens that do not and would not materially interfere with the use of such assets or properties.

3.4 Consents. Except for any notification requirement, if any, required by the DOT, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Issuer in connection with the execution and delivery of this Agreement or the Notes by the Issuer, the performance by the Issuer of its obligations under the Agreement or the Notes, or the consummation by the Issuer of the transactions contemplated by this Agreement, including any filings as may be required under applicable federal and state securities or “blue sky” Laws.

3.5 Taxes. The Issuer has filed all United States federal tax returns and all other tax returns that are required to be filed and has paid all material taxes including interest and penalties due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no liens exist. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Issuer in respect of any taxes or other governmental charges are adequate.

4. Representations and Warranties of VML, VAHG and the Cyrus Parties. VML and VAHG represent and warrant to the Issuer and the Cyrus Parties, and the Cyrus Parties represent and warrant to the Issuer, VML and VAHG, each solely as to itself, severally and not jointly, as follows:

4.1 Requisite Power and Authority. Such Party has all necessary power and authority under all applicable Laws and its formation or other governing documents to execute and deliver this Agreement and to perform its obligations under this Agreement. All limited liability company action on such Party’s part required for the execution and delivery of this Agreement and the performance of all obligations of such Party under this Agreement have been taken. Upon its execution and delivery, assuming the due execution and delivery of the other Parties thereto, this Agreement will be a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.

cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of such Party pursuant to any Contract to which such Party is a party, or by which any of the assets or properties of such Party is bound or affected, except in each case as would not have a material adverse effect on the ability of such Party to perform its obligations under this Agreement.

(b) Acquisition for Own Account. Such Party is acquiring Notes for its own account for investment only, and not with a view towards their distribution. Such Party further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to any third Person with respect to any of the Notes.

(d) Accredited Investor. Such Party represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

had the opportunity to review the Issuer’s operations and facilities. Such Party has also had the opportunity to ask questions of and receive answers from, the Issuer and its management regarding the terms and conditions of this investment. Such Party understands that such discussions, as well as any written information provided by the Issuer, were intended to describe the aspects of the Issuer’s business and prospects which the Issuer believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Issuer makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any Person other than the Issuer. Some of such information includes projections as to the future performance of the Issuer, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond the Issuer’s control.

5. Description of Notes. The Notes shall bear interest from the applicable Issuance Date at the rate of 20% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 25% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Prior Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A hereto, reflecting such amended term to each holder of a Note upon presentment of such original Notes.

6. Reserved.

7. Payment Provisions.

7.1 Payments on the Notes. The Issuer shall make payments of principal of and interest on the Notes when due; provided that prior to the Maturity Date, interest shall accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of this Agreement. Interest shall be compounded annually on each anniversary of the applicable issuance date for such Note and shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note) (“PIK Interest”) and shall be payable on the Maturity Date.

8. Default. An event of default occurs upon the occurrence of any of the following events (each, an “Event of Default”):

8.1 The Issuer defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for 20 days.

8.3 (a) The Issuer fails to comply with any of its covenants or agreements in this Agreement (other than those referred to in Section 8.1 above, Section 8.2 above or Section 8.3(b) below) or the Additional Security Agreement and, in each case, such failure continues for 30 days (or, in the case of the failure of the security interest created under the Additional Security Agreement to be perfected (pursuant to the action or inaction of the Issuer), five (5) days) after written notice specifying the nature of the default given by a Collateral Agent acting at the direction of the Majority Lenders or Lender of any Note and requesting that such default be cured; or (b) the Issuer fails to comply with Section 12 of this Agreement and such failure continues for 30 days after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured; or (c) the Issuer fails to comply with any of its covenants or agreements in the Intercreditor Agreement and such failure continues for 10 days after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured.

(a) commences a voluntary case;

(b) consents to the entry of an order for relief against it in an involuntary case;

(d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;

8.5 A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that;

(a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary in an involuntary case;

(c) orders the winding up or liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary;

or any similar relief is granted under any foreign laws in any of the foregoing cases and the order, decree or relief remains unstayed and in effect for 60 consecutive days.

8.6 The withdrawal or suspension by the DOT of the DOT Certificate.

8.7 The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Original Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement, as applicable, demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Third Note Purchase Agreement or the Fourth Note Purchase Agreement, as applicable, become due and payable.

8.8 The occurrence of any Lessor Default Termination Election.

If an Event of Default occurs and is continuing, (a) the Lenders may pursue any available remedy to collect the payment of principal and interest on the Notes or to enforce the performance of any provision of the Notes or this Agreement, and (b) all payments or proceeds received by Collateral Agent in respect of any Obligations shall be applied in accordance with the application arrangements described in Section 5.3 of the Additional Security Agreement. The Issuer shall notify each Lender in writing within two days of the occurrence of an Event of Default.

9. Loss, Theft, Destruction or Mutilation. Upon receipt of evidence satisfactory to the Issuer of the loss, theft, destruction or mutilation of a Note and, in the case of such loss, theft or destruction, upon delivery to the Issuer of an indemnity undertaking reasonably satisfactory to the Issuer, or, in the case of any such mutilation, upon surrender of a Note to the Issuer, the Issuer will issue a new note, of like tenor and principal amount, in lieu of or in exchange for such lost, stolen, destroyed or mutilated Note. Upon the issuance of any substitute Note, the Issuer may require the payment to it of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses in connection therewith.

receipt. All communications shall be sent to the Parties at their respective addresses as set forth on the signature pages hereof or at such other address as a given party may designate by ten days’ advance written notice to the other Parties hereto.

11. Transfer Restrictions; Assignment.

11.1 No Lender shall Transfer any Notes unless (i) such Transfer is made in compliance with all applicable securities laws and (ii) such Transfer would not cause the Issuer to no longer comply with the Quantitative Foreign Ownership Limitations (as defined in the Stockholders Agreement) upon the consummation of such Transfer and the DOT has not notified the Issuer that such Transfer would cause the Issuer to no longer comply with the Quantitative Foreign Ownership Limitations (as defined in the Stockholders Agreement).

11.2 A Lender may not Transfer a Note, in whole or in part, to any Person, unless such Transfer (i) is to a Permitted Transferee, (ii) has been consented to by each of the Lenders (the “ROFO Parties”), or (iii) complies with the provisions of Section 11.3 below. Any Transfer not in compliance with such provisions shall be null and void.

11.3 Other than as expressly permitted pursuant to Section 11.2, at no time shall any Lender (for purposes of this Section 11, a “Selling Lender”) Transfer all or any portion of the Notes held by it (whether now or hereafter acquired) unless such Selling Lender complies with the following provisions:

(a) In the event that such Selling Lender proposes to Transfer any or all of its Notes (for purposes of this Section 11, the “Offered Notes”), such Selling Lender shall deliver a written notice of intention to Transfer (an “Offer Notice”) to each other ROFO Party (the ROFO Parties other than the Selling Lender, the “ROFO Rightholders”) setting forth the amount of Notes proposed to be sold.

(c) The Selling Lender shall have 10 days after the earlier of (i) the expiration of the ROFO Period or, (ii) if all ROFO Parties have delivered a ROFO Election or rejected the option to deliver such election prior to the expiration of the ROFO Period, the day on which the last ROFO Party delivered such ROFO Election or rejected the option to deliver such election, as the case may be, to accept a ROFO Rightholder’s Offer Price by delivery of notice thereof (an “Acceptance Notice”). If the Selling Lender delivers an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender and each ROFO Rightholder to whom the Selling Lender has delivered an Acceptance Notice shall negotiate in good faith to consummate the transaction within 15 days following the delivery of the Acceptance Notice. If the Selling Lender does not deliver an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender shall have the right to sell any or all of the Offered Notes not included in the Acceptance Notice to any third party purchaser; provided that the terms and conditions, including with respect to price, of the Transfer of the Offered Notes to such third party purchaser, taken as a whole, shall be as or more favorable to the Selling Lender than the terms and conditions set forth in the original Offer Notice, including the Offer Price; provided, further, that such sale shall be consummated within 90 days following the day on which the last ROFO Party delivered the ROFO Election or rejected the option to deliver such election. For the avoidance of doubt, in the event the Selling Lender desires to sell the Offered Notes, or any part thereof, to any third party purchaser at a price lower than the Offer Price, the Selling Lender shall deliver a further Offer Notice to each of the ROFO Rightholders.

(d) If each of the ROFO Rightholders (i) notifies the Selling Lender that they do not wish to submit a ROFO Election within the ROFO Period, (ii) does not submit a ROFO Election within the ROFO Period or (iii) with respect to a ROFO Rightholder that has received an Acceptance Notice, such ROFO Rightholder does not consummate the transaction through no fault of the Selling Lender within 15 days following the delivery of the Acceptance Notice, then the Selling Lender may sell the Offered Notes to any third party at any price.

(e) The closing of any sale of Offered Notes pursuant to this Section 11 shall take place no later than 15 days following the Acceptance Notice (or upon the expiration of such longer period if required by law), or such earlier date as may be agreed by the parties to the sale.

(f) If more than one ROFO Rightholder submits a ROFO Election under this Section 11, then each such ROFO Rightholder shall be entitled to purchase up to an amount of Offered Notes equal to the aggregate amount of such Offered Notes multiplied by a fraction (expressed as a percentage rounded to two decimal places), the numerator of which is the aggregate principal amount of Notes held by such ROFO Rightholder and the denominator of which is the aggregate principal amount of Notes held by all ROFO Rightholders that have submitted a ROFO Election under this Section 11 (such amount for purposes of this Section 11, the “Participation Amount”); provided that no ROFO Rightholder that has submitted a ROFO Election under this Section 11 may purchase less than its Participation Amount unless all participating ROFO Rightholders collectively purchase all (but not less than all) of the Offered Notes.

11.4 Subject to the foregoing, any transferee that receives any interest in a Note pursuant to this Section 11 shall agree in writing with the parties hereto to be bound by,

and to comply with, all applicable provisions of the Note and this Agreement in respect of the Note and such transferee shall thereafter be deemed to be a “Lender” for all purposes herein; provided, however, that, notwithstanding anything to the contrary contained in this Agreement, the obligations of a Lender in respect of Funding Request Notices shall not be Transferred in whole or in part by any Lender except with the prior written consent of each of the other Lenders hereunder. For the avoidance of doubt, the agreement by the Cyrus Parties as set forth in this Agreement with respect to the undertaking of certain obligations with respect to Funding Request Notices, which obligations were originally those of VML under the Prior Agreement, shall not be deemed a Transfer that requires any further consent. If any interest in a Note is Transferred in compliance with this Section 11, such Note shall be cancelled and the Issuer shall execute and deliver a new note (in substantially the form of such Transferred Note) to each Person to whom an interest in such Note has been Transferred (and to the Transferring holder if such holder retains an interest in such holder’s Note) in an aggregate principal amount equal to such Person’s interest in such Note. This Agreement and any rights or obligations hereunder shall not be assigned or delegated to any Person except in accordance with this Section 11, and any such assignment or delegation not in compliance with the foregoing shall be null and void.

12. No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes (or notes outstanding under the Third Note Purchase Agreement, the Fourth Note Purchase Agreement or the Original Note Purchase Agreement, as applicable) in accordance with the redemption mechanism set forth in Section 7.3 above, or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness incurred after the date hereof and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

13. Security Interest.

13.1 Security Agreement. Pursuant to the terms of the Additional Security Agreement, the Issuer has granted a security interest to the Collateral Agent, for the benefit of the Lenders in certain of the Issuer’s assets (the “Collateral”) on the terms set forth in the Additional Security Agreement. The security interest will terminate upon repayment in full in cash of the Obligations. The Issuer represents and warrants to VML, VAHG and the Cyrus Parties that the Collateral Agent (subject to applicable Uniform Commercial Code or federal law filing requirements) has a first-priority security interest in the Collateral, subject to the limitations set forth in the Additional Security Agreement, and except for the security interest granted to the Collateral Agent pursuant to the Security Agreements and the other Liens permitted to exist on the Collateral under the Security Agreements, the Issuer owns each item of the Collateral free and clear of any and all Liens or claims of others. The Issuer acknowledges that Lenders are specifically relying on the representation and warranty in this Section 13 and the representations and warranties in the Additional Security Agreement in making the purchases of Notes required under this Agreement.

reasonably incidental thereto. The Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Additional Security Agreement, or for exercising any rights and remedies thereunder in accordance with the terms thereof, shall be entitled to the benefits of Section 17.5, as set forth in full herein with respect thereto.

14. Reserved.

15. Notices. The Issuer shall promptly provide the Lenders with written notice of any comments on or with respect to this Agreement, the Additional Security Agreement or any Note, received from the DOT.

16. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Bylaws” means the Third Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Carola” means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands.

“Charter” means the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Collateral” has the meaning set forth in the Additional Security Agreement.

“Control” (including the terms “controlled by” and “under common control with” means Control as defined in Rule 12b-2 under the Exchange Act.

“DOT Certificate” means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. §41102.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Group” means as defined in Section 13(d)(3) of the Exchange Act.

“Indebtedness” means with respect to any Person, (i) indebtedness for borrowed money, including without limitation, the outstanding principal balance of all loans and advances made to such Person by any Affiliate of such Person, (ii) reimbursement obligations, contingent or otherwise, with respect to letters of credit or bankers acceptances issued for the account of such Person, (iii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iv) obligations which have been incurred in connection with the acquisition of property or services (including, without limitation, obligations to pay the deferred purchase price of property or services), excluding trade payables and accrued expenses incurred in the ordinary course of business, (v) obligations as lessee under the Leases and any leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all indebtedness, obligations or other liabilities in respect of any Interest Rate Agreement (marked to market by reasonably estimating the present termination cost to such Person of each such Interest Rate Agreement and including the net liability of such Person with respect thereto, but excluding any net receivable with respect thereto) and (vii) all indebtedness of another Person described in (i) through (vi) above which is secured by a Lien on any property of the subject Person; provided, however, that the amount outstanding at any time of any indebtedness issued with original issue discount is the principal amount of such indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and that “Indebtedness” shall not include any liability for federal, state, local or other taxes. Notwithstanding the foregoing, guarantees of (or obligations with respect to letter of credit supporting) Indebtedness otherwise included in the determination of such amount shall not be included.

“Institutional U.S. Investor” means Cyrus Aviation Partners II, L.P., a Delaware limited partnership.

“Issuance Date” means, for each Note, the day on which such Note was issued and purchased in accordance with the terms of the Prior Agreement.

“Junior Subordinated Indebtedness” means any Indebtedness of the Issuer (whether outstanding on any Note’s Issuance Date or thereafter Incurred) which is expressly subordinate or junior in right of payment to the Notes pursuant to a written agreement; provided that Junior Subordinated Indebtedness shall include (i) the 4.68% Subordinated Note Due 2020, dated July 31, 2007, issued by the Issuer to Carola; (ii) the 4.68% Subordinated Note Due 2020, dated May 31, 2007, issued by the Issuer to Carola; (iii) the Original Notes; and (iv) any Indebtedness incurred in violation of the Notes or this Agreement.

“Lenders” means VML, VAHG, the Cyrus Parties and any other Person to whom Notes have been Transferred.

“MBO Investors” means David Cush, Donald Carty, Ana Carty, Samuel Skinner, Robert Nickell, Scott Freidheim and Cyrus Freidheim, collectively.

“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Issuer (including, without limitation, interest accruing at the then applicable rate provided in the applicable Note after the maturity of the Notes and interest accruing at the then applicable rate provided in the applicable Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Notes, this Agreement, the Additional Security Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lenders and the Collateral Agent that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements).

“Organizational Documents” means the Charter or the Bylaws.

personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted, or any Group comprised of two or more of the foregoing.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

damages, whether outstanding on any Issuance Date or thereafter Incurred, to the extent that in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is senior in right of payment to junior or subordinated Indebtedness of the Issuer, including the Notes; provided, further, that Senior Indebtedness shall not include (1) any obligation of the Issuer to any Subsidiary, (2) any liability for federal, state, local or other taxes owed or owing by the Issuer, (3) any obligations with respect to any Capital Stock of the Issuer, (4) any Indebtedness Incurred in violation of the Notes or this Agreement, or (5) any accounts payable or other liabilities incurred in the ordinary course of business to trade creditors (including guarantees thereof or instruments evidencing such liabilities).

“Significant Subsidiary” means a Subsidiary that would be a “Significant Subsidiary” of a company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“VAI” means VAI Partners LLC, a Delaware limited liability company.

17. Miscellaneous Provisions.

17.1 No Oral Modifications. None of this Agreement, the Additional Security Agreement, the Covenant Agreement, or any term of the Notes may be changed, waived, discharged or terminated orally, but may only be amended, waived or modified by an instrument in writing signed by the Issuer and each of the Lenders.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

17.3 Governing Law Jurisdiction Jury Trial Waiver. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement and the Notes hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this Agreement and the Notes: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the Notes, as applicable, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction), (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that (a) service of process in any such action will be in accordance with the laws of the State of New York (and (x) with respect to VML and VAHG, that service of process upon Virgin Management USA, Inc., in accordance with the laws of the State of New York shall be effective service of process upon VML or VAHG, and (y) with respect to any Cyrus Party, that service of process upon Cyrus Capital Partners, L.P., in accordance with the laws of the State of New York shall be effective service of process upon such Cyrus Party) and (b) delivery of service of process pursuant to Section 10 shall be effective service of process; (iv) waives in connection with any such action any and all rights to a jury trial; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

17.4 Recourse. Recourse under this Agreement and the Notes shall be to the assets of the Issuer only and in no event to the officers, directors or stockholders of the Issuer.

17.5 Costs and Indemnification. As a condition to the Lenders’s obligations hereunder and as a requisite for the Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, Lenders and each of their Affiliates, partners, directors, officers, members, agents, and advisors (each an “Indemnitee” and collectively, the “Indemnitees”) against all liabilities, costs, expenses and damages (including reasonable attorneys’ fees and disbursements, appraiser’s fees and court costs, including all costs and reasonable attorneys’ fees incurred in any appeal, bankruptcy proceeding, or other proceeding, disbursements, settlement costs and other charges), to any such Indemnitee in connection with or as a result of (a) the negotiation, preparation, execution or delivery of this Agreement or the Additional Security Agreement or the performance by the Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of

Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Additional Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained herein or in the Additional Security Agreement, (d) the enforcement or protection of its rights under this Section or the Additional Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Notes, or any foreclosure on or other disposition or use of Collateral, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not include declines in value of the Notes.

representation by legal counsel, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

17.10 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, if the Intercreditor Agreement shall remain outstanding, the rights granted to the Lenders hereunder, the lien and security interest granted to the Collateral Agent pursuant to the Additional Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of the Intercreditor Agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Parties has caused this Second Amended and Restated Additional Note Purchase Agreement to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ## #######
Attention: General Counsel

VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director

Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Second Amended and Restated Additional Note Purchase Agreement


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CRS FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

Signature Page to

Second Amended and Restated Additional Note Purchase Agreement


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

Signature Page to

Second Amended and Restated Additional Note Purchase Agreement


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Second Amended and Restated Additional Note Purchase Agreement

Schedule I

Cyrus Parties

Cyrus Party

Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands

CRS Fund, Ltd., a limited company based in the Cayman Islands

Crescent 1, L.P., a Delaware limited partnership

Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands

Schedule II

Leases

[Provided separately.]

EXHIBIT A

VIRGIN AMERICA INC.

20% NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: DECEMBER 9, 2011

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the Original Issue Date at the rate of 20% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Second Amended and Restated Additional Note Purchase Agreement, dated as of December 9, 2011, among the Issuer and the other parties named therein (as may be amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule I hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

This Note is one of the Notes bearing interest at the rate of 20% and due on the Maturity Date issued under the Note Purchase Agreement and the holder hereof is entitled equally and ratably with the holders of all other Notes outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

[remainder of page left intentionally blank]

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

SCHEDULE I TO EXHIBIT A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED

ADDITIONAL NOTE PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of May 10, 2013, amends the Second Amended and Restated Additional Note Purchase Agreement (the “Agreement”), dated as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), certain investment funds listed on Schedule I to the Agreement, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each a “Cyrus Party,” collectively, the “Cyrus Parties” and together with VML and VAHG, the “Lenders”), Bank of Utah, a Utah corporation (the “Collateral Agent”) and Virgin America Inc., a Delaware corporation (the “Issuer” and together with the Collateral Agent and the Lenders, the “Parties”). Capitalized terms used herein and not defined shall have the meanings given to such terms in the Agreement.

WHEREAS, pursuant to the Agreement (the “Original Agreement”), the Issuer has issued to the lenders thereunder Notes in an aggregate principal amount of $88,000,000;

WHEREAS, each holder of Notes has agreed to release a portion of the PIK Interest that has accrued on the Notes on the terms set forth herein, and in consideration for such release, the Issuer shall issue to each holder of Notes, and each holder of Notes shall accept from the Issuer, warrants to purchase Class C common stock of the Company on the terms set forth herein;

WHEREAS, the Issuer and each holder of Notes have agreed to reduce the interest rates applicable to the Notes from 15% to 5% with respect to all Notes, with effect from January 1, 2013, on the terms set forth herein;

WHEREAS, each of the Issuer, VML and certain investment funds for which Cyrus Capital Partners, L.P. acts as an investment manager (the “Cyrus Parties”) desire to enter into the Fifth Note Purchase Agreement dated as of the date hereof (as defined below) pursuant to which the Company has authorized the issuance and sale to VML and the Cyrus Parties an aggregate principal amount of $75,000,000 in notes thereunder as of the date hereof;

WHEREAS, in connection with the execution and delivery of the Fifth Note Purchase Agreement, the parties hereto desire to amend the Agreement in the manner set forth herein.

1. Section Number Corrections. Each of the following section or subsection heading numbers (but not the embedded section cross-references that may be referenced within each section or subsection) are hereby replaced with the corresponding corrected section or subsection heading number:


Old Section or Subsection Number		New Section or Subsection Number
Unnumbered section immediately preceding the textual heading “Representations and Warranties of the Issuer.”		3
2.1		3.1
2.2		3.2
2.3		3.3
2.4		3.4
2.5		3.5
3		4
3.1		4.1
3.2		4.2
3.3		4.3
3.4		4.4
4		5
5		6
6		7
6.1		7.1
6.2		7.2
6.3		7.3
6.4		7.4
6.5		7.5
7		8
7.1		8.1
7.2		8.2
7.3		8.3
Unnumbered section immediately following section 7.3 (now corrected as Section 8.3) that starts with text: “The Issuer or any of its Significant Subsidiaries...”		8.4
7.4		8.5
7.5		8.6
7.6		8.7
7.7		8.8
7.8		8.9
8		9
9		10
10		11
10.1		11.1
10.2		11.2
10.3		11.3
11		12
12		13
13		14
14		15
15		16
Unnumbered section immediately preceding the textual heading “Miscellaneous Provisions.”		17
16.1		17.1
16.2		17.2
16.3		17.3
16.4		17.4
16.5		17.5
16.6		17.6
16.7		17.7
16.8		17.8
16.9		17.9
16.10		17.10

The section and subsection heading numbers referenced hereinafter in this Amendment shall be the corrected section and subsection heading numbers.

2. Certain Definitions. Section 16 of the Agreement is hereby modified to add or amend and restate, as applicable, in the appropriate alphabetical order the following definitions:

“Bylaws” means the Fourth Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Charter” means the Eighth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Class C Common Stock” means the non-voting Class C common stock, par value $0.01 per share, of the Company.

“Covenant Agreement” means that certain amended and restated letter agreement, dated as of May 10, 2013, by and among the Issuer, VML, VAHG and the Cyrus Parties, as may be further amended, restated or supplemented, from time to time.

“Seventh Closing Warrant Agreement” means either (i) the Seventh Closing Cyrus Warrant Agreement, dated as of May 10, 2013, by and between the Issuer and the applicable Cyrus Parties or (ii) the Seventh Closing Virgin Warrant Agreement, dated as of May 10, 2013, by and between the Issuer and VML or VAHG, as applicable.

“Warrants” shall have the respective meaning ascribed to such term in the Seventh Closing Warrant Agreement.

3. The seventh recital of the Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, pursuant to the Fourth Note Purchase Agreement, dated December 9, 2011, (as amended to date and as may be further amended, restated or supplemented from time to time, the “Fourth Note Purchase Agreement”), the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $150,000,000 (the “Fourth Notes”);

4. The eighth recital of the Agreement is hereby amended and restated in its entirety as follows:

5. The ninth recital of the Agreement is hereby amended and restated in its entirety as follows:

6. A new tenth recital of the Agreement is hereby added as follows:

7. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

Exchange and Cancellation of Existing Notes for New Notes and Warrants. Pursuant to the Prior Agreement, (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Notes in an aggregate principal amount of $73,000,000, (ii) the Issuer has issued and sold to the Cyrus Parties, and the Cyrus Parties have purchased from the Issuer, Notes in an aggregate principal amount of $15,000,000, and (iii) VML has assigned to VAHG Notes in an aggregate principal amount of $73,000,000. For purposes of this Agreement, the Notes issued prior to May 10, 2013 under the Original Agreement shall constitute “Existing Notes.” Concurrent with the issuance of the Fifth Notes, the Lenders shall surrender their Existing Notes to the Company for cancellation and all accrued and unpaid interest thereon shall be deemed fully paid in exchange for (1) one or more new Notes in the form attached hereto as Exhibit A (which shall (a) constitute “Notes” for purposes of this Agreement and shall, (b) have all of the rights, entitlements and benefits of this Agreement, and (c) represent the continuing Obligations of the Issuer under this Agreement, as amended by this Amendment) to be issued in the principal amounts and to the corresponding Parties listed on Schedule A attached hereto; which Notes shall reflect the original principal amount of the Notes under the Original Agreement, as adjusted by (x) the “PIK Release” (as defined below) and (y) the reduced interest rate applicable to such Note in accordance with Section 5 of this Agreement, as amended by the Amendment, and (2) one or more Warrants to be issued pursuant to the Seventh Closing Warrant Agreement for the aggregate number of shares of Class C Common Stock as specified on Schedule A attached hereto.

For the avoidance of doubt, the principal amount of the new Notes issued as of the date of this Amendment shall reflect (i) the principal amount of the applicable Existing Note as of the original issuance date (as set forth on Schedule A hereto), (ii) accrued interest on such Note from the original issuance date through and including December 31, 2012 in accordance with the terms of the Original Agreement (i.e., 15% interest rate), (iii) accrued interest from January 1, 2013 up to, but excluding the date of this Amendment, in accordance with Section 5 of this Agreement, as amended by this Amendment (i.e., 5.00% interest rate), and (iv) a reduction in an amount equal to the PIK Interest to be released with respect to such Note as set forth on Schedule A hereto (the “PIK Release”).

8. Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

Description of Notes. The Notes shall bear interest from May 10, 2013 at the rate of 5% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 10% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable original Issuance Date of the Existing Note relating to such Note (as set forth on Schedule A) and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

9. Section 8.7 of the Agreement is hereby amended and restated in its entirety as follows:

The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement

and/or the Fifth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9 of the Original Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement, as applicable, become due and payable.

10. Section 12 of the Agreement is hereby amended and restated in its entirety as follows:

No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes in accordance with the redemption mechanism set forth in Section 7.3 above (or notes outstanding under the Original Note Purchase Agreement, the Third Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement pursuant to their respective redemption mechanisms set forth therein), or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness after May 10, 2013 and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

11. Schedule A of this Amendment is hereby added as Schedule A to the Agreement.

12. Exhibit A of the Agreement is hereby amended and restated in its entirety as Exhibit A-1 attached to this Amendment.

13. Except as expressly amended, modified, waived or noted herein, the Agreement is, and shall continue to be, in full force and effect in accordance with its terms, and this Amendment shall not constitute any Party’s willingness to consent to any other amendment, modification or waiver of the Agreement. The Parties hereby ratify and reaffirm each and every term, covenant and condition (as expressly modified by this Amendment, to the extent applicable) set forth in the Agreement. No reference to this Amendment needs to be made in any agreement, instrument or document at any time referring to the Agreement in order to give effect to this Amendment. From and after the date of this Amendment, all references to the Agreement (in any agreements, documents or instruments) shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

14. This Amendment may be executed in any number of counterparts, each of which shall be an original or facsimile, but all of which shall constitute one instrument.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties have caused this Amendment to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ## #######
Attention: General Counsel

VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director

Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

[Signature Page to Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement]


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

BANK OF UTAH

By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President

Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile: (###) ###-####
Attention: Counsel

[Signature Page to Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement]


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CRS FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement]


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement]

SCHEDULE A

Exchange of Existing Notes for New Notes and Warrants


Holder	Existing Note Original Issue Date	Existing Note Original Principal Amount		Amount of PIK Release		Principal Amount of New Note		Class C Common Stock Warrant (Shares)
VA Holdings (Guernsey) LP	November 28, 2008	$	25,600,000	$	20,067,040	$	34,521,069.52		20,067,040
VA Holdings (Guernsey) LP	July 30, 2009	$	3,000,000	$	1,838,478	$	3,828,794.82		1,838,478
VA Holdings (Guernsey) LP	October 29, 2009	$	1,400,000	$	775,862	$	1,752,110.40		775,862
VA Holdings (Guernsey) LP	November 27, 2009	$	5,000,000	$	2,680,265	$	6,219,256.08		2,680,265
VA Holdings (Guernsey) LP	December 30, 2009	$	14,500,000	$	7,478,152	$	17,911,455.93		7,478,152
Cyrus Select Opportunities Master Fund, Ltd.	January 12, 2010	$	1,500,000	$	761,733	$	1,847,898.13		761,733
CRS Fund, Ltd.	January 12, 2010	$	3,150,000	$	1,599,639	$	3,880,586.08		1,599,639
Crescent 1, L.P.	January 12, 2010	$	3,600,000	$	1,828,159	$	4,434,955.52		1,828,159
Cyrus Opportunities Master Fund II, Ltd.	January 12, 2010	$	6,750,000	$	3,427,798	$	8,315,541.60		3,427,798
VA Holdings (Guernsey) LP	January 28, 2010	$	6,000,000	$	2,988,922	$	7,367,100.52		2,988,922
VA Holdings (Guernsey) LP	February 25, 2010	$	5,000,000	$	2,407,094	$	6,103,923.08		2,407,094
VA Holdings (Guernsey) LP	March 30, 2010	$	7,000,000	$	3,233,956	$	8,488,083.33		3,233,956
VA Holdings (Guernsey) LP	October 28, 2010	$	5,500,000	$	1,895,057	$	6,396,505.32		1,895,057

Total		$	88,000,000	$	50,982,155	$	111,067,280.33		50,982,155

EXHIBIT A

VIRGIN AMERICA INC.

5.00% NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: , 2013

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the date of issuance to Holder set forth above at the rate of 5.00% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 6.1 of the Second Amended and Restated Additional Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement, dated as of the date of issuance to Holder, among the Issuer and the other parties named therein (as may be further amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule A hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c),

A-1

the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

This Note represents the continuing indebtedness of the Issuer with respect to the Existing Notes issued pursuant to the Original Agreement.

[signature page follows]

A-2

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:
Name:
Title:

[Signature Page to Seventh Closing ANPA Note]

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

[Signature Page to Seventh Closing ANPA Note]

EX-10.35 4 d761206dex1035.htm EX-10.35 EX-10.35

Exhibit 10.35

AMENDED AND RESTATED

THIRD NOTE PURCHASE AGREEMENT

BY AND AMONG

VIRGIN AMERICA INC.,

VIRGIN MANAGEMENT LIMITED,

VA HOLDINGS (GUERNSEY) LP

THE OTHER LENDERS NAMED HEREIN

AND

BANK OF UTAH, AS COLLATERAL AGENT

AMENDED AND RESTATED THIRD NOTE PURCHASE AGREEMENT

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

WHEREAS, pursuant to the Note Purchase Agreement, dated April 15, 2008, as amended by Amendment No. 1 to the Note Purchase Agreement, dated July 6, 2008, as amended and restated as of November 3, 2008 and as further amended and restated as of the date hereof (the “Original Note Purchase Agreement”), among the Issuer, VML and VAHG, the Issuer has issued to the lenders thereunder (i) an aggregate of $100,000,000 of 15% Base Funding Notes, and (ii) an aggregate of $40,000,000 of 20% Contingency Funding Notes (together, the “Original Notes”);

WHEREAS, in connection with the Original Note Purchase Agreement, the Issuer has executed a Security Agreement, dated April 15, 2008 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Original Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets to VML, as collateral agent, for the benefit of the lenders under the Original Note Purchase Agreement;

WHEREAS, pursuant to the Additional Note Purchase Agreement, dated November 3, 2008, as amended and restated as of January 12, 2010 and as further amended and restated as of the date hereof (the “Additional Note Purchase Agreement”), between the Issuer, VML, VAHG and the Cyrus Parties, the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $88,000,000 (the “Additional Notes”), which were issued after the issuance of $140,000,000 of Original Notes pursuant to the Original Note Purchase Agreement;

WHEREAS, in connection with the Additional Note Purchase Agreement, the Issuer has executed an Additional Security Agreement, dated as of November 3, 2008 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Additional Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets to VML, as collateral agent, for the benefit of the lenders under the Additional Note Purchase Agreement;

WHEREAS, pursuant to the Third Note Purchase Agreement, dated as of January 12, 2010, by and among the Issuer, VML and the Cyrus Parties (as amended to date, the “Original Agreement”), the Issuer has agreed to issue to the lenders thereunder and, subject to the terms and conditions set forth therein, (i) VML has agreed to purchase an aggregate principal amount of up to $63,400,000 of notes, and (ii) the Cyrus Parties have agreed to purchase an aggregate principal amount of up to $5,000,000 of notes, in the form of Exhibit A hereto (collectively, the “Notes”);

WHEREAS, as consideration for VML’s and the Cyrus Parties’ entry into the Original Agreement, the Issuer has executed a Third Security Agreement, dated as of January 12, 2010 (as may be further amended, restated or supplemented from time to time, the “Third Security Agreement”), pursuant to which the Issuer has granted a security interest in certain assets to VML, as collateral agent for the benefit of the Lenders;

WHEREAS, each of the Issuer, VML, the Cyrus Parties and certain other parties are parties to that certain Fourth Note Purchase Agreement, dated as of the date hereof (the “Fourth Note Purchase Agreement”), pursuant to which the Issuer has agreed to issue and sell to the lenders thereunder and subject to the terms and conditions of the Fourth Note Purchase Agreement, the lenders thereunder have agreed to purchase, an aggregate principal amount of $150,000,000 in notes thereunder (the “Fourth Notes”);

1. Purchase and Sale of Notes. Prior to the date of this Agreement and pursuant to the Original Agreement (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Notes in an aggregate principal amount of $63,400,000, (ii) the Issuer has issued and sold to the Cyrus Parties, and the Cyrus Parties have purchased from the Issuer, Notes in an aggregate principal amount of $5,000,000, and (iii) in accordance with Section 11, VML has assigned to VAHG Notes in an aggregate principal amount of $9,500,000. All Notes issued pursuant to the Original Agreement shall constitute “Notes” for the purposes of this Agreement, and shall have all of the rights, entitlement and benefits of this Agreement.

2. Fees.

2.1 Arrangement Fee. Pursuant to the Original Agreement, the Issuer agreed to pay to the Lenders a one-time arrangement fee equal to 3.00% of its respective commitments set forth on Schedule I hereto (the “Commitments”) (as to each Lender, its “Arrangement Fee”), together with interest thereon on a daily basis at the rate of 20% per annum from January 12, 2010 through the date of payment, with such interest compounded annually on each anniversary

of January 12, 2010. On the date of this Agreement, the Issuer shall pay to each Lender, by wire transfer of immediately available funds, its respective Arrangement Fee and all accrued interest thereon, in each case, in accordance with the terms of the Original Agreement.

2.2 Commitment Fee. Pursuant to the Original Agreement, the Lenders were entitled to receive, and the Company was obligated to pay to the Lenders, a commitment fee in an amount equal to 3.00% per annum of its undrawn total Commitments thereunder, accruing on a daily basis from January 12, 2010 until such Lender’s Commitment Termination Date (as to each Lender, its “Commitment Fee”), together with interest thereon. On the date of this Agreement, the Issuer shall pay to each Lender, by wire transfer of immediately available funds, its respective Commitment Fees owing through the date of this Agreement, together with interest thereon, in each case, calculated in accordance with the terms of the Original Agreement. To the extent that any Lender is entitled to any Commitment Fee plus accrued interest thereon for any period between the date hereof through the date of such Lenders’s Commitment Termination Date in accordance with the terms of the Original Agreement, the Issuer shall pay such Commitment Fees to such Lenders within three Business Days of the applicable Commitment Termination Date.

2.3 Letter of Credit Fee. Pursuant to the Original Agreement, VML was entitled to receive, and the Issuer was obligated to pay to VML, a letter of credit recourse fee in an amount equal to 3.0% per annum of the daily maximum amount available to be drawn under the letter of credit issued on behalf of the Issuer under the Original Agreement (the “Letter of Credit Fee”), plus interest from the date on which such letter of credit expired through the date on which such letter of credit recourse fee was paid accruing at 20% per annum (accruing daily) through the date of payment. On the date of this Agreement, the Issuer shall pay to VML, by wire transfer of immediately available funds, the Letter of Credit Fee, together with interest thereon, in each case, calculated in accordance with the terms of the Original Agreement.

3. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to VML and the Cyrus Parties as of the date hereof as follows:

3.1 Organization, Good Standing and Qualifications; Subsidiaries.

(a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

(c) The Issuer has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and to issue and sell the Notes.

(d) The Issuer has no Subsidiaries, or any debt or equity investment in any other Person.

3.2 Authorization; Binding Obligations. All corporate action on the part of the Issuer necessary for the execution and delivery of this Agreement, the Third Security Agreement and the Notes, the performance of all obligations of the Issuer under this Agreement, the Third Security Agreement and the Notes and the authorization, sale, issuance and delivery of the Notes has been taken. Upon its execution and delivery, assuming the due execution and delivery by the other parties hereto, each of this Agreement and the Third Security Agreement will be a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.

3.3 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 3.4 have been obtained or made, the execution and delivery of this Agreement, the Third Security Agreement and the Notes by the Issuer, the performance by the Issuer of its obligations under this Agreement, the Third Security Agreement and the Notes, and the consummation by the Issuer of the transactions contemplated by this Agreement and the Third Security Agreement, does not conflict with or result in a violation of the Organizational Documents; conflict with or result in a violation of any Governmental Authorization or law applicable to the Issuer or its assets or properties or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Issuer pursuant to, any Contract to which the Issuer is a party, or by which any of the assets or properties of the Issuer is bound or affected, except for such Liens that do not and would not materially interfere with the use of such assets or properties.

3.4 Consents. Except for any notification requirement, if any, required by the DOT, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Issuer in connection with the execution and delivery of this Agreement or the Notes by the Issuer, the performance by the Issuer of its obligations under the Agreement or the Notes, or the consummation by the Issuer of the transactions contemplated by this Agreement, including any filings as may be required under applicable federal and state securities or “blue sky” Laws.

4. Representations and Warranties of VML and the Cyrus Parties. VML represents and warrants to the Issuer and the Cyrus Parties, and the Cyrus Parties represent and warrant to the Issuer and VML, each solely as to itself, severally and not jointly, as follows:

4.1 Requisite Power and Authority. Such Party has all necessary power and authority under all applicable Laws and its formation or other governing documents to execute and deliver this Agreement and to perform its obligations under this Agreement. All limited liability company or limited partnership actions, as applicable, on such Party’s part required for the execution and delivery of this Agreement and the performance of all obligations of such Party under this Agreement, have been taken. Upon its execution and delivery, assuming the due execution and delivery by the other Parties thereto, this Agreement will be a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.

4.4 Investment Representations. Such Party understands that the Notes have not been registered under the Securities Act. Such Party also understands that the Notes, if and when offered and sold, are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the applicable Party’s representations contained in this Agreement. Such Party, for itself and no other Person, hereby represents and warrants as follows:

(a) Economic Risk. Such Party has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Issuer so that it is capable of evaluating the merits and risks of its investment in the Issuer and has the capacity to protect its own interests. Such Party must bear the economic risk of this

investment indefinitely unless the Notes are registered pursuant to the Securities Act, or an exemption from registration is available and transfer is otherwise permitted pursuant to the Stockholders Agreement. Such Party understands that the Issuer has no present intention of registering the Notes.

(b) Acquisition for Own Account. Such Party is acquiring Notes for its own account for investment only, and not with a view towards their distribution. Such Party further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to any third Person with respect to any of the Notes.

(c) Investor Can Protect Its Interest. Such Party represents that by reason of its, or of its management’s, business or financial experience, such Party has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.

(d) Accredited Investor. Such Party represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

(e) Company Information. Such Party has received and read information about the Issuer and has had an opportunity to discuss the Issuer’s business, management and financial affairs with directors, officers and management of the Issuer and has had the opportunity to review the Issuer’s operations and facilities. Such Party has also had the opportunity to ask questions of and receive answers from, the Issuer and its management regarding the terms and conditions of this investment. Such Party understands that such discussions, as well as any written information provided by the Issuer, were intended to describe the aspects of the Issuer’s business and prospects which the Issuer believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Issuer makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any Person other than the Issuer. Some of such information includes projections as to the future performance of the Issuer, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond the Issuer’s control.

Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

Each of the Parties agrees, on behalf of itself and its successors and assigns, that notwithstanding anything to the contrary contained in any Note issued pursuant to the Original Agreement, (i) each such Note shall be deemed amended to provide that clause (a) of the definition of “Maturity Date” shall be June 9, 2016, (ii) each such Note shall be deemed amended to provide that the subordination legend be deleted, and (iii) the Issuer shall promptly issue replacement notes, substantially in the form set forth on Exhibit A hereto, reflecting such amended term to each holder of a Note upon presentment of such original Notes.

6. Reserved.

7. Payment Provisions.

7.1 Payments on the Notes. The Issuer shall make payments of principal of and interest on the Notes when due; provided that prior to the Maturity Date, interest shall accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of this Agreement. Interest shall be compounded annually on each anniversary of the applicable issuance date for such Note and shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note) (“PIK Interest”) and shall be payable on the Maturity Date.

7.2 Optional Redemption by the Issuer. The Notes may be redeemed at the option of the Issuer, at any time or from time to time, in whole or in part, at the Redemption Price (an “Optional Issuer Redemption”).

7.3 Mandatory Redemption by the Issuer. Promptly, and in any event no later than the second (2^nd) Business Day following the issuance or incurrence by the Issuer of any Indebtedness that would require the Issuer to redeem the Notes pursuant to Section 12, the Issuer shall redeem the Notes from the proceeds of such Indebtedness as follows: (i) the Issuer must redeem the principal and interest of the Notes pro rata among all Lenders in accordance with each Lender’s pro rata share of the aggregate outstanding principal or interest amount, as applicable, of the Notes; and (ii) the Issuer may not redeem any principal on any Notes unless it first redeems all of the PIK Interest on all Notes.

7.4 Transaction Redemption. Upon the occurrence of a Change of Control or a Qualified Sale, the Issuer shall provide to each holder of Notes a notice of offer to redeem up to 100% of the then-outstanding principal amount of the Notes held by such holder (a “Transaction Redemption”), at the Redemption Price. Each Lender shall have twenty (20) Business Days following receipt of such notice to notify the Issuer of such Lender’s acceptance of the offer to tender all or any portion of its Notes.

7.5 Mechanics of Redemption. In the case of an Optional Issuer Redemption or a Transaction Redemption, the Issuer shall notify the other Parties not less than 15 days nor more than 90 days prior to the date of redemption. All notices of redemption shall state (a) the date set for redemption, (b) the aggregate principal amount of the Notes and accrued interest to be redeemed or other amounts to be received, (c) the Redemption Price with respect to the Notes to be redeemed, (d) if the Notes are to be redeemed in part only, that upon surrender of the Notes, the Lenders will receive, without charge, new Notes (or the Notes surrendered with the proper notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to collect the Redemption Price, and (h) the section of the Notes pursuant to which the Notes are to be redeemed

8. Default. An event of default occurs upon the occurrence of any of the following events (each, an “Event of Default”):

8.1 The Issuer defaults in any payment of interest on any Note or Fees on any Commitments (including interest accrued on such Fees) when the same becomes due and payable, and such default continues for 20 days.

8.3(a) The Issuer fails to comply with any of its covenants or agreements in this Agreement (other than those referred to in Section 8.1 above, Section 8.2 above or Section 8.3(b) below) or the Third Security Agreement and, in each case, such failure continues for 30 days (or, in the case of the failure of the security interest created under the Third Security Agreement to be perfected (pursuant to the action or inaction of the Issuer), five (5) days) after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured; or (b) the Issuer fails to comply with Section 12 of this Agreement and such failure continues for 30 days after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured; or (c) the Issuer fails to comply with any of its covenants or agreements in the Intercreditor Agreement and such failure continues for 10 days after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured.

(a) commences a voluntary case;

(b) consents to the entry of an order for relief against it in an involuntary case;

(d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;

8.5 A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that;

(a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary in an involuntary case;

(c) orders the winding up or liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary;

or any similar relief is granted under any foreign laws in any of the foregoing cases and the order, decree or relief remains unstayed and in effect for 60 consecutive days.

8.6 The withdrawal or suspension by the DOT of the DOT Certificate.

8.7 The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement and/or the Fourth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of each of the Original Note Purchase Agreement, the Additional Note Purchase Agreement and/or the Fourth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Additional Note Purchase Agreement and/or the Fourth Note Purchase Agreement, as applicable, demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement or the Fourth Note Purchase Agreement, as applicable, become due and payable.

8.8 The occurrence of any Lessor Default Termination Election.

If any Event of Default (other than an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6) occurs and is continuing, any Lender may declare all the principal, premium, if any, interest and any other monetary obligations (including the Fees) on all of the then outstanding Notes issued under this Agreement to be due and payable immediately and the obligation to purchase Notes shall terminate; provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the principal, premium, if any, interest and any other monetary obligations (including the Fees) on all of the then outstanding Notes issued under this Agreement shall be due and payable, in each case, only upon the written demand of the Majority Lenders. Upon any such declaration or demand, such principal, premium, if any, interest and other monetary obligations shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6 hereof occurs, all outstanding principal, premium, if any, interest and any other monetary obligations of such Notes and all Fees shall be due and payable immediately without further action or notice.

If an Event of Default occurs and is continuing, (a) the Lenders may pursue any available remedy to collect the payment of principal and interest on the Notes or the Fees or to enforce the performance of any provision of the Notes or this Agreement, and (b) all payments or proceeds received by Collateral Agent in respect of any Obligations shall be applied in accordance with the application arrangements described in Section 5.3 of the Third Security Agreement. The Issuer shall notify each Lender in writing within two days of the occurrence of an Event of Default.

11. Transfer Restrictions; Assignment.

(a) In the event that such Selling Lender proposes to Transfer any or all of its Notes (for purposes of this Section 11, the “Offered Notes”), such Selling Lender shall deliver a written notice of intention to Transfer (an “Offer Notice”) to each other ROFO Party (the ROFO Parties other than the Selling Lender, the “ROFO Rightholders”) setting forth the amount of Notes proposed to be sold.

(b) Upon receipt of an Offer Notice from such Selling Lender, each ROFO Rightholder shall have the first right to make an offer to purchase any or all of the

Offered Notes; provided that the number of Offered Notes offered to be purchased by such ROFO Rightholder together with any other participating ROFO Rightholders in the aggregate is equal to or exceeds all (but not less than all) of the Offered Notes (for the avoidance of doubt, in the event that the participating ROFO Rightholders in the aggregate fail to offer to purchase all Offered Notes, then the Selling Lender shall be entitled to sell any or all of the Offered Notes to a third party purchaser at any price). In the event that a ROFO Rightholder shall offer to purchase any or all of the Offered Notes, the ROFO Rightholder shall so notify the Selling Lender in writing, and such notice shall be irrevocable (such notice, a “ROFO Election”) and cause such ROFO Rightholder an obligation to purchase the number of Offered Notes set forth in such ROFO Election if the Selling Lender accepts such offer to purchase any or all Offered Notes pursuant to the terms of this Section 11. The ROFO Election shall set forth the price (the “Offer Price”) at which such ROFO Rightholder is willing to purchase any or all of the Offered Notes. Each ROFO Rightholder that wishes to purchase any or all Offered Notes shall be required to deliver a ROFO Election to the Selling Lender no later than 10 days after receipt of an Offer Notice (the “ROFO Period”).

(d) If each of the ROFO Rightholders (i) notifies the Selling Lender that they do not wish to submit a ROFO Election within the ROFO Period, (ii) does not submit a ROFO Election within the ROFO Period or (iii) with respect to a ROFO Rightholder that has received an Acceptance Notice, such ROFO Rightholder does not consummate the transaction through no fault of the Selling Lender within 15 days following the delivery of the Acceptance Notice, then the Selling Lender may sell the Offered Notes to any third party at any price.

(f) If more than one ROFO Rightholder submits a ROFO Election under this Section 11, then each such ROFO Rightholder shall be entitled to purchase up to an amount of Offered Notes equal to the aggregate amount of such Offered Notes multiplied by a fraction (expressed as a percentage rounded to two decimal places), the numerator of which is the aggregate principal amount of Notes held by such ROFO Rightholder and the denominator of which is the aggregate principal amount of Notes held by all ROFO Rightholders that have submitted a ROFO Election under this Section 11 (such amount for purposes of this Section 11, the “Participation Amount”); provided that no ROFO Rightholder that has submitted a ROFO Election under this Section 11 may purchase less than its Participation Amount unless all participating ROFO Rightholders collectively purchase all (but not less than all) of the Offered Notes.

11.4 Subject to the foregoing, any transferee that receives any interest in a Note pursuant to this Section 11 shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of the Note and this Agreement in respect of the Note and such transferee shall thereafter be deemed to be a “Lender” for all purposes herein (for the avoidance of doubt, other than with respect to its right to receive Fees). If any interest in a Note is Transferred in compliance with this Section 11, such Note shall be cancelled and the Issuer shall execute and deliver a new note (in substantially the form of such Transferred Note) to each Person to whom an interest in such Note has been Transferred (and to the Transferring holder if such holder retains an interest in such holder’s Note) in an aggregate principal amount equal to such Person’s interest in such Note. This Agreement and any rights or obligations hereunder shall not be assigned or delegated to any Person except in accordance with this Section 11, and any such assignment or delegation not in compliance with the foregoing shall be null and void.

12. No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes (or notes outstanding under the Original Note Purchase Agreement, the Additional Note Purchase Agreement or the Fourth Note Purchase Agreement, as applicable) in accordance with the redemption mechanism set forth in Section 7.3 above, or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness and shall not restrict or prohibit Issuer from incurring any Indebtedness that is not Senior Indebtedness.

13. Security Interest.

13.1 Security Agreement. Pursuant to the terms of the Third Security Agreement, the Issuer has granted a security interest to the Collateral Agent, for the benefit of the Lenders in certain of the Issuer’s assets (the “Collateral”) on the terms set forth in the Third Security Agreement. The security interest will terminate upon repayment in full in cash of the Obligations. The Issuer represents and warrants to VML, VAHG and the Cyrus Parties that the Collateral Agent (subject to applicable Uniform Commercial Code or federal law filing requirements) has a first-priority security interest in the Collateral, subject to the limitations set

forth in the Third Security Agreement, and except for the security interest granted to the Collateral Agent pursuant to the Security Agreements and the other Liens permitted to exist on the Collateral under the Security Agreements, the Issuer owns each item of the Collateral free and clear of any and all Liens or claims of others. The Issuer acknowledges that Lenders are specifically relying on the representation and warranty in this Section 13 and the representations and warranties in the Third Security Agreement in making the purchases of Notes required under this Agreement.

13.2 Collateral Agent Appointment. The Lenders hereby irrevocably appoint the Collateral Agent to act as the agent of each Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer under and in accordance with the terms of the Third Security Agreement, together with such powers and discretion as are reasonably incidental thereto. The Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Third Security Agreement, or for exercising any rights and remedies thereunder in accordance with the terms thereof, shall be entitled to the benefits of Section 17.5, as set forth in full herein with respect thereto.

14. Reserved.

15. Notices. The Issuer shall promptly provide the Lenders with written notice of any comments on or with respect to this Agreement, the Third Security Agreement or any Note, received from the DOT.

16. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Bylaws” means the Third Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Carola” means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands.

“Change of Control” means (i) any merger, consolidation or other business combination of the Issuer with or into any other entity, recapitalization, spin-off, distribution, stock sale or

any other similar transaction (including, without limitation, any sale of equity interests of VAI or any of the VAI Members), whether in a single transaction or series of related transactions, where Carola, the Institutional U.S. Investor, the MBO Investors and/or their respective Affiliates, collectively, cease to beneficially own more than 50% of the voting stock of the entity surviving or resulting from such transaction (or the ultimate sole parent thereof) 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 Issuer and its Subsidiaries.

“Charter” means the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Chief Executive Officer” means the Chief Executive Officer of the Issuer.

“Collateral” has the meaning set forth in the Third Security Agreement.

“Control” (including the terms “controlled by” and “under common control with” means Control as defined in Rule 12b-2 under the Exchange Act.

“DOT Certificate” means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. §41102.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Fees” means the Arrangement Fee and the Commitment Fee and the Letter of Credit Fee.

“Group” has the meaning set forth in Section 13(d)(3) of the Exchange Act.

“Indebtedness” means with respect to any Person, (i) indebtedness for borrowed money, including without limitation, the outstanding principal balance of all loans and advances made to such Person by any Affiliate of such Person, (ii) reimbursement obligations, contingent or otherwise, with respect to letters of credit or bankers acceptances issued for the account of such Person, (iii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iv) obligations which have been incurred in connection with the acquisition of property or services (including, without limitation, obligations to pay the deferred purchase price of property or services), excluding trade payables and accrued expenses incurred in the ordinary course of business, (v) obligations as lessee under the Leases, and any leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all indebtedness, obligations or other liabilities in respect of any Interest Rate Agreement (marked to market by reasonably estimating the present termination cost to such Person of each such Interest Rate Agreement and including the net liability of such Person with respect thereto, but excluding any net receivable with respect thereto) and (vii) all indebtedness of another Person described in (i) through (vi) above which is secured by a Lien on any property of the subject Person; provided, however, that the amount outstanding at any time of any indebtedness issued with original issue discount is the principal amount of such indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and that “Indebtedness” shall not include any liability for federal, state, local or other taxes. Notwithstanding the foregoing, guarantees of (or obligations with respect to letter of credit supporting) Indebtedness otherwise included in the determination of such amount shall not be included.

“Institutional U.S. Investor” means Cyrus Aviation Partners II, L.P., a Delaware limited partnership.

“Issuance Date” means, for each Note, the day on which such Note is issued and purchased in accordance with the terms of this Agreement or the Original Agreement.

“Junior Subordinated Indebtedness” means any Indebtedness of the Issuer (whether outstanding on any Note’s Issuance Date or thereafter Incurred) which is expressly subordinate or junior in right of payment to the Notes pursuant to a written agreement; provided that Junior Subordinated Indebtedness shall include (i) the 4.68% Subordinated Note Due 2020, dated July 31, 2007, issued by the Issuer to Carola; (ii) the 4.68% Subordinated Note Due 2020, dated May 31, 2007, issued by the Issuer to Carola; (iii) the notes issued pursuant to the Original Note Purchase Agreement; and (iv) any Indebtedness incurred in violation of the Notes or this Agreement.

“Lenders” means VML, the Cyrus Parties and any other Person to whom Notes have been Transferred.

“MBO Investors” means David Cush, Donald Carty, Ana Carty, Samuel Skinner, Robert Nickell, Scott Freidheim and Cyrus Freidheim, collectively.

“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Issuer (including, without limitation, the Fees and any interest accruing on such Fees interest accruing at the then applicable rate provided in the applicable Note after the maturity of the Notes and interest accruing at the then applicable rate provided in the applicable Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Notes, this Agreement, the Third Security Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lenders and the Collateral Agent that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements).

“Organizational Documents” means the Charter or the Bylaws.

“Permitted Transferee” means, with respect to any Lender, (i) any Affiliate of such Lender (including any Affiliate pursuant to a reorganization, recapitalization or other restructuring of such Person); (ii) any other Lender; (iii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any individual who is a Permitted Transferee; (iv) for estate planning purposes, any trust, the beneficiaries of which include only (A) individuals who are Permitted Transferees referred to in clauses (i) or (iii) and (B) parents, spouses and lineal descendants of individuals who are Permitted Transferees referred to in clause (i). Additionally, the term “Permitted Transferee” shall also include with respect to VML and VAHG(i) Sir Richard Branson together with the trustees of any settlement created by him; (ii) any spouse of Sir Richard Branson, or any child or remoter issue of his grandparents or any spouse of such child or issue; (iii) the trustee or trustees for the time being of any settlement made by any person mentioned in (ii); (iv) any personal representative of Sir Richard Branson or any of the persons referred to in (ii); (v) any undertaking (as defined in section 259 of the United Kingdom Companies Act 1985) in any jurisdiction or other entity in which any person specified in (i) to (iv) himself or together with any other person mentioned in (i) to (iv) inclusive holds (directly or indirectly) more than 20% of the shares (as defined in section 259 of the United Kingdom Companies Act 1985) or otherwise has control (as defined in Section 416 of the United Kingdom Income and Corporation Taxes Act 1988); and any person acting as bare nominee for an individual or any of the persons referred to in (i) to (v). Additionally, the term “Permitted Transferee” shall also include with respect to any of the Cyrus Parties, any investment fund or other investment vehicle advised by Cyrus Capital Partners, L.P. or any of its Affiliates.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Senior Indebtedness” means all Indebtedness of the Issuer including principal, rent, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer regardless of whether post-filing interest is allowed in such proceeding) thereon, and fees and other amounts owing in respect thereof, including for damages, whether outstanding on any Issuance Date or thereafter Incurred, to the extent that in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is senior in right of payment to junior or subordinated Indebtedness of the Issuer, including the Notes; provided, further, that Senior Indebtedness shall not include (1) any obligation of the Issuer to any Subsidiary, (2) any liability for federal, state, local or other taxes owed or owing by the Issuer, (3) any obligations with respect to any Capital Stock of the Issuer, (4) any Indebtedness Incurred in violation of the Notes or this Agreement, or (5) any accounts payable or other liabilities incurred in the ordinary course of business to trade creditors (including guarantees thereof or instruments evidencing such liabilities).

“Significant Subsidiary” means a Subsidiary that would be a “Significant Subsidiary” of a company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stockholders Agreement” means the Fourth Amended and Restated Stockholders Agreement, dated as of the date hereof, as may be amended, restated or otherwise modified from time to time, among the Issuer, VX Holdings, L.P., VML, the Institutional U.S. Investor, the MBO Investors, VAI and the VAI Members and the other parties thereto.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or

other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person.

“VAI” means VAI Partners LLC, a Delaware limited liability company.

17. Miscellaneous Provisions.

17.1 No Oral Modifications. None of this Agreement, the Third Security Agreement, the Covenant Agreement or any term of the Notes may be changed, waived, discharged or terminated orally, but may only be amended, waived or modified by an instrument in writing signed by the Issuer and each of the Lenders.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

17.3 Governing Law Jurisdiction Jury Trial Waiver. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement and the Notes hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this Agreement and the Notes: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the Notes, as applicable, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction), (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that (a) service of process in any such action will be in accordance with the laws of the State of New York (and (x) with respect to VML or VAHG, that service of process upon Virgin Management USA, Inc., in accordance with the laws of the State of New York shall be effective service of process upon VML or VAHG, and (y) with respect to any Cyrus Party, that service of process upon Cyrus Capital Partners, L.P., in accordance with the laws of the State of New York shall be effective service of process upon such Cyrus Party) and (b) delivery of service of process

pursuant to Section 10 shall be effective service of process; (iv) waives in connection with any such action any and all rights to a jury trial; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

17.4 Recourse. Recourse under this Agreement and the Notes shall be to the assets of the Issuer only and in no event to the officers, directors or stockholders of the Issuer.

17.5 Costs and Indemnification. As a condition to the Lenders’ obligations hereunder and as a requisite for the Lenders’ delivery of a signed execution copy hereof, the Issuer shall indemnify and hold harmless the Collateral Agent, Lenders and each of their Affiliates, partners, directors, officers, members, agents, and advisors (each an “Indemnitee” and collectively, the “Indemnitees”) against all liabilities, costs, expenses and damages (including reasonable attorneys’ fees and disbursements, appraiser’s fees and court costs, including all costs and reasonable attorneys’ fees incurred in any appeal, bankruptcy proceeding, or other proceeding, disbursements, settlement costs and other charges), to any such Indemnitee in connection with or as a result of (a) the negotiation, preparation, execution or delivery of this Agreement or the Third Security Agreement or the performance by the Collateral Agent or Lenders of their obligations hereunder or thereunder, as the case may be, (b) the issuance of Notes or the use of the proceeds therefrom, (c) any untrue statement or alleged untrue statement in Section 3 hereof or Section 3 of the Third Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained herein or in the Third Security Agreement, (d) the enforcement or protection of its rights under this Section or the Third Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Notes, or any foreclosure on or other disposition or use of Collateral, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not included declines in value of the Notes.

or payments, the Issuer shall consult with tax counsel reasonably acceptable to the applicable Lender and shall notify the applicable Lender if, after consulting such tax counsel, it reasonably determines that withholding is required. If any such accruals or payments to an applicable Lender are subject to withholding tax, such Lender severally agrees to indemnify and hold harmless the Issuer for any taxes, additions to tax or interest thereon that may be imposed on the Issuer for any failure to withhold in respect of such accruals or payments other than any interest or additions to tax that are imposed as a result of the gross negligence of the Issuer.

17.10 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, if the Intercreditor Agreement shall remain outstanding, the rights granted to the Lenders hereunder, the lien and security interest granted to the Collateral Agent pursuant to the Third Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of the Intercreditor Agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Parties has caused this Amended and Restated Third Note Purchase Agreement to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ## #######
Attention: General Counsel

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimilie: (###) ###-####
Attention: General Counsel

Signature Page to

Amended and Restated Third Note Purchase Agreement


VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director

Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Amended and Restated Third Note Purchase Agreement


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CRS FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

Signature Page to

Amended and Restated Third Note Purchase Agreement


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

Signature Page to

Amended and Restated Third Note Purchase Agreement


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer


Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

Signature Page to

Amended and Restated Third Note Purchase Agreement

Schedule I

Commitment Amounts


Lender	Aggregate Amount of Commitments (subject to reduction pursuant to Section 1.3(b))
Virgin Management Limited	$	63,400,000
Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands	$	2,250,000
CRS Fund, Ltd., a limited company based in the Cayman Islands	$	1,050,000
Crescent 1, L.P., a Delaware limited partnership	$	1,200,000
Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands	$	500,000
Total Commitments	$	68,400,000

Schedule II

Leases

[Provided separately.]

EXHIBIT A

VIRGIN AMERICA INC.

20% NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: DECEMBER 9, 2011

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the Original Issue Date at the rate of 20% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Amended and Restated Third Note Purchase Agreement, dated as of December 9, 2011, among the Issuer and the other parties named therein (as may be amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule I hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

[remainder of page left intentionally blank]

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

SCHEDULE I TO EXHIBIT A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

AMENDMENT NO. 1 TO

AMENDED AND RESTATED THIRD NOTE PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of May 10, 2013, amends the Amended and Restated Third Note Purchase Agreement (the “Agreement”), dated as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), certain investment funds listed on Schedule I to the Agreement, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each a “Cyrus Party”, collectively, the “Cyrus Parties” and together with VML and VAHG, the “Lenders”), Bank of Utah, a Utah corporation (the “Collateral Agent”) and Virgin America Inc., a Delaware corporation (the “Issuer” and together with the Collateral Agent and the Lenders, the “Parties”). Capitalized terms used herein and not defined shall have the meanings given to such terms in the Agreement.

WHEREAS, pursuant to the Agreement (the “Original Agreement”), the Issuer has issued to the lenders thereunder Notes in an aggregate principal amount of $68,400,000;

WHEREAS, each of the Parties desires to cancel each of the existing Notes issued pursuant to the Agreement prior to the date of this Amendment (the “Existing Notes”) and any accrued PIK Interest thereon in exchange for: (1) one or more newholder of Notes has agreed to release a portion of the PIK Interest that has accrued on the Notes withon the terms as established by this Amendment to be issued in the principal amounts identified on Schedule I attached to this Amendment to the corresponding Parties listed on such Schedule I; and (2) one or more Warrants to be issued pursuant to the Seventh Closing Warrant Agreement to the Lenders listed on Schedule A and exercisable for that corresponding number of shares of Class C Common Stock as specified thereon;set forth herein, and in consideration for such release, the Issuer shall issue to each holder of Notes, and each holder of Notes shall accept from the Issuer, warrants to purchase Class C common stock of the Company on the terms set forth herein;

WHEREAS, each of the Issuer, VML and certain investment funds for which Cyrus Capital Partners, L.P. acts as investment manager (the “Cyrus Parties”) desire to enter into the Fifth Note Purchase Agreement dated as of the date hereof (as defined below) pursuant to which the Company has authorized the issuance and sale to VML and the Cyrus Parties of an aggregate principal amount of $75,000,000 in notes thereunder as of the date hereof;

WHEREAS, in connection with the execution and delivery of the Fifth Note Purchase Agreement, the parties hereto desire to amend the Agreement in the manner set forth herein.

1. Certain Definitions. Section 16 of the Agreement is hereby modified to add or amend and restate, as applicable, in the appropriate alphabetical order the following definitions:

“Bylaws” means the Fourth Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Charter” means the Eighth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Class C Common Stock” means the non-voting Class C common stock, par value $0.01 per share, of the Company.

“Seventh Closing Warrant Agreement” means (i) the Seventh Closing Cyrus Warrant Agreement, dated as of May 10, 2013, by and between the Issuer and the applicable Cyrus Parties or (ii) the Seventh Closing Virgin Warrant Agreement, dated as of May 10, 2013, by and between the Issuer and VML or VAHG, as applicable.

“Warrants” shall have the respective meaning ascribed to such term in the Seventh Closing Warrant Agreement.

2. The seventh recital of the Agreement is hereby amended and restated in its entirety as follows:

3. The eighth recital of the Agreement is hereby amended and restated in its entirety as follows:

4. The ninth recital of the Agreement is hereby amended and restated in its entirety as follows:

5. A new tenth recital of the Agreement is hereby added as follows:

6. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:

Exchange and Cancellation of Existing Notes for New Notes and Warrants. Pursuant to the Original Agreement, (i) the Issuer has issued and sold to VML, and VML has purchased from the Issuer, Notes in an aggregate principal amount of $63,400,000, (ii) the Issuer has issued and sold to the Cyrus Parties, and the Cyrus Parties have purchased from the Issuer, Notes in an aggregate principal amount of $5,000,000, and (iii) VML has assigned to VAHG Notes in an aggregate principal amount of $9,500,000. For purposes of this Agreement, the Notes issued prior to May 10, 2013 under the Original Agreement shall constitute “Existing Notes.” Concurrent with the issuance of the Fifth Notes, the Lenders shall surrender their Existing Notes to the Company for cancellation and all accrued and unpaid interest thereon shall be deemed fully paid in exchange for (1) one or more new Notes in the form attached hereto as Exhibit A (which shall (a) constitute “Notes” for purposes of this Agreement and shall, (b) have all of the rights, entitlements and benefits of this Agreement, and (c) represent the continuing Obligations of the Issuer under this Agreement, as amended by this Amendment) to be issued in the principal amounts and to the corresponding Parties listed on Schedule A attached hereto; which Notes shall reflect the original principal amount of the Notes under the Original Agreement, as adjusted by (x) the “PIK Release” (as defined below) and (y) the reduced interest rate applicable to such Note in accordance with Section 5 of this Agreement, as amended by the Amendment, and (2) one or more Warrants to be issued pursuant to the Seventh Closing Warrant Agreement for the aggregate number of shares of Class C Common Stock as specified on Schedule A attached hereto.

For the avoidance of doubt, the principal amount of the new Notes issued as of the date of this Amendment shall reflect (i) the principal amount of the applicable Existing Note as of the original issuance date (as set forth on Schedule A hereto), (ii) accrued interest on such Note from the original issuance date through and including December 31, 2012 in accordance with the terms of the Original Agreement (i.e., 15% interest rate), (iii) accrued interest from January 1, 2013 up to, but excluding the date of this Amendment, in accordance with Section 5 of this Agreement, as amended by this Amendment (i.e., 5.00% interest rate), and (iv) a reduction in an amount equal to the PIK Interest to be released with respect to such Note as set forth on Schedule A hereto (the “PIK Release”).

7. Section 5 of the Agreement is hereby amended and restated in its entirety as follows:

Description of Notes. The Notes shall bear interest from May 10, 2013 at the rate of 5% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 10% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable original Issuance Date of the Existing Note relating to such Note (as set forth on Schedule A) for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

8. Section 8.7 of the Agreement is hereby amended and restated in its entirety as follows:

The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Fourth Note Purchase

Agreement and/or the Fifth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Sections 8.3(b), Section 8.8 or 8.9 of the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Fourth Note Purchase Agreement and/or the Fifth Note Purchase Agreement demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement, as applicable, become due and payable.

9. Section 12 of the Agreement is hereby amended and restated in its entirety as follows:

No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes in accordance with the redemption mechanism set forth in Section 7.3 above (or notes outstanding under the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Fourth Note Purchase Agreement or the Fifth Note Purchase Agreement pursuant to their respective redemption mechanisms set forth therein), or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness after Ma7 10, 2013 and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

10. Schedule A of this Amendment is hereby added as Schedule A to the Agreement.

11. Exhibit A of the Agreement is hereby amended and restated in its entirety as Exhibit A attached to this Amendment.

13. This Amendment may be executed in any number of counterparts, each of which shall be an original or facsimile, but all of which shall constitute one instrument.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties have caused this Amendment to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director


Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ## #######
Attention: General Counsel


VA HOLDINGS (GUERNSEY) LP

By:		Virgin Group Investments Limited, its general partner

By:		/s/ Ian Cuming
Name:		Ian Cuming
Title:		Director


Address:
c/o La Motte Chambers
St. Helier
Jersey
JE1 1BJ
Channel Islands
Facsimile: +## ## ########

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Third Note Purchase Agreement]


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer


Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention: General Counsel

BANK OF UTAH


By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President


Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile: (###) ###-####
Attention: General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Third Note Purchase Agreement]


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CRS FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Third Note Purchase Agreement]


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Amended and Restated Third Note Purchase Agreement]

SCHEDULE A

Exchange of Existing Notes for New Notes and Warrants


Holder	Existing Note Original Issue Date	Existing Note Original Principal Amount		Amount of PIK Release		Principal Amount of New Note		Class C Common Stock Warrant (Shares)
VA Holdings (Guernsey) LP	October 28, 2010	$	2,500,000	$	861,390	$	2,907,502.42		861,390
VA Holdings (Guernsey) LP	February 25, 2011	$	7,000,000	$	1,983,734	$	7,960,238.75		1,983,734
Virgin Management Limited	April 28, 2011	$	2,000,000	$	506,392	$	2,248,857.74		506,392
Virgin Management Limited	July 21, 2011	$	30,000,000	$	6,412,538	$	33,233,254.71		6,412,538
Virgin Management Limited	September 29, 2011	$	8,000,000	$	1,456,971	$	8,755,368.09		1,456,971
Virgin Management Limited	October 28, 2011	$	11,000,000	$	1,862,720	$	11,979,263.15		1,862,720
Cyrus Opportunities Master Fund II, Ltd.	November 29, 2011	$	2,250,000	$	349,753	$	2,437,106.73		349,753
CRS Fund, Ltd.	November 29, 2011	$	1,050,000	$	163,218	$	1,137,316.48		163,218
Virgin Management Limited	November 29, 2011	$	2,900,000	$	450,793	$	3,141,159.79		450,793
Crescent 1, L.P.	November 29, 2011	$	1,200,000	$	186,535	$	1,299,790.26		186,535
Cyrus Select Opportunities Master Fund, Ltd.	November 29, 2011	$	500,000	$	77,723	$	541,579.27		77,723

Total		$	68,400,000	$	14,311,767	$	75,641,437.39		14,311,767

EXHIBIT A

VIRGIN AMERICA INC.

5.00% NOTE DUE 2016

ORIGINAL ISSUE DATE: , 20

DATE OF ISSUANCE TO HOLDER SET FORTH BELOW: , 2013

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($May 10), together with interest on the unpaid principal balance from the date of issuance to Holder set forth above at the rate of 5.00% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Amended and Restated Third Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Amended and Restated Third Note Purchase Agreement, dated as of the date of issuance to Holder, among the Issuer and the other parties named therein (as may be further amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule A hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

A-1

This Note represents the continuing indebtedness of the Issuer with respect to the Existing Notes issued pursuant to the Original Agreement.

[signature page follows]

A-2

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:
Name:
Title:

[Signature Page to Seventh Closing TNPA Note]

SCHEDULE A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

EX-10.36 5 d761206dex1036.htm EX-10.36 EX-10.36

Exhibit 10.36

FOURTH NOTE PURCHASE AGREEMENT

BY AND AMONG

VIRGIN AMERICA INC.,

VIRGIN MANAGEMENT LIMITED,

THE OTHER LENDERS NAMED HEREIN,

AND

BANK OF UTAH, AS COLLATERAL AGENT

FOURTH NOTE PURCHASE AGREEMENT

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

WHEREAS, each of the Issuer, VML and VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”) are parties to that certain Amended and Restated Note Purchase Agreement, dated as of November 3, 2008 (as amended, the “Original Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $140,000,000 (the “Original Notes”);

WHEREAS, in connection with the Original Note Purchase Agreement, the Issuer has executed a Security Agreement, dated as of April 15, 2008 (as amended, the “Original Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Original Note Purchase Agreement;

WHEREAS, each of the Issuer, VML, VAHG and certain investment funds listed on Schedule I to the Additional Note Purchase Agreement (as defined below) are parties to that certain Amended and Restated Additional Note Purchase Agreement, dated as of January 12, 2010 (as amended, the “Additional Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $88,000,000 (the “Additional Notes”);

WHEREAS, in connection with the Additional Note Purchase Agreement (prior to its amendment and restatement on January 12, 2010), the Issuer has executed an Additional Security Agreement, dated as of November 3, 2008 (as amended, the “Additional Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Additional Note Purchase Agreement;

WHEREAS, each of the Issuer, VML, VAHG and certain investment funds listed on Schedule I to the Third Note Purchase Agreement (as defined below) are parties to that certain Third Note Purchase Agreement, dated as of January 12, 2010 (as amended, the “Third Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of up to $68,400,000 in notes (the “Third Notes”);

WHEREAS, the Issuer has authorized the issuance and sale, in each case, subject to the terms and conditions set forth herein, to VML and the Cyrus Parties of an aggregate principal amount of $150,000,000 in additional notes, in the form of Exhibit A hereto (collectively, the “Notes”);

WHEREAS, VML and the Cyrus Parties desire to purchase the Notes, subject to the terms and conditions set forth herein;

WHEREAS, as consideration for VML’s and the Cyrus Parties’ entry into this Agreement, the Issuer has executed a Fourth Security Agreement, dated as of the date hereof (the “Fourth Security Agreement”, and together with the Original Security Agreement, the Additional Security Agreement, and the Third Security Agreement, as each may be amended and/or restated from time to time, the “Security Agreements”), pursuant to which the Issuer has granted a security interest in certain assets for the benefit of the Lenders; and

WHEREAS, as further consideration for VML’s and the Cyrus Parties’ entry into this Agreement, (i) the Issuer and VML have entered into that certain Sixth Closing Virgin Warrant Agreement, dated as of the date hereof, providing for the issuance to VML of warrants to purchase 1,925,000 shares of the Issuer’s non-voting Class C common stock, par value $0.01 per share (the “Class C Common Stock”) on the terms and conditions set forth in such warrant agreement, and (ii) the Issuer and the Cyrus Parties have entered into those certain Sixth Closing Cyrus Warrant Agreements, dated as of the date hereof, providing for the issuance to the Cyrus Parties of warrants to purchase an aggregate of 17,325,000 shares of Class C Common Stock on the terms and conditions set forth in such warrant agreements.

1. Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, on the Issuance Date, the Issuer shall issue and sell to the Lenders, and the Lenders shall severally purchase from the Issuer, Notes in the respective principal amounts set forth opposite such Lenders’ names on Schedule I hereto. Contemporaneously with and as a condition to such issuance, sale and purchase, the Issuer will issue to each Lender a Note in a principal amount equal to the principal amount of Notes purchased by such Lender. For the avoidance of doubt, after each Lender has purchased Notes in the respective principal amount set forth opposite such Lender’s name on Schedule I hereto, such Lender shall have no further obligation to purchase Notes under this Agreement. Payment for such Notes shall be made by wire transfer or delivery of other immediately available funds to the account designated by the Issuer, in accordance with the following instructions:


Bank:		##############
Address:		##############
		##############


Bank Transit No. (ABA):		#########
Bank Swift No.:		########
Beneficiary:		Virgin America, Inc.
Beneficiary Account:		##########

2. Use of Proceeds. The Issuer shall use the proceeds received from the issuance of the Notes for growth capital, general working capital purposes and for payment of fees under the Third Note Purchase Agreement to the lenders thereunder.

3. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to VML and the Cyrus Parties as of the Issuance Date as follows:

3.1 Organization, Good Standing and Qualifications; Subsidiaries.

a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

b) The Issuer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification could not reasonably be expected to materially and adversely affect the business, assets, liabilities, financial condition or operations of the Issuer.

c) The Issuer has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and to issue and sell the Notes.

d) The Issuer has no Subsidiaries, or any debt or equity investment in any other Person.

3.2 Authorization; Binding Obligations. All corporate action on the part of the Issuer necessary for the execution and delivery of this Agreement, the Fourth Security Agreement and the Notes, the performance of all obligations of the Issuer under this Agreement, the Fourth Security Agreement and the Notes and the authorization, sale, issuance and delivery of the Notes has been taken. Upon its execution and delivery, assuming the due execution and delivery by the other parties hereto, each of this Agreement and the Fourth Security Agreement will be a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.

3.3 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 3.4 have been obtained or made, the execution and delivery of this Agreement, the Fourth Security Agreement and the Notes by the Issuer, the performance by the Issuer of its obligations under this Agreement, the Fourth Security Agreement and the Notes, and the consummation by the Issuer of the transactions contemplated by this Agreement and the Fourth Security Agreement, does not conflict with or result in a violation of the Organizational Documents; conflict with or result in a violation of any Governmental Authorization or law applicable to the Issuer or its assets or properties or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Issuer pursuant to, any Contract to which the Issuer is a party, or by which any of the assets or properties of the Issuer is bound or affected, except for such Liens that do not and would not materially interfere with the use of such assets or properties.

3.4 Consents. Except for any notification requirement, if any, required by the DOT, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Issuer in connection with the execution and delivery of this Agreement or the Notes by the Issuer, the performance by the Issuer of its obligations under the Agreement or the Notes, or the consummation by the Issuer of the transactions contemplated by this Agreement, including any filings as may be required under applicable federal and state securities or “blue sky” Laws.

3.5 Taxes. The Issuer has filed all United States federal tax returns and all other tax returns that are required to be filed and has paid all material taxes including interest and penalties due, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided in accordance with GAAP and as to which no liens exist. No tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Issuer in respect of any taxes or other governmental charges are adequate.

4.1 Requisite Power and Authority. Such Party has all necessary power and authority under all applicable Laws and its formation or other governing documents to execute and deliver this Agreement and to perform its obligations under this Agreement. All limited liability company or limited partnership actions, as applicable, on such Party’s part required for the execution and delivery of this Agreement and the performance of all obligations of such Party under this Agreement, have been taken. Upon its execution and delivery, assuming the due execution and delivery by the other Parties thereto, this Agreement will be a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.

a) Economic Risk. Such Party has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Issuer so that it is capable of evaluating the merits and risks of its investment in the Issuer and has the capacity to protect its own interests. Such Party must bear the economic risk of this investment indefinitely unless the Notes are registered pursuant to the Securities Act, or an exemption from registration is available and transfer is otherwise permitted pursuant to the Stockholders Agreement. Such Party understands that the Issuer has no present intention of registering the Notes.

b) Acquisition for Own Account. Such Party is acquiring Notes for its own account for investment only, and not with a view towards their distribution. Such Party further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to any third Person with respect to any of the Notes.

c) Investor Can Protect Its Interest. Such Party represents that by reason of its, or of its management’s, business or financial experience, such Party has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement.

d) Accredited Investor. Such Party represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

e) Company Information. Such Party has received and read information about the Issuer and has had an opportunity to discuss the Issuer’s business, management and financial affairs with directors, officers and management of the Issuer and has had the opportunity to review the Issuer’s operations and facilities. Such Party has also had the opportunity to ask questions of and receive answers from, the Issuer and its management regarding the terms and conditions of this investment. Such Party understands that such discussions, as well as any written information provided by the Issuer, were intended to describe the aspects of the Issuer’s business and prospects which the Issuer believes to be material, but were not necessarily a thorough or exhaustive description, and except as expressly set forth in this Agreement, the Issuer makes no representation or warranty with respect to the completeness of such information and makes no representation or warranty of any kind with respect to any information provided by any Person other than the Issuer. Some of such information includes projections as to the future performance of the Issuer, which projections may not be realized, are based on assumptions which may not be correct and are subject to numerous factors beyond the Issuer’s control.

5. Description of Notes. The Notes shall bear interest from the Issuance Date at the rate of 17% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 22% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. PIK Interest (as defined below) on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest (including any PIK Interest and any accrued but unpaid Current Interest) shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

If any payment on the Notes becomes due and payable on a day other than a day on which commercial banks in New York, New York and London, England are open for the

transaction of normal business (a “Business Day”), the maturity thereof shall be extended to the next succeeding Business Day and, with respect to any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

6. Reserved.

7. Payment Provisions.

7.1 Payments on the Notes. The Issuer shall make payments of principal and interest on the Notes when due. Fifty percent (50%) of all accrued interest on the Notes through each Interest Payment Date shall be due and payable in cash to the holder of such Note on such Interest Payment Date (“Current Interest”), and fifty percent (50%) of all accrued interest through each Interest Payment Date shall continue to accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of this Agreement. All interest that is not Current Interest shall be compounded annually on each anniversary of the Issuance Date and shall be added at such time to, and thereafter be a part of and treated as principal of, the applicable Notes (regardless of whether evidenced by a Note) (“PIK Interest”) and shall be payable on the Maturity Date.

7.3 Mandatory Redemption by the Issuer. Promptly, and in any event no later than the second (2^nd) Business Day following the issuance or incurrence by the Issuer of any Indebtedness that would require the Issuer to redeem the Notes pursuant to Section 12, the Issuer shall redeem the Notes from the proceeds of such Indebtedness as follows: (i) the Issuer must redeem the principal and interest of the Notes pro rata among all Lenders in accordance with each Lender’s pro rata share of the aggregate outstanding principal or interest amount, as applicable, of the Notes at the redemption price; and (ii) the Issuer may not redeem any principal on any Notes unless it first pays all accrued but unpaid Current Interest on the Notes being redeemed and redeems all of the PIK Interest on all Notes.

notations made on Schedule A thereto) for the principal amount thereof remaining unredeemed, (e) that on the Redemption Date, the Redemption Price will become due and payable upon the Notes (or portions thereof) to be redeemed, and unless the Issuer defaults in making the redemption payment, that interest on the Notes (or portions thereof) will cease to accrue on and after such date, (f) the place where the Notes are to be surrendered for payment of the Redemption Price, (g) that the Notes must be surrendered to collect the Redemption Price, (h) the section of the Notes pursuant to which the Notes are to be redeemed, and (i) if the redemption is a Qualifying Optional Redemption, the Make-Whole Amount due to the Lenders in connection with such redemption.

Notice of redemption having been given as aforesaid, the Notes (or any portions thereof) to be redeemed shall, on the Redemption Date or other applicable date of redemption, become due and payable at the applicable Redemption Price (together with payment of the Make-Whole Amount, if required), and unless the Issuer defaults in making the redemption payment (and/or the Make-Whole Amount, if required), from and after such date such Notes (or such portions thereof) shall cease to bear interest. Upon surrender of the Notes for redemption in accordance with such notice, the applicable Redemption Price for the Notes (or any portion thereof) and the Make-Whole Amount, if required, shall be paid by the Issuer to the holders of the Notes, and if less than 100% of the Notes have been redeemed, the Issuer shall deliver to the Lenders new Notes (or the surrendered Notes with the proper notations made on Schedule A thereto to reflect the redemption) for the principal amount thereof remaining unredeemed. If a Note called for redemption shall not be paid (including payment of the Make-Whole Amount, if required) upon surrender thereof for redemption, the Note shall continue to bear interest from the Redemption Date (or other applicable redemption date) until the date on which the Redemption Price plus any additional interest thereon and the Make-Whole Amount, if required, is paid therefor.

8. Default. An event of default occurs upon the occurrence of any of the following events (each, an “Event of Default”):

8.1 The Issuer defaults in any payment of interest on any Note when the same becomes due and payable (including, without limitation, any payment of Current Interest), and such default continues for 20 days.

8.2 The Issuer (1) defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, redemption by acceleration or otherwise, or (2) fails to redeem or purchase any Note pursuant to any provision of this Agreement (or make the Make-Whole Payment, if required), when required and, in the case of (1) or (2), such default continues for 20 days.

after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured; or (c) the Issuer fails to comply with any of its covenants or agreements in the Intercreditor Agreement and such failure continues for 10 days after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured.

a) commences a voluntary case;

b) consents to the entry of an order for relief against it in an involuntary case;

c) consents to the appointment of a custodian of it or for any substantial part of its property; or

d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency.

8.5 A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary in an involuntary case;

b) appoints a custodian of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary or for any substantial part of any of their property; or

c) orders the winding up or liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary;

or any similar relief is granted under any foreign laws in any of the foregoing cases and the order, decree or relief remains unstayed and in effect for 60 consecutive days.

8.6 The withdrawal or suspension by the DOT of the DOT Certificate.

8.7 The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement or the Third Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of each of the Original Note Purchase Agreement, the Additional Note Purchase Agreement and the Third Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, Additional Note Purchase Agreement and/or the Third Note Purchase Agreement, as applicable, demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement Additional Note Purchase Agreement or Third Note Purchase Agreement, as applicable, become due and payable.

8.8 The occurrence of any Lessor Default Termination Election.

If any Event of Default (other than an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6) occurs and is continuing, any Lender may declare all the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement to be due and payable immediately and the obligation to purchase Notes shall terminate; provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement shall be due and payable, only upon the written demand of the Majority Lenders. Upon any such declaration or demand, such principal, premium, if any, interest and other monetary obligations shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6 hereof occurs, all outstanding principal, premium, if any, interest and any other monetary obligations of such Notes shall be due and payable immediately without further action or notice.

If an Event of Default occurs and is continuing, (a) the Lenders may pursue any available remedy to collect the payment of principal and interest on the Notes or to enforce the performance of any provision of the Notes or this Agreement, and (b) all payments or proceeds received by Collateral Agent in respect of any Obligations shall be applied in accordance with the application arrangements described in Section 5.3 of the Fourth Security Agreement. The Issuer shall notify each Lender in writing within two days of the occurrence of an Event of Default.

11. Transfer Restrictions; Assignment.

a) In the event that such Selling Lender proposes to Transfer any or all of its Notes (for purposes of this Section 11, the “Offered Notes”), such Selling Lender shall deliver a written notice of intention to Transfer (an “Offer Notice”) to each other ROFO Party (the ROFO Parties other than the Selling Lender, the “ROFO Rightholders”) setting forth the amount of Notes proposed to be sold.

b) Upon receipt of an Offer Notice from such Selling Lender, each ROFO Rightholder shall have the first right to make an offer to purchase any or all of the Offered Notes; provided that the number of Offered Notes offered to be purchased by such ROFO Rightholder together with any other participating ROFO Rightholders in the aggregate is equal to or exceeds all (but not less than all) of the Offered Notes (for the avoidance of doubt, in the event that the participating ROFO Rightholders in the aggregate fail to offer to purchase all Offered Notes, then the Selling Lender shall be entitled to sell any or all of the Offered Notes to a third party purchaser at any price). In the event that a ROFO Rightholder shall offer to purchase any or all of the Offered Notes, the ROFO Rightholder shall so notify the Selling Lender in writing, and such notice shall be irrevocable (such notice, a “ROFO Election”) and cause such ROFO Rightholder an obligation to purchase the number of Offered Notes set forth in such ROFO Election if the Selling Lender accepts such offer to purchase any or all Offered Notes pursuant to

the terms of this Section 11. The ROFO Election shall set forth the price (the “Offer Price”) at which such ROFO Rightholder is willing to purchase any or all of the Offered Notes. Each ROFO Rightholder that wishes to purchase any or all Offered Notes shall be required to deliver a ROFO Election to the Selling Lender no later than 10 days after receipt of an Offer Notice (the “ROFO Period”).

c) The Selling Lender shall have 10 days after the earlier of (i) the expiration of the ROFO Period, or (ii) if all ROFO Parties have delivered a ROFO Election or rejected the option to deliver such election prior to the expiration of the ROFO Period, the day on which the last ROFO Party delivered such ROFO Election or rejected the option to deliver such election, as the case may be, to accept a ROFO Rightholder’s Offer Price by delivery of notice thereof (an “Acceptance Notice”). If the Selling Lender delivers an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender and each ROFO Rightholder to whom the Selling Lender has delivered an Acceptance Notice shall negotiate in good faith to consummate the transaction within 15 days following the delivery of the Acceptance Notice. If the Selling Lender does not deliver an Acceptance Notice with regard to any or all Offered Notes, then the Selling Lender shall have the right to sell any or all of the Offered Notes not included in the Acceptance Notice to any third party purchaser; provided that the terms and conditions, including with respect to price, of the Transfer of the Offered Notes to such third party purchaser, taken as a whole, shall be as or more favorable to the Selling Lender than the terms and conditions set forth in the original Offer Notice, including the Offer Price; provided, further, that such sale shall be consummated within 90 days following the day on which the last ROFO Party delivered the ROFO Election or rejected the option to deliver such election. For the avoidance of doubt, in the event the Selling Lender desires to sell the Offered Notes, or any part thereof, to any third party purchaser at a price lower than the Offer Price, the Selling Lender shall deliver a further Offer Notice to each of the ROFO Rightholders.

d) If each of the ROFO Rightholders (i) notifies the Selling Lender that they do not wish to submit a ROFO Election within the ROFO Period, (ii) does not submit a ROFO Election within the ROFO Period or (iii) with respect to a ROFO Rightholder that has received an Acceptance Notice, such ROFO Rightholder does not consummate the transaction through no fault of the Selling Lender within 15 days following the delivery of the Acceptance Notice, then the Selling Lender may sell the Offered Notes to any third party at any price.

e) The closing of any sale of Offered Notes pursuant to this Section 11 shall take place no later than 15 days following the Acceptance Notice (or upon the expiration of such longer period if required by law), or such earlier date as may be agreed by the parties to the sale.

f) If more than one ROFO Rightholder submits a ROFO Election under this Section 11, then each such ROFO Rightholder shall be entitled to purchase up to an amount of Offered Notes equal to the aggregate amount of such Offered Notes multiplied by a fraction (expressed as a percentage rounded to two decimal places), the numerator of which is the aggregate principal amount of Notes held by such ROFO Rightholder and the denominator of which is the aggregate principal amount of Notes held by all ROFO Rightholders that have submitted a ROFO Election under this Section 11 (such amount for purposes of this Section 11, the “Participation Amount”); provided that no ROFO Rightholder that has submitted a ROFO Election under this Section 11 may purchase less than its Participation Amount unless all participating ROFO Rightholders collectively purchase all (but not less than all) of the Offered Notes.

11.4 Subject to the foregoing, any transferee that receives any interest in a Note pursuant to this Section 11 shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of the Note and this Agreement in respect of the Note and such transferee shall thereafter be deemed to be a “Lender” for all purposes herein. If any interest in a Note is Transferred in compliance with this Section 11, such Note shall be cancelled and the Issuer shall execute and deliver a new note (in substantially the form of such Transferred Note) to each Person to whom an interest in such Note has been Transferred (and to the Transferring holder if such holder retains an interest in such holder’s Note) in an aggregate principal amount equal to such Person’s interest in such Note. This Agreement and any rights or obligations hereunder shall not be assigned or delegated to any Person except in accordance with this Section 11, and any such assignment or delegation not in compliance with the foregoing shall be null and void.

12. No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes (or notes outstanding under the Third Note Purchase Agreement, the Additional Note Purchase Agreement or the Original Note Purchase Agreement, as applicable) in accordance with the redemption mechanism set forth in Section 7.3 above, or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness and shall not restrict or prohibit Issuer from incurring any Indebtedness that is not Senior Indebtedness.

13. Security Interest.

13.1 Security Agreement. Pursuant to the terms of the Fourth Security Agreement, the Issuer has granted a security interest to the Collateral Agent, for the benefit of the Lenders in certain of the Issuer’s assets (the “Collateral”) on the terms set forth in the Fourth Security Agreement. The security interest will terminate upon repayment in full in cash of the Obligations. The Issuer represents and warrants to VML and the Cyrus Parties that the Collateral Agent (subject to applicable Uniform Commercial Code or federal law filing requirements) has a first-priority security interest in the Collateral, subject to the limitations set forth in the Fourth Security Agreement, and except for the security interest granted to the Collateral Agent pursuant to the other Security Agreements and the other Liens permitted to exist on the Collateral under the Security Agreements, the Issuer owns each item of the Collateral free and clear of any and all Liens or claims of others. The Issuer acknowledges that Lenders are specifically relying on the representation and warranty in this Section 13 and the representations and warranties in the Fourth Security Agreement in making the purchases of Notes required under this Agreement.

13.2 Collateral Agent Appointment. The Lenders hereby irrevocably appoint the Collateral Agent to act as the agent of each Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer under and in accordance with the terms of the Fourth Security Agreement, together with such powers and discretion as are reasonably incidental thereto. The Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Fourth Security Agreement, or for exercising any rights and remedies thereunder in accordance with the terms thereof, shall be entitled to the benefits of Section 17.5, as set forth in full herein with respect thereto.

14. Reserved.

15. Notices. The Issuer shall promptly provide the Lenders with written notice of any comments on or with respect to this Agreement, the Fourth Security Agreement or any Note, received from the DOT.

16. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Bylaws” means the Third Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Carola” means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands.

“Charter” means the Sixth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Collateral” has the meaning set forth in the Fourth Security Agreement.

“Control” (including the terms “controlled by” and “under common control with” means Control as defined in Rule 12b-2 under the Exchange Act.

“DOT Certificate” means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. §41102.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Group” has the meaning set forth in Section 13(d)(3) of the Exchange Act.

“Indebtedness” means with respect to any Person, (i) indebtedness for borrowed money, including without limitation, the outstanding principal balance of all loans and advances made

to such Person by any Affiliate of such Person, (ii) reimbursement obligations, contingent or otherwise, with respect to letters of credit or bankers acceptances issued for the account of such Person, (iii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iv) obligations which have been incurred in connection with the acquisition of property or services (including, without limitation, obligations to pay the deferred purchase price of property or services), excluding trade payables and accrued expenses incurred in the ordinary course of business, (v) any leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all indebtedness, obligations or other liabilities in respect of any Interest Rate Agreement (marked to market by reasonably estimating the present termination cost to such Person of each such Interest Rate Agreement and including the net liability of such Person with respect thereto, but excluding any net receivable with respect thereto) and (vii) all indebtedness of another Person described in (i) through (vi) above which is secured by a Lien on any property of the subject Person; provided, however, that the amount outstanding at any time of any indebtedness issued with original issue discount is the principal amount of such indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and that “Indebtedness” shall not include any liability for federal, state, local or other taxes. Notwithstanding the foregoing, guarantees of (or obligations with respect to letter of credit supporting) Indebtedness otherwise included in the determination of such amount shall not be included.

“Institutional U.S. Investor” means Cyrus Aviation Partners II, L.P., a Delaware limited partnership.

“Interest Payment Date” means each March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2011.

“Issuance Date” means the date of this Agreement.

“Lease” means any aircraft operating lease or similar agreement with respect to aircraft to which the Issuer or any Subsidiary of the Issuer is a party, including, without limitation, each of the agreements set forth on Schedule II hereto.

“Lenders” means VML, the Cyrus Parties and any other Person to whom Notes have been Transferred.

“Make-Whole Amount” shall mean, in the case of a Qualifying Optional Redemption, an amount equal to the present value, as of the Redemption Date, of all interest (including, for the avoidance of doubt, both Current Interest and PIK Interest) that would have accrued on the Notes that are subject to the Qualifying Optional Redemption (assuming no redemption) for the period commencing on the applicable Redemption Date and ending on the date that is the second anniversary of the Issuance Date (the “Make-Whole Period”), using a discount rate equal to the yield on U.S. Treasury bills with a maturity most closely approximating the Make-Whole Period (as reported by the U.S. Department of Treasury) plus 1%.

“MBO Investors” means David Cush, Donald Carty, Ana Carty, Samuel Skinner, Robert Nickell, Scott Freidheim and Cyrus Freidheim, collectively.

“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Issuer (including, without limitation, interest accruing at the then applicable rate provided in the applicable Note after the maturity of the Notes and interest accruing at the then applicable rate provided in the applicable Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Notes, this Agreement, the Fourth Security Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lenders and the Collateral Agent that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements).

“Organizational Documents” means the Charter or the Bylaws.

Permitted Transferees referred to in clauses (i) or (iii) and (B) parents, spouses and lineal descendants of individuals who are Permitted Transferees referred to in clause (i). Additionally, the term “Permitted Transferee” shall also include with respect to VML (i) Sir Richard Branson together with the trustees of any settlement created by him; (ii) any spouse of Sir Richard Branson, or any child or remoter issue of his grandparents or any spouse of such child or issue; (iii) the trustee or trustees for the time being of any settlement made by any person mentioned in (ii); (iv) any personal representative of Sir Richard Branson or any of the persons referred to in (ii); (v) any undertaking (as defined in section 259 of the United Kingdom Companies Act 1985) in any jurisdiction or other entity in which any person specified in (i) to (iv) himself or together with any other person mentioned in (i) to (iv) inclusive holds (directly or indirectly) more than 20% of the shares (as defined in section 259 of the United Kingdom Companies Act 1985) or otherwise has control (as defined in Section 416 of the United Kingdom Income and Corporation Taxes Act 1988); and any person acting as bare nominee for an individual or any of the persons referred to in (i) to (v). Additionally, the term “Permitted Transferee” shall also include with respect to any of the Cyrus Parties, any investment fund or other investment vehicle advised by Cyrus Capital Partners, L.P. or any of its Affiliates.

“Qualifying Optional Redemption” means an Optional Issuer Redemption that (i) is consummated on a date prior to the second anniversary of the Issuance Date, and (ii) is not consummated by the Issuer on or immediately prior to the date on which the Issuer consummates an underwritten public offering of the Issuer’s Class A common stock, par value $0.01 per share, registered under the U.S. federal securities laws which, immediately after the closing thereof (a) generates net proceeds of at least $100,000,000, (b) results in a listing of the Class A common stock, par value $0.01 per share, on the New York Stock Exchange or the Nasdaq Global Select Market, (c) results in the holding of at least 5% of the Issuer’s issued and outstanding common stock by the non-Affiliates, and (d) results in a market capitalization of the Issuer of not less than $500,000,000.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Senior Indebtedness” means all Indebtedness of the Issuer including principal, rent, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer regardless of whether post-filing interest is allowed in such proceeding) thereon, and fees and other amounts owing in respect thereof, including for damages, whenever Incurred, to the extent that in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is senior in right of payment to junior or subordinated Indebtedness of the Issuer, including the Notes; provided, that Senior Indebtedness shall not include (1) any obligation of the Issuer to any Subsidiary, (2) any liability for federal, state, local or other taxes owed or owing by the Issuer, (3) any obligations with respect to any Capital Stock of the Issuer, (4) any Indebtedness Incurred in violation of the Notes or this Agreement, or (5) any accounts payable or other liabilities incurred in the ordinary course of business to trade creditors (including guarantees thereof or instruments evidencing such liabilities).

“Significant Subsidiary” means a Subsidiary that would be a “Significant Subsidiary” of a company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stockholders Agreement” means the Fourth Amended and Restated Stockholders Agreement, dated as of the date hereof, as may be amended, restated or otherwise modified from time to time, among the Issuer, VX Holdings, L.P., the Institutional U.S. Investor, the MBO Investors, VAI and the VAI Members.

“VAI” means VAI Partners LLC, a Delaware limited liability company.

17. Miscellaneous Provisions.

17.1 No Oral Modifications. None of this Agreement, the Fourth Security Agreement, or any term of the Notes, or the Covenant Agreement may be changed, waived, discharged or terminated orally, but may only be amended, waived or modified by an instrument in writing signed by the Issuer and each of the Lenders.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

17.3 Governing Law Jurisdiction Jury Trial Waiver. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement and the Notes hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this Agreement and the Notes: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the Notes, as applicable, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction), (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that (a) service of process in any such action will be in accordance with the laws of the State of New York (and (x) with respect to VML, that service of process upon Virgin Management USA, Inc., in accordance with the laws of the State of New York shall be effective service of process upon VML, and (y) with respect to any Cyrus Party, that service of process upon Cyrus Capital Partners, L.P., in accordance with the laws of the State of New York shall be effective service of process upon such Cyrus Party) and (b) delivery of service of process pursuant to Section 10 shall be effective service of process; (iv) waives in connection with any such action any and all rights to a jury trial; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

17.4 Recourse. Recourse under this Agreement and the Notes shall be to the assets of the Issuer only and in no event to the officers, directors or stockholders of the Issuer.

hereof or Section 3 of the Fourth Security Agreement or the failure by the Issuer to perform when and as required by any agreement or covenant contained herein or in the Fourth Security Agreement, (d) the enforcement or protection of its rights under this Section or the Fourth Security Agreement or the Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Notes, or any foreclosure on or other disposition or use of Collateral, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not include declines in value of the Notes.

17.10 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, if the Intercreditor Agreement shall remain outstanding, the rights granted to the Lenders hereunder, the lien and security interest granted to the Collateral Agent pursuant to the Fourth Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of the Intercreditor Agreement.

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IN WITNESS WHEREOF, each of the Parties has caused this Fourth Note Purchase Agreement to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile:		+## ###-###-####
Attention:		General Counsel

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile:		(###) ###-####
Attention:		General Counsel

[Fourth Note Purchase Agreement]


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel


CYR Fund, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel


CYRUS AVIATION PARTNERS III, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention:		General Counsel

BANK OF UTAH

By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President

Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile:		(###) ###-####
Attention:		Vice President

Schedule I

Principal Amount of Notes


Lender	Principal Amount of Notes
Virgin Management Limited	$	25,000,000
Cyrus Opportunities Master Fund II, Ltd., a limited company based in the Cayman Islands	$	15,810,000
CYR Fund, L.P., a Delaware limited partnership	$	27,300,000
Crescent 1, L.P., a Delaware limited partnership	$	24,600,000
Cyrus Select Opportunities Master Fund, Ltd., a limited company based in the Cayman Islands	$	2,790,000
Cyrus Aviation Partners III, L.P., a Delaware limited partnership	$	54,500,000
Total Principal Amount of Notes	$	150,000,000

Schedule II

Leases

[Provided separately.]

EXHIBIT A

VIRGIN AMERICA INC.

17% NOTE DUE JUNE 9, 2016


$		December 9, 2011

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from the date of this Note at the rate of 17% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Fourth Note Purchase Agreement, dated as of December 9, 2011, among the Issuer and the other parties named therein (as may be amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule I hereto. Fifty percent (50%) of all accrued interest on this Note through each Interest Payment Date shall be due and payable in cash to the holder of such Note on such Interest Payment Date (“Current Interest”), and fifty percent (50%) of all accrued interest through each Interest Payment Date shall continue to accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of the Note Purchase Agreement (“PIK Interest”). PIK Interest shall be compounded annually on each anniversary of the Issuance Date and shall be added at such time to, and thereafter be a part of and treated as principal of, the Note (regardless of whether evidenced by a Note) and shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b) or Section 8.8 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur

of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

This Note is one of the Notes bearing interest at the rate of 17% and due on the Maturity Date issued under the Note Purchase Agreement and the holder hereof is entitled equally and ratably with the holders of all other Notes outstanding under the Note Purchase Agreement to all the benefits provided for thereby or referred to therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

[remainder of page left intentionally blank]

[signature page follows]

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

SCHEDULE I to Exhibit A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

AMENDMENT NO. 1 TO

FOURTH NOTE PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of May 10, 2013, amends the Fourth Note Purchase Agreement (the “Agreement”), dated as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), certain investment funds listed on Schedule I to the Agreement, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each a “Cyrus Party”, collectively, the “Cyrus Parties” and together with VML, the “Lenders”), Bank of Utah, a Utah corporation (the “Collateral Agent”) and Virgin America Inc., a Delaware corporation (the “Issuer” and together with the Collateral Agent and the Lenders, the “Parties”). Capitalized terms used herein and not defined shall have the meanings given to such terms in the Agreement.

WHEREAS, pursuant to the Agreement, the Issuer has issued to the lenders thereunder Notes in an aggregate principal amount of $150,000,000;

WHEREAS, each of the Issuer, VML and certain investment funds for which Cyrus Capital Partners, L.P. acts as investment manager (the “Fifth Cyrus Parties”) desire to enter into the Fifth Note Purchase Agreement pursuant to which the Company has authorized the issuance and sale to VML and the Fifth Cyrus Parties of an aggregate principal amount of $75,000,000 in notes thereunder as of the date hereof;

WHEREAS, in connection with the execution and delivery of the Fifth Note Purchase Agreement, the parties hereto desire to amend the Agreement in the manner set forth herein.

1. Certain Definitions. Section 16 of the Agreement is hereby modified to add or amend and restate, as applicable, in the appropriate alphabetical order the following definitions:

“Bylaws” means the Fourth Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Charter” means the Eighth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Covenant Agreement” means that certain amended and restated letter agreement, dated as of May 10, 2013, by and among the Issuer, VML, VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”) and the Cyrus Parties, as may be further amended, restated or supplemented, from time to time.

“Seventh Closing Agreement” means that certain Seventh Closing Agreement, dated January 31, 2013, by and among the Issuer, VX Holdings, L.P. (“VXH”), VML, VAHG, VAI Partners LLC, a Delaware limited liability company (“VAI”), and the investment funds that are signatories thereto.

2. The ninth recital of the Agreement is hereby amended and restated in its entirety as follows:

WHEREAS, in connection with the Agreement, the Issuer has executed a Fourth Security Agreement, dated as of December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Fourth Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Fourth Note Purchase Agreement;

3. A new eleventh and twelfth recital of the Agreement are hereby added as follows:

4. Section 8.7 of the Agreement is hereby amended and restated in its entirety as follows:

The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fifth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9 of the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fifth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fifth Note Purchase Agreement

demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement or the Fifth Note Purchase Agreement, as applicable, become due and payable.”

5. Section 12 of the Agreement is hereby amended and restated in its entirety as follows:

No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes in accordance with the redemption mechanism set forth in Section 7.3 above (or notes outstanding under the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement or the Fifth Note Purchase Agreement pursuant to their respective redemption mechanisms set forth therein), or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness after May 10, 2013 and shall not restrict or prohibit the Issuer from incurring any Indebtedness that is not Senior Indebtedness.

6. The transfer restrictions set forth in Section 11 of the Agreement are hereby waived as they may apply to any transfer of Notes contemplated by the Seventh Closing Agreement.

7. Except as expressly amended, modified, waived or noted herein, the Agreement is, and shall continue to be, in full force and effect in accordance with its terms, and this Amendment shall not constitute any Party’s willingness to consent to any other amendment, modification or waiver of the Agreement. The Parties hereby ratify and reaffirm each and every term, covenant and condition (as expressly modified by this Amendment, to the extent applicable) set forth in the Agreement. No reference to this Amendment needs to be made in any agreement, instrument or document at any time referring to the Agreement in order to give effect to this Amendment. From and after the date of this Amendment, all references to the Agreement (in any agreements, documents or instruments) shall be deemed to be references to the Agreement as amended by this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

8. This Amendment may be executed in any number of counterparts, each of which shall be an original or facsimile, but all of which shall constitute one instrument.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties have caused this Amendment to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ###-###-####
Attention:		General Counsel

VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile: (###) ###-####
Attention:		General Counsel

BANK OF UTAH

By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President

Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile: (###) ###-####
Attention:		Counsel

[Amendment No. 1 to Fourth Note Purchase Agreement]


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

CYR FUND, L.P.

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Fourth Note Purchase Agreement]


CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Fourth Note Purchase Agreement]


Cyrus Aviation Partners III, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Authorized Signatory

Address:
c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention:		Chief Operating Officer or General Counsel

[Signature Page to Amendment No. 1 to Fourth Note Purchase Agreement]

EX-10.37 6 d761206dex1037.htm EX-10.37 EX-10.37

Exhibit 10.37

FIFTH NOTE PURCHASE AGREEMENT

BY AND AMONG

VIRGIN AMERICA INC.,

VIRGIN MANAGEMENT LIMITED,

THE OTHER LENDERS NAMED HEREIN,

AND

BANK OF UTAH, AS COLLATERAL AGENT

FIFTH NOTE PURCHASE AGREEMENT

This FIFTH NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 10, 2013, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), Virgin America Inc., a Delaware corporation (the “Issuer”), and Bank of Utah, a Utah corporation (the “Collateral Agent”, and together with VML, the Cyrus Parties, the Issuer and any other Person that may become a Lender, the “Parties”).

WHEREAS, each of the Issuer, VML and VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”) are parties to that certain Second Amended and Restated Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Second Amended and Restated Note Purchase Agreement, dated as of the date hereof (as amended, the “Original Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $140,000,000 (the “Original Notes”);

WHEREAS, in connection with the Original Note Purchase Agreement, the Issuer has executed an Amended and Restated Security Agreement, dated as of December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Original Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Original Note Purchase Agreement;

WHEREAS, each of the Issuer, VML, VAHG and certain investment funds listed on Schedule I to the Additional Note Purchase Agreement (as defined below) are parties to that certain Second Amended and Restated Additional Note Purchase Agreement, dated as of December 9, 2011, , as amended by that Amendment No. 1 to Second Amended and Restated Additional Note Purchase Agreement, dated as of the date hereof (as amended, the “Additional Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in an aggregate principal amount of $88,000,000 (the “Additional Notes”);

WHEREAS, in connection with the Additional Note Purchase Agreement, the Issuer has executed an Amended and Restated Additional Security Agreement, dated as of December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Additional Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Additional Note Purchase Agreement;

WHEREAS, each of the Issuer, VML, VAHG and certain investment funds listed on Schedule I to the Third Note Purchase Agreement (as defined below) are parties to that certain Amended and Restated Third Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Amended and Restated Third Note Purchase Agreement, dated as of the date hereof (as amended, the “Third Note Purchase Agreement”), pursuant to which the Issuer has issued to the lenders thereunder notes in the aggregate principal amount of $68,400,000 (the “Third Notes”);

WHEREAS, in connection with the Third Note Purchase Agreement, the Issuer has executed an Amended and Restated Third Security Agreement, dated as of December 9, 2011 (as amended to date and as may be further amended, restated or supplemented from time to time, the “Third Security Agreement”), pursuant to which the Issuer has granted a security interest in certain of its assets for the benefit of the lenders under the Third Note Purchase Agreement;

WHEREAS, each of the Issuer, VML, certain investment funds listed on Schedule I to the Fourth Note Purchase Agreement (as defined below) are parties to that certain Fourth Note Purchase Agreement, dated as of December 9, 2011, as amended by that Amendment No. 1 to Fourth Note Purchase Agreement, dated as of the date hereof (as amended, the “Fourth Note Purchase Agreement”), pursuant to which the Issuer has issued to lenders thereunder notes in the aggregate principal amount of $150,000,000 (the “Fourth Notes”);

WHEREAS, the Issuer has authorized the issuance and sale, in each case, subject to the terms and conditions set forth herein, to VML and the Cyrus Parties of an aggregate principal amount of up to $75,000,000 in notes, in the form of Exhibit A hereto (collectively, the “Notes”);

WHEREAS, VML and the Cyrus Parties desire to purchase the Notes, subject to the terms and conditions set forth herein;

WHEREAS, as consideration for VML’s and the Cyrus Parties’ entry into this Agreement, the Issuer has executed a Fifth Security Agreement, dated as of the date hereof (the “Fifth Security Agreement”, and together with the Original Security Agreement, the Additional Security Agreement, the Third Security Agreement and the Fourth Security Agreement, as each may be amended and/or restated from time to time, the “Security Agreements”), pursuant to which the Issuer has granted a security interest in certain assets for the benefit of the Lenders; and

WHEREAS, as further consideration for VML’s and the Cyrus Parties’ entry into this Agreement, (i) the Issuer and VML have entered into that certain Seventh Closing Virgin Warrant Agreement, dated as of the date hereof, providing for the issuance to VML of warrants to purchase shares of the Issuer’s non-voting Class C common stock, par value $0.01 per share (the “Class C Common Stock”) on the terms and conditions set forth in such warrant agreement, and (ii) the Issuer and the Cyrus Parties have entered into that certain Seventh Closing Cyrus Warrant Agreement, dated as of the date hereof, providing for the issuance to the Cyrus Parties of warrants to purchase shares of Class C Common Stock on the terms and conditions set forth in such warrant agreements.


Bank: ##############
Address: ##############
##############

Bank Transit No. (ABA):		#########
Bank Swift No.:		########
Beneficiary:		Virgin America, Inc.
Beneficiary Account:		##########

2. Use of Proceeds. The Issuer shall use the proceeds received from the issuance of the Notes for general corporate purposes.

3. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to VML and the Cyrus Parties as of the Issuance Date as follows:

3.1 Organization, Good Standing and Qualifications; Subsidiaries.

a) The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

c) The Issuer has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and to issue and sell the Notes.

d) The Issuer has no Subsidiaries, or any debt or equity investment in any other Person (other than the Issuer holding a $3 million note issued by VX Employee Holdings, LLC).

3.2 Authorization; Binding Obligations. All corporate action on the part of the Issuer necessary for the execution and delivery of this Agreement, the Fifth Security Agreement and the Notes, the performance of all obligations of the Issuer under this Agreement, the Fifth Security Agreement and the Notes and the authorization, sale, issuance and delivery of the Notes has been taken. Upon its execution and delivery, assuming the due execution and delivery by the other parties hereto, each of this Agreement and the Fifth Security Agreement will be a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and general principles of equity that restrict the availability of equitable remedies.

3.3 No Conflicts. Assuming all consents, waivers, approvals, authorizations, orders, permits, declarations, filings, registrations and notifications and other actions set forth in Section 3.4 have been obtained or made, the execution and delivery of this Agreement, the Fifth Security Agreement and the Notes by the Issuer, the performance by the Issuer of its obligations under this Agreement, the Fifth Security Agreement and the Notes, and the consummation by the Issuer of the transactions contemplated by this Agreement and the Fifth Security Agreement, does not conflict with or result in a violation of the Organizational Documents; conflict with or result in a violation of any Governmental Authorization or law applicable to the Issuer or its assets or properties or result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a breach or default) under, or give rise to any rights of termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, or result in the creation of any Lien on any of the assets or properties of the Issuer pursuant to, any Contract to which the Issuer is a party, or by which any of the assets or properties of the Issuer is bound or affected, except for such Liens that do not and would not materially interfere with the use of such assets or properties.

3.4 Consents. Except for any notification requirement, if any, required by the DOT, no consent, waiver, approval, authorization, order or permit of, or declaration, filing or registration with, or notification to, any Governmental Authority or other Person is required to be made or obtained by the Issuer in connection with the execution and delivery of this Agreement or the Notes by the Issuer, the performance by the Issuer of its obligations under the Agreement or the Notes, or the consummation by the Issuer of the transactions contemplated by this Agreement, including any filings as may be required under applicable federal and state securities or “blue sky” Laws.

4.1 Requisite Power and Authority. Such Party has all necessary power and authority under all applicable Laws and its formation or other governing documents to execute and deliver this Agreement and to perform its obligations under this Agreement. All limited liability company or limited partnership actions, as applicable, on such Party’s part required for the execution and delivery of this Agreement and the performance of all obligations of such Party under this Agreement, have been taken. Upon its execution and delivery, assuming the due execution and delivery by the other Parties thereto, this Agreement will be a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and as limited by general principles of equity that restrict the availability of equitable remedies.

d) Accredited Investor. Such Party represents that it is an accredited investor within the meaning of Regulation D under the Securities Act.

5. Description of Notes. The Notes shall bear interest from April 8, 2013 at the rate of 17% per annum; provided, however, that in the event that the Issuer defaults in any payment of interest or principal on any Note when the same becomes due and payable, the portion of the principal or interest for which interest has not been paid when due or such portion of the principal or interest which has not been paid when due shall bear interest at the rate of 22% per annum. Interest shall accrue on the principal amount of the Notes on a daily basis until such time as the principal amount is paid off in full in cash in accordance with the terms of this Agreement. Interest on each Note shall be compounded annually on each anniversary of the applicable Issuance Date for such Note and, except as otherwise provided in this Agreement, shall be added at such time to, and thereafter be a part of and treated as principal of the applicable Notes (regardless of whether evidenced by a Note). The unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of this Agreement, and (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earlier to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed, including the first day but excluding the payment date.

6. Reserved.

7. Payment Provisions.

7.1 Payments on the Notes. The Issuer shall make payments of principal of and interest on the Notes when due; provided that prior to the Maturity Date, interest shall not be due and payable, rather interest shall accrue on the principal amount of the Notes until such time as the principal amount is paid off in accordance with the terms of this Agreement. Interest shall be compounded annually on each anniversary of the Issuance Date and shall be added at such time to, and thereafter be a part of and treated as principal of, the applicable Notes (regardless of whether evidenced by a Note) (“PIK Interest”) and shall be payable on the Maturity Date.

redeem the principal and interest of the Notes pro rata among all Lenders in accordance with each Lender’s pro rata share of the aggregate outstanding principal or interest amount, as applicable, of the Notes; and (ii) the Issuer may not redeem any principal on any Notes unless it first redeems all of the PIK Interest on all Notes.

8. Default. An event of default occurs upon the occurrence of any of the following events (each, an “Event of Default”):

8.1 The Issuer defaults in any payment of interest on any Note when the same becomes due and payable, and such default continues for 20 days.

8.2 The Issuer (1) defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, redemption by acceleration or otherwise, or (2) fails to redeem or purchase any Note pursuant to any provision of this Agreement when required and, in the case of (1) or (2), such default continues for 20 days.

8.3(a) The Issuer fails to comply with any of its covenants or agreements in this Agreement (other than those referred to in Section 8.1 above, Section 8.2 above or Section 8.3(b) below), the Fifth Security Agreement and, in each case, such failure continues for 30 days (or, in the case of the failure of the security interest created under the Fifth Security Agreement to be perfected (pursuant to the action or inaction of the Issuer), five (5) days) after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured; (b) the Issuer fails to comply with Section 12 of this Agreement and such failure continues for 30 days after written notice specifying the nature of the default given by a Lender of any Note and requesting that such default be cured; or (c) the Issuer fails to comply with any of its covenants or agreements in the Intercreditor Agreement and such failure continues for 10 days after written notice specifying the nature of the default given by Collateral Agent acting at the direction of the Majority Lenders or a Lender of any Note and requesting that such default be cured.

a) commences a voluntary case;

b) consents to the entry of an order for relief against it in an involuntary case;

c) consents to the appointment of a custodian of it or for any substantial part of its property; or

d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency.

8.5 A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

a) is for relief against the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary in an involuntary case;

c) orders the winding up or liquidation of the Issuer or any of its Significant Subsidiaries or any group of Subsidiaries that in the aggregate would constitute a Significant Subsidiary; or any similar relief is granted under any foreign laws in any of the foregoing cases and the order, decree or relief remains unstayed and in effect for 60 consecutive days.

8.6 The withdrawal or suspension by the DOT of the DOT Certificate.

8.7 The occurrence of any “Event of Default” pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement; provided, however, that the occurrence of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9 of each of the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement shall only be deemed to be an Event of Default hereunder if the “Majority Lenders” under the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement and/or the Fourth Note Purchase Agreement, as applicable, demand that the Issuer’s monetary obligations pursuant to the Original Note Purchase Agreement, the Additional Note Purchase Agreement, the Third Note Purchase Agreement or Fourth Note Purchase Agreement, as applicable, become due and payable.

8.8 The occurrence of any Lessor Default Termination Election.

If any Event of Default (other than an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6) occurs and is continuing, any Lender may declare all the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement to be due and payable immediately and the obligation to purchase Notes shall terminate; provided, however, that in the case of an Event of Default listed in Section 8.3(b), Section 8.8 or Section 8.9, the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes issued under this Agreement shall be due and payable, only upon the written demand of the Majority Lenders. Upon any such declaration or demand, such principal, premium, if any, interest and other monetary obligations shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in Section 8.4, Section 8.5 or Section 8.6 hereof occurs, all outstanding principal, premium, if any, interest and any other monetary obligations of such Notes shall be due and payable immediately without further action or notice.

If an Event of Default occurs and is continuing, (a) the Lenders may pursue any available remedy to collect the payment of principal and interest on the Notes or to enforce the performance of any provision of the Notes or this Agreement, and (b) all payments or proceeds received by Collateral Agent in respect of any Obligations shall be applied in accordance with the application arrangements described in Section 5.3 of the Fifth Security Agreement. The Issuer shall notify each Lender in writing within two days of the occurrence of an Event of Default.

11.	Transfer Restrictions; Assignment.

11.4 Subject to the foregoing, any transferee that receives any interest in a Note pursuant to this Section 11 shall agree in writing with the parties hereto to be bound by, and to comply with, all applicable provisions of the Note and this Agreement in respect of the Note and such transferee shall thereafter be deemed to be a “Lender” for all purposes herein. If any interest in a Note is Transferred in compliance with this Section 11, such Note shall be cancelled and the Issuer shall execute and deliver a new note (in substantially the form of such Transferred Note) to each Person to whom an interest in such Note has been Transferred (and to the Transferring holder if such holder retains an interest in such holder’s Note) in an aggregate principal amount equal to such Person’s interest in such Note. This Agreement and any rights or obligations hereunder shall not be assigned or delegated to any Person except in accordance with this Section 11, and any such assignment or delegation not in compliance with the foregoing shall be null and void.

12. No New Senior Indebtedness. The Issuer may not issue or incur any Senior Indebtedness after the date hereof unless (i) the Issuer uses the full proceeds of such additional Senior Indebtedness to redeem the Notes in accordance with the redemption mechanism set forth in Section 7.3 above (or Original Notes, Additional Notes, Third Notes or Fourth Notes outstanding in accordance with the respective redemption mechanisms under the Original Note Purchase Agreement, Additional Note Purchase Agreement, Third Note Purchase Agreement or Fourth Note Purchase Agreement, as applicable), or (ii) the Majority Lenders consent to such additional Senior Indebtedness. For clarity, this Section 12 applies only to Senior Indebtedness and shall not restrict or prohibit Issuer from incurring any Indebtedness that is not Senior Indebtedness.

13. Security Interest.

13.1 Security Agreement. Pursuant to the terms of the Fifth Security Agreement, the Issuer has granted a security interest to the Collateral Agent, for the benefit of the Lenders in certain of the Issuer’s assets (the “Collateral”) on the terms set forth in the Fifth Security

Agreement. The security interest will terminate upon repayment in full in cash of the Obligations. The Issuer represents and warrants to VML and the Cyrus Parties that the Collateral Agent (subject to applicable Uniform Commercial Code or federal law filing requirements) has a first-priority security interest in the Collateral, subject to the limitations set forth in the Fifth Security Agreement, and except for the security interest granted to the Collateral Agent pursuant to the other Security Agreements and the other Liens permitted to exist on the Collateral under the Security Agreements, the Issuer owns each item of the Collateral free and clear of any and all Liens or claims of others. The Issuer acknowledges that Lenders are specifically relying on the representation and warranty in this Section 13 and the representations and warranties in the Fifth Security Agreement in making the purchases of Notes required under this Agreement.

13.2 Collateral Agent Appointment. The Lenders hereby irrevocably appoint the Collateral Agent to act as the agent of each Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Issuer under and in accordance with the terms of the Fifth Security Agreement, together with such powers and discretion as are reasonably incidental thereto. The Collateral Agent for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Fifth Security Agreement, or for exercising any rights and remedies thereunder in accordance with the terms thereof, shall be entitled to the benefits of Section 17.5, as set forth in full herein with respect thereto.

14. Reserved.

15. Notices. The Issuer shall promptly provide the Lenders with written notice of any comments on or with respect to this Agreement, the Fifth Security Agreement or any Note, received from the DOT.

16. Certain Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Bylaws” means the Fourth Amended and Restated By-Laws of the Issuer, as may be amended from time to time.

“Carola” means Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands.

“Charter” means the Eighth Amended and Restated Certificate of Incorporation of the Issuer, as may be amended, restated or otherwise modified from time to time.

“Collateral” has the meaning set forth in the Fifth Security Agreement.

“Control” (including the terms “controlled by” and “under common control with” means Control as defined in Rule 12b-2 under the Exchange Act.

“DOT Certificate” means the certificate of public convenience and necessity issued by the DOT under 49 U.S.C. §41102.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Group” has the meaning set forth in Section 13(d)(3) of the Exchange Act.

“Indebtedness” means with respect to any Person, (i) indebtedness for borrowed money, including without limitation, the outstanding principal balance of all loans and advances made to such Person by any Affiliate of such Person, (ii) reimbursement obligations, contingent or otherwise, with respect to letters of credit or bankers acceptances issued for the account of such Person, (iii) obligations evidenced by bonds, debentures, notes or other similar instruments, (iv) obligations which have been incurred in connection with the acquisition of property or services (including, without limitation, obligations to pay the deferred purchase price of property or services), excluding trade payables and accrued expenses incurred in the ordinary course of business, (v) any leases which shall have been or should be, in accordance with GAAP, recorded as capital leases, (vi) all indebtedness, obligations or other liabilities in respect of any Interest Rate Agreement (marked to market by reasonably estimating the present termination cost to such Person of each such Interest Rate Agreement and including the net liability of such Person with respect thereto, but excluding any net receivable with respect thereto) and (vii) all indebtedness of another Person described in (i) through (vi) above which is secured by a Lien on any property of the subject Person; provided, however, that the amount outstanding at any time of any indebtedness issued with original issue discount is the principal amount of such indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP, and that “Indebtedness” shall not include any liability for federal, state, local or other taxes. Notwithstanding the foregoing, guarantees of (or obligations with respect to letter of credit supporting) Indebtedness otherwise included in the determination of such amount shall not be included.

“Institutional U.S. Investor” means Cyrus Aviation Partners II, L.P., a Delaware limited partnership.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, by and among the Issuer, the Collateral Agent, the investment funds signatory thereto for which Cyrus Capital Partners, L.P. acts as investment manager, VML, and VAHG.

“Issuance Date” means the date of this Agreement.

“Lenders” means VML, the Cyrus Parties and any other Person to whom Notes have been Transferred.

“MBO Investors” means David Cush, Donald Carty, Ana Carty, Samuel Skinner, Robert Nickell, Scott Freidheim and Cyrus Freidheim, collectively.

“Obligations” means the collective reference to the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Issuer (including, without limitation, interest accruing at the then applicable rate provided in the applicable Note after the maturity of the Notes and interest accruing at the then applicable rate provided in the applicable Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Lenders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Notes, this Agreement, the Fifth Security Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Lenders and the Collateral Agent that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements).

“Organizational Documents” means the Charter or the Bylaws.

“Permitted Transferee” means, with respect to any Lender, (i) any Affiliate of such Lender (including any Affiliate pursuant to a reorganization, recapitalization or other restructuring of such Person); (ii) any other Lender; (iii) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any individual who is a Permitted Transferee; (iv) for estate planning purposes, any trust, the beneficiaries of which include only (A) individuals who are Permitted Transferees referred to in clauses (i) or (iii) and (B) parents, spouses and lineal descendants of individuals who are Permitted Transferees referred to in clause (i). Additionally, the term “Permitted Transferee” shall also include with respect to VML (i) Sir Richard Branson together with the trustees of any settlement created by him; (ii) any spouse of Sir Richard Branson, or any child or remoter issue of his grandparents or any spouse of such child or issue; (iii) the trustee or trustees for the time being of any settlement made by any person mentioned in (ii); (iv) any personal representative of Sir Richard Branson or any of the persons referred to in (ii); (v) any undertaking (as defined in section 259 of the United Kingdom Companies Act 1985) in any jurisdiction or other entity in which any person specified in (i) to (iv) himself or together with any other person mentioned in (i) to (iv) inclusive holds (directly or indirectly) more than 20% of the shares (as defined in section 259 of the United Kingdom Companies Act 1985) or otherwise has control (as defined in Section 416 of the United Kingdom Income and Corporation Taxes Act 1988); and any person acting as bare nominee for an individual or any of the persons referred to in (i) to (v). Additionally, the term “Permitted Transferee” shall also include with respect to any of the Cyrus Parties, any investment fund or other investment vehicle advised by Cyrus Capital Partners, L.P. or any of its Affiliates.

“Securities Act” means the U.S. Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder (or under any successor statute).

“Senior Indebtedness” means all Indebtedness of the Issuer including principal, rent, interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer regardless of whether post-filing interest is allowed in such proceeding) thereon, and fees and other amounts owing in respect thereof, including for damages, whenever Incurred, to the extent that in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such Indebtedness is senior in right of payment to junior or subordinated Indebtedness of the Issuer, including the Notes; provided, that Senior Indebtedness shall not include (1) any obligation of the Issuer to any Subsidiary, (2) any liability for federal, state, local or other taxes owed or owing by the Issuer, (3) any obligations with respect to any Capital Stock of the Issuer, (4) any Indebtedness Incurred in violation of the Notes or this Agreement, or (5) any accounts payable or other liabilities incurred in the ordinary course of business to trade creditors (including guarantees thereof or instruments evidencing such liabilities).

“Significant Subsidiary” means a Subsidiary that would be a “Significant Subsidiary” of a company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stockholders Agreement” means the Sixth Amended and Restated Stockholders Agreement, dated as of the date hereof, as may be amended, restated or otherwise modified from time to time, among the Issuer, VX Holdings, L.P., the Institutional U.S. Investor, the MBO Investors, VAI and the VAI Members.

“VAI” means VAI Partners LLC, a Delaware limited liability company.

17. Miscellaneous Provisions.

17.1 No Oral Modifications. None of this Agreement, the Fifth Security Agreement, or any term of the Notes, or the Covenant Agreement may be changed, waived, discharged or terminated orally, but may only be amended, waived or modified by an instrument in writing signed by the Issuer and each of the Lenders.

17.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

17.3 Governing Law Jurisdiction Jury Trial Waiver. This Agreement and the Notes shall be governed by and construed in accordance with the laws of the State of New York. Each party to this Agreement and the Notes hereby irrevocably and unconditionally, with respect to any matter or dispute arising under, or in connection with, this Agreement and the Notes: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or the Notes, as applicable, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof (and covenants not to commence any legal action or proceeding in any other venue or jurisdiction), (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that (a) service of process in any such action will be in accordance with the laws of the State of New York (and (x) with respect to VML, that service of process upon Virgin Management USA, Inc., in accordance with the laws of the State of New York shall be effective service of process upon VML, and (y) with respect to any Cyrus Party, that service of process upon Cyrus Capital Partners, L.P., in accordance with the laws of the State of New York shall be effective service of process upon such Cyrus Party) and (b) delivery of service of process pursuant to Section 10 shall be effective service of process; (iv) waives in connection with any such action any and all rights to a jury trial; and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

17.4 Recourse. Recourse under this Agreement and the Notes shall be to the assets of the Issuer only and in no event to the officers, directors or stockholders of the Issuer.

Notes made hereunder, including all such legal expenses incurred during any workout, restructuring or negotiation in respect of such Notes, or any foreclosure on or other disposition or use of Collateral, and (e) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee; provided, further, that such losses, claims, damages or liabilities shall not include declines in value of the Notes.

17.10 Intercreditor Agreement. Notwithstanding anything to the contrary contained herein, if the Intercreditor Agreement shall remain outstanding, the rights granted to the Lenders hereunder, the lien and security interest granted to the Collateral Agent pursuant to the Fifth Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder or thereunder shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Collateral Agent hereunder shall be exercised by the Collateral Agent, and no direction shall be given by the Collateral Agent, in contravention of the Intercreditor Agreement.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, each of the Parties has caused this Fifth Note Purchase Agreement to be executed in its name by their duly authorized officers as of the date set forth in the first paragraph hereof.


VIRGIN MANAGEMENT LIMITED

By:		/s/ Ian Woods
Name:		Ian Woods
Title:		Director

Address:
The School House
50 Brook Green
London W6 7RR
United Kingdom
Facsimile: +## ###-###-####
Attention: General Counsel

with a copy to:

Virgin Management USA, Inc.
65 Bleecker Street, 6^th Floor
New York, NY 10012
Facsimile: (###) ###-####
Attention: General Counsel

[Signature Page to Fifth Note Purchase Agreement]


CYRUS OPPORTUNITIES MASTER FUND II, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Fifth Note Purchase Agreement]


CYR FUND, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CRESCENT 1, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Fifth Note Purchase Agreement]


CYRUS AVIATION PARTNERS IV, L.P.

By:		Cyrus Capital Partners, L.P., Its Investment Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

CM FINANCE LLC

By:		CM Investment Partners, LP, Manager

By:		/s/ Stephen C. Freidheim
Name:		Stephen C. Freidheim
Title:		Managing Partner

Address:

c/o Cyrus Capital Partners, L.P.
399 Park Avenue, 39^th Floor
New York, NY 10022
Facsimile (###) ###-####
Attention: Chief Operating Officer or General Counsel

[Signature Page to Fifth Note Purchase Agreement]


VIRGIN AMERICA INC.

By:		/s/ Peter D. Hunt
Name:		Peter D. Hunt
Title:		SVP & Chief Financial Officer

Address:
555 Airport Blvd.
Burlingame, CA 94010
Facsimile (###) ###-####
Attention: General Counsel

[Signature Page to Fifth Note Purchase Agreement]


BANK OF UTAH

By:		/s/ Michael Hoggan
Name:		Michael Hoggan
Title:		Vice President

Address:
200 E. South Temple, Suite 210
Salt Lake City, UT 84111
Facsimile (###) ###-####
Attention: Counsel

[Signature Page to Fifth Note Purchase Agreement]

Schedule I

Principal Amount of Notes


Lender	Principal Amount of Notes
Virgin Management Limited	$	37,500,000

Cyrus Opportunities Master Fund II, Ltd.	$	9,339,579
Cyrus Aviation Partners IV, L.P.	$	23,160,421
CM Finance LLC	$	5,000,000

Subtotal of Fifth Cyrus Parties	$	37,500,000

Total Principal Amount of Notes	$	75,000,000

I-1

Schedule II

Leases

[Provided separately.]

II-1

EXHIBIT A

VIRGIN AMERICA INC.

17.00% NOTE DUE JUNE 9, 2016


$		, 20

VIRGIN AMERICA INC., a Delaware corporation (the “Issuer”), for value received hereby promises to pay to (the “Holder”) the principal amount of ($ ), together with interest on the unpaid principal balance from April 8, 2013 at the rate of 17% per annum, subject to adjustment. Interest shall accrue on the principal amount of the Notes pursuant to the terms of Section 7.1 of the Fifth Note Purchase Agreement, dated as of [ ] [ ], 2013, among the Issuer and the other parties named therein (as may be amended, supplemented, restated or otherwise modified from time to time, the “Note Purchase Agreement”). Such increases in the outstanding principal amount of this Note and any decreases pursuant to the provisions of Section 7 of the Note Purchase Agreement shall be reflected on Schedule I hereto. Unpaid principal and accrued interest shall be due and payable in cash on the earliest of (a) June 9, 2016, (b) the Redemption Date, with respect to all or any portion of the Notes required to be redeemed on such date in accordance with the terms of the Note Purchase Agreement, (c) the occurrence of an Event of Default (provided, however, that in the case of an Event of Default listed in Sections 8.3(b), 8.8 or 8.9 of the Note Purchase Agreement, the unpaid principal and accrued interest shall be due and payable only upon the written demand of the Majority Lenders) (the earliest to occur of (a)-(c), the “Maturity Date”). Interest shall be determined in all instances based upon a 365-day year (or 366 days in the case of a leap year) and the actual number of days elapsed including the first day but excluding the payment date.

A-1

therein. Reference is hereby made to the Note Purchase Agreement for a statement of such rights and benefits. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Note Purchase Agreement.

[remainder of page left intentionally blank]

A-2

[signature page follows]

A-3

IN WITNESS WHEREOF, the Issuer has caused this Note to be executed in its name by its duly authorized officer as of the date set forth above.


VIRGIN AMERICA INC.

By:

Name:

Title:

A-4

SCHEDULE I to Exhibit A

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Note shall be $ . The following decreases/increases in the principal amount of this Note have been made:


Date of Decrease Increase	Decrease in Principal Amount Due on the Maturity Date	Increase in Principal Amount Due on the Maturity Date	Total Principal Amount Due on the Maturity Date Following such Decrease/Increase	Notation Made by or on behalf of Holder

A-5

EX-10.38 7 d761206dex1038.htm EX-10.38 EX-10.38

Exhibit 10.38

AMENDED AND RESTATED

SECOND CLOSING WARRANT AGREEMENT

Dated as of January 12, 2010

among

VIRGIN AMERICA INC.,

CAROLA HOLDINGS LIMITED

and

VAI MANAGEMENT, LLC

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

WHEREAS, on May 31, 2007, the Company, Carola and VAM Partners, LLC, a Delaware limited liability company (“VAM”) entered into that certain Warrant Agreement (the “Prior Agreement”);

WHEREAS, pursuant to the Assignment and Transfer Agreement, dated as of the date hereof, among the Company, Carola, VML, Investor, Investor Managing Member, VAM and the other parties named therein, VAM agreed to assign and transfer to Investor Managing Member all of the warrants issued to it by the Company pursuant to the Prior Agreement and transfer its rights and obligations under the Prior Agreement, and Investor Managing Member accepted such assignment and transfer;

WHEREAS, the Company, Carola and Investor Managing Member desire to make certain other clarifications to the Prior Agreement and agree to amend, restate and supersede the Prior Agreement as set forth in this Agreement; and

WHEREAS, the warrants issued under the Prior Agreement shall be governed by this Agreement, effective as of May 31, 2007.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company granted on the Second Closing Date (as defined in the Subscription Agreement) to VAM (as predecessor in interest to the Investor Managing Member) warrants (the “Class A Warrants”) which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 292,982 shares, (such shares, together with the shares purchasable by Virgin pursuant to Section 1(b) below, subject to adjustment as provided in Section 7, the “Class A Warrant Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Common Stock”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 (the “Class A Exercise Price”), all subject to the terms and upon the conditions set forth herein.

(b) The Company granted on the Second Closing Date to Virgin Class A Warrants which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 32,553 shares of Class A Common Stock, at the Class A Exercise Price, all subject to the terms and upon the conditions set forth herein.

(c) The Company granted on the Second Closing Date to Virgin warrants (the “Class C-1 Warrants”) which shall entitle the registered holder thereof to purchase from the Company, subject to Section 3(b) below, until 5:00 P.M., New York time, on the thirteen-year anniversary of the Second Closing Date (the “Initial Expiration Date”) 4,344,043 shares (the “Class C-1 Warrant Shares”) of Class C Common Stock, par value $.01 per share, of the Company (“Class C Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at the exercise price of (1) if paid in cash, $13.50 per share, subject to adjustment as provided in Section 7 or (2) if paid through amounts received by the warrantholder upon the contemporaneous redemption of Subordinated Notes (as defined in the Subscription Agreement), the sum of (x) $13.50 per share and (y) the aggregate amount of all paid-in-kind interest, including any paid-in-kind interest added to the outstanding principal amount of the Subordinated Notes, paid on the Subordinated Notes and all previously accrued but unpaid interest on the Subordinated Notes paid out in connection with such redemption divided by the aggregate number of Class C-1 Warrant Shares being purchased on any particular exercise of Class C-1 Warrants (such amount in (1) or (2), as applicable, the “Class C-1 Exercise Price”), all subject to the terms and upon the conditions set forth herein; provided, however, that if within 10 days of the Initial Expiration Date any of the Class C-1 Warrants are unexercisable due to the Foreign Ownership Limitations (as defined below), the Company may elect to, by no later than 5 days prior to the Initial Expiration Date, extend the maturity date (and shall promptly (and in no event later than the Initial Expiration Date) notify the holders of the Class C-1 Warrants with respect thereto) to a date on which the Company reasonably believes that the Class C-1 Warrants may be exercised in full (the Initial Expiration Date or such extended maturity date, as applicable, the “Expiration Date”). Notwithstanding anything herein to the contrary, each Class C-1 Warrant not exercised or deemed exercised on or prior to the earlier of (A) the Expiration Date or (B) the completion of a Company Sale Redemption (as defined in the Subordinated Note Agreement, dated as of May 31, 2007, between the Company and Virgin (as amended, the “Subordinated Note Agreement”)) shall become invalid and all rights thereunder, and all rights in respect thereof under this Agreement, shall cease as of that time.

(d) The Company granted on the Second Closing Date to Virgin warrants (the “Class C-2 Warrants” and, together with the Class A Warrants and the Class C-1 Warrants, the “Warrants”) which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 1,346,065 shares (the “Class C-2 Warrant Shares” and, together with the Class A Warrant Shares and the Class C-1 Warrant Shares, the “Warrant Shares”) of Class C Common Stock at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 (the “Class C-2 Exercise Price” and, together with the Class A Exercise Price and the Class C-1 Exercise Price, the “Exercise Price”), all subject to the terms and upon the conditions set forth herein.

2. Warrant Certificates.

(a) The Class A Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Class A Warrant Certificates”) in the forms set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

(b) The Class C-1 Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Class C-1 Warrant Certificates”) in the form set forth in Exhibit B hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

(c) The Class C-2 Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Class C-2 Warrant Certificates”) in the form set forth in Exhibit C hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

3. Exercise Period.

(a) The Class A Warrants and the Class C-2 Warrants shall be exercisable upon the earlier to occur of (i) a Qualified Public Offering (as defined in the Third Amended and Restated Stockholders Agreement, dated as of the date hereof, as may be amended, restated or superseded from time to time (the “Stockholders’ Agreement”), among the Company, Virgin, the Investor, Investor Managing Member and the other parties named therein and (ii) the third anniversary of the Second Closing Date; provided, however, that neither the Class A Warrants nor the Class C-2 Warrants shall be exercisable until the earlier to occur of the (x) permissibility of such exercise under the United States federal statutory and/or regulatory restrictions with respect to the ownership and control of U.S. airlines by non-United States Citizens (the “Foreign Ownership Limitations”) or (y) the transfer of such warrants in accordance with the terms of the Stockholders’ Agreement to any holder who is a Citizen of the United States (a “U.S. Citizen”) as defined in Section 40102(a)(15) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation, as interpreted by the United States Department of Transportation (the “DOT’) or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent.

(b) The Class C-1 Warrants shall not be exercisable until the earlier to occur of the (x) permissibility of such exercise under the Foreign Ownership Limitations or (y) the transfer of such warrants in accordance with the terms of the Stockholders’ Agreement to any holder who is a U.S. Citizen; provided, however, that transfer of such warrants to a holder who is a U.S. Citizen shall not be permitted unless simultaneously with such transfer the transferor also transfers Subordinated Notes with an aggregate principal amount equal to the aggregate exercise price of all Class C-1 Warrants subject to such transfer. Notwithstanding anything herein to the contrary but subject to compliance with clause (x) in the preceding sentence, upon the conversion of any shares of Preferred Stock to Class A Common Stock, the holder(s) of the Class C-1 Warrants shall be required to exercise Class C-1 Warrants and to purchase, in the aggregate, that number of Class C-1 Warrant Shares equal to the number of shares of Class A Common Stock issuable upon conversion of such shares of Preferred Stock (not to exceed the number of shares issuable upon exercise of all the Class C-1 Warrants). The obligations of each holder of Class C-1 Warrants to purchase Class C-1 Warrant Shares pursuant to the previous sentence shall be allocated pro rata based on the number of Class C-1 Warrant Shares underlying each holder’s respective Class C-1 Warrants immediately prior to such exercise.

4. Exercise of Warrant.

(a) General. Subject to the provisions of this Agreement, upon surrender to the Company at its principal office of a Warrant Certificate with the Form of Election to Purchase substantially in the form attached hereto as Annex II duly executed, together with payment in accordance with Section 4(b) of the applicable Exercise Price then in effect, the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the surrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Notwithstanding anything to the contrary contained in this Section 4(a), in the event that the registered holder of a Warrant Certificate fails to surrender such holder’s Warrant Certificates and annexed Form of Election to Purchase prior to the Expiration Date (if any) such holder shall be deemed to have surrendered such Warrant Certificates immediately prior to 5:00 P.M., New York time, on the Expiration Date (if any) together with an election to have the payment of the corresponding Exercise Price made in accordance with Section 4(b), the Company shall issue and deliver promptly to such registered holder, a certificate or certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder.

(b) Payment. Payment of the applicable Exercise Price shall be made (i) with respect to the Class A Warrants and the Class C-2 Warrants, in cash and (ii) with respect to the Class C-1 Warrants, (A) by applying a corresponding principal amount, including any paid-in-kind interest added to the outstanding principal amount of the Subordinated Notes, and all accrued but unpaid interest on the Subordinated Notes issued pursuant to the Subordinated Note Agreement, to the extent permitted by the terms of the Subordinated Notes, held by any holder (regardless of whether such amount is then due or whether such Subordinated Note is then redeemable) and (B) in cash, if and to the extent that the amount of principal, including any paid-in-kind interest added to the outstanding principal amount of the Subordinated Notes, and all accrued but unpaid interest on the Subordinated Notes is insufficient to pay the full amount of the Exercise Price.

(c) Exercise in Whole or in Part. The purchase rights evidenced by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, in whole or in part. If less than all of the Warrant Shares purchasable under any Warrant Certificate are purchased, the Company shall cancel such Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number of Warrant Shares purchasable thereunder.

(d) Fractional Shares. No fractional shares of Common Stock shall be issued upon exercise of any Warrants. Instead the Company shall round the results of an exercise down to the nearest full share of Common Stock and pay the warrant holder an amount in cash equal to the amount of the fractional share not issued multiplied by the Exercise Price per share.

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

(f) DOT Notification. The Company will provide the DOT with notice whenever the Warrants are exercised by a person who is not a U.S. Citizen.

5. Restrictions on Transfer.

(a) Warrant Register. The Company shall maintain at its principal office a Warrant Register for registration of Warrant Certificates and transfers thereof. The Company shall initially register the outstanding Warrants in the name of the Initial Holders. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(b) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares (x) which may be purchased upon exercise of a Warrant are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holders of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act,

(B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(b), if required, whereupon, but only if such transfer is not restricted pursuant to the Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(b) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

6. Listing on Securities Exchanges. If the Common Stock is listed on a stock exchange or quoted on the Nasdaq Global Market, the Company will use its reasonable efforts to procure at its sole expense the listing of all Warrant Shares (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed, or the quotation of the Warrant Shares on the Nasdaq Global Market, as the case may be, and maintain the listing or quotation of such shares and other securities after issuance.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Second Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class A Common Stock and the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued under the Subscription Agreement.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

then the number of shares of Common Stock issuable upon exercise of each Warrant immediately prior to such action shall be proportionately adjusted so that the holder of any Warrant thereafter exercised shall receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if such Warrant had been exercised immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be adjusted in accordance with the formula:


		N¹ = N x		O + A
		N¹ = N x		O + (A x P/M)

where:

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.

(c) Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


		N' = N x		M
		N' = N x		M - F

where:


N'	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be adjusted in accordance with the formula:


		N' = N x		A
		N' = N x		O + P/M

where:


N'	=	the adjusted number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights, options or warrants issued to the holders of Common Stock,

(iii)

Common Stock (and options exercisable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or stock option plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 7(d), and

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall be adjusted in accordance with this formula:


		N' = N x		O + D
		N' = N x		O + P/M

where:


N'	=	the adjusted number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Class C-1 Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

This Section 7(e) does not apply to convertible securities issued in a bona fide public offering.

(f) Current Market Price. In Sections 7(b), (c), (d) and (e) and Section 10, the current market price per share of Common Stock on any date is the average of the Closing Prices (as defined below) of the Common Stock for 20 consecutive trading days commencing 30 trading days before the date in question. The term “Closing Price” shall mean, for each trading day, (A) in the case of a security listed or admitted for trading on any United States national securities exchange or quotation system, the last reported sale price regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose, (B) in the case of a security not then listed or admitted for trading on any United States national securities exchange or quotation system and as to which no such reported sale price or bid or asked prices are available, the average or the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York, customarily published on each Business Day, designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than thirty (30) days prior to the date in question) for which prices have been so reported and (C) if there are not bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as to any share of Common Stock, the cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holders and the Company, whose determination shall be final and binding on the parties hereto. The fees and expenses of such valuation firm shall be paid by the Company.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(A) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the gross proceeds to the Company from such issuance, which shall not include any deductions for any commissions, discounts, other expenses incurred by the Company in connection therewith or amounts paid or payable for accrued interest or accrued dividends;

(B) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash or, subject to clause (C) below, securities, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board (irrespective of the accounting treatment thereof), whose determination shall be conclusive;

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq Global Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(D) in the case of the issuance of securities convertible into, exercisable for or exchangeable for shares of Common Stock, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion, exercise or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (A) through (C) of this Section 7(g).

(h) When De Minimis Adjustment May Be Deferred.

No adjustment in the number of shares of Common Stock issuable upon exercise of each Warrant need be made unless the adjustment would require an increase or decrease of at least 1% in such number. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(i) When No Adjustment Required. No adjustment need be made for a transaction referred to in Sections 7(b), (c), (d) or (e) if the relevant Warrant holders are to participate, without requiring the Warrants to be exercised, in the transaction on a basis and with notice that the Board reasonably determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. A Warrant holder’s having the opportunity to participate in a transaction shall not of itself trigger the applicability of this subsection (i) in the absence of actual participation (or election to participate) in such transaction by such Warrant holder.

To the extent the relevant Warrants become convertible into cash, no adjustment need be made thereafter as to the amount of cash into which such Warrants are exercisable. Interest will not accrue on the cash.

(j) Notice of Adjustment. Upon any adjustment of the number of shares or Exercise Price pursuant to Section 7, the Company shall within five days, mail to registered holders of the applicable Warrants, first class, postage prepaid, a notice of the adjustment together with a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it.

(k) Notice of Certain Transactions. If:

(i)

the Company takes any action that would require an adjustment in the number of shares of Common Stock issuable upon exercise of a Warrant or Exercise Price pursuant to Sections 7(a), (b), (c), (d) or (e) and if the Company does not arrange for the applicable Warrant holders to participate pursuant to Section 7(i);

(ii)

the Company takes any action that would require a supplemental Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

the Company shall mail to registered holders of the applicable Warrants, first class, postage prepaid, a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

shares of Common Stock issuable upon exercise of the Warrant; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

(n) Adjustment in Exercise Price.

Upon each event that provides for an adjustment of the number of shares of Common Stock issuable upon exercise of a Warrant pursuant to this Section 7, each applicable Warrant outstanding prior to the making of the adjustment shall thereafter have an adjusted applicable Exercise Price (calculated to the nearest ten millionth) obtained from the following formula:


		E¹ = E x		N
		E¹ = E x		N¹

where:



E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

Following any adjustment to the applicable Exercise Price pursuant to this Section 7, the amount payable, when adjusted and together with any consideration allocated to the issuance of the applicable Warrants, shall never be less than the par value per Warrant Share at the time of such adjustment. Such adjustment shall be made successively whenever any event listed above shall occur. The Company hereby agrees with each holder of Warrants that it shall not increase the par value of the Common Stock above its current par value of $.01 per share.

(o) Form of Warrants. Irrespective of any adjustment in the number or kind of shares issuable upon the exercise of the Warrants or the payment of the applicable Exercise Price, Warrant Certificates theretofore or thereafter issued may continue to state the same number and kind of shares and the same applicable Exercise Price as are stated in the Warrant Certificates initially issuable pursuant to this Agreement without affecting the number and kind of such shares issuable upon the exercise of the Warrants or payment of the applicable Exercise Price.

(p) Cash Distributions. If the Company distributes cash as a dividend or other distribution to all holders of its Common Stock no adjustment shall be made to the number of shares of Common Stock issuable upon the exercise of each Warrant pursuant to this Section 7.

8. Exchange and Replacement of Warrant Certificates. Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered holder thereof at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Warrant Shares in such denominations as shall be designated by the registered holder thereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant Certificate, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

9. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of the Warrants and of the Warrant Shares upon the exercise of Warrants; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of such Warrant Certificate, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) or otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each Holder of Class A Warrants and/or Class C-2 Warrants shall be entitled to purchase from the Company, and the Company shall sell to such Holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class A Common Stock (in the case of the Holder of the Class A Warrants) (the “Additional Class A Warrants”) or Class C Common Stock (in the case of the Holder of the Class C-2 Warrants) (the “Additional Class C-2 Warrants”, and together with the Additional Class A Warrants, the “Additional Warrants”), at the exercise price of $0.01 per share, that such Holder would have been entitled to purchase if such Holder had exercised its preemptive rights in full under Section 19 of the Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Class A Warrants and Class C-2 Warrants, respectively. The price paid by each Holder for the Additional Warrants shall equal the product of (x) the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company and (y) the number of Additional Warrant Shares underlying such Additional Class A Warrants or Additional Class C-2 Warrants, as applicable.

11. Legends. (a) This Warrant and the Warrant Shares issuable upon exercise hereof are subject in all respects to the terms and conditions of the Stockholders’ Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Stockholders’ Agreement. The holder of the Warrant, by acceptance of this Warrant, agrees to be bound by the applicable provisions of the Stockholders’ Agreement and all applicable benefits of the Stockholders’ Agreement shall inure to such holder.

(b) Except as otherwise provided in this Section 11, each Warrant Certificate and certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each Warrant Certificate and certificate for Warrants or Warrant Shares issued to any transferee of any such certificates, shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010, AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME (THE “STOCKHOLDERS’ AGREEMENT”), AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY.

IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER UNITED STATES SECURITIES LAWS AND MAY NOT BE TRANSFERRED TO ANY PERSON UNLESS SUCH SECURITIES ARE REGISTERED OR TRANSFERRED IN ACCORDANCE WITH AN EXEMPTION FROM REGISTRATION IN THE UNITED STATES.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE STOCKHOLDERS’ AGREEMENT AND NO VOTE OF SUCH SECURITIES THAT CONTRAVENES SUCH STOCKHOLDERS’ AGREEMENT SHALL BE EFFECTIVE.

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.”

Securities Act, and if such legend has been set forth on any previously delivered certificates, such legend shall be removed from any certificates at the request of the holder if the securities referred to in such clause have been registered under the Securities Act, or upon delivery of a legal opinion by such holder from counsel reasonably satisfactory to the Company that such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver certificates for Warrants or Warrant Shares without the first and third paragraphs of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Stockholders’ Agreement.

12. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered by hand or sent by facsimile transmission (with receipt confirmed), or, if timely delivered to an air courier guaranteeing overnight delivery service, on the next business day, or five business days after being deposited in the mail, first class, certified or registered, postage prepaid, return receipt requested, in each case addressed as follows (or to such other place or places as either of the parties shall designate by written notice to the other):

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Suite 200

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

13. Amendment. The Company with the consent of the registered holders of at least a majority of each class of the then-outstanding and unexercised Class A Warrants, the Class C-1 Warrants and the Class C-2 Warrants may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of each registered holder affected, no such amendment shall (a) with respect to Warrants held by a non-consenting registered holder, increase the applicable Exercise Price or decrease the number of Warrant Shares issuable upon exercise of any Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (b) alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (c) shorten the expiration date of the Warrants, (d) waive the application of the adjustment provisions contained in Section 7 in connection with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 7 in a manner that would have an adverse economic impact on the holders, or (e) otherwise be effective against such holder unless such amendment, modification or waiver does not treat such holder differently in any respect from any other holder. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

14. Successors. Except as otherwise provided herein, all the covenants and provisions of this Agreement by or for the benefit of the Company and the registered holders of the Warrants shall inure to the benefit of their respective successors and assigns hereunder.

15. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State.

16. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person other than the Company and the registered holders of the unexercised Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company and such registered holders. Prior to the exercise of the Warrants, no holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to receive dividends or subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

17. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

19. Remedies. The Company and the holder hereof each stipulates that the remedies at law of each party hereto in the event of any default or threatened default by the other party in the performance or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

20. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

21. Effective Date. This Agreement shall become effective immediately upon the Second Closing (as defined in the Subscription Agreement).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Second Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:		/s/ Holly Nelson
		Name: Holly Nelson
		Title: SVP & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Second Closing Warrant Agreement to be duly executed as of the day and year first above written.


CAROLA HOLDINGS LIMITED

By:		/s/ Hanry Kierulf
		Name: Henry Kierulf
		Title: Alternate director to Paul Fauvel

		Address: Carola Holdings Limited c/o La Motte Chambers St. Helier Jersey, JE1 1BJ Channel Islands Attn: Paul Rauvel/Ian Cuming Fax: +##-####-######

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Second Closing Warrant Agreement to be duly executed as of the day and year first above written.


VAI MANAGEMENT, LLC

By:		CYRUS AVIATION INVESTOR, LLC, Its Managing Member

By:		CYRUS AVIATION PARTNERS II, L.P., Its Sole Member

By:		CYRUS CAPITAL PARTNERS GP, L.L.C., Its General Partner

By:		/s/ Stephen C. Freidheim
		Name: Stephen C. Freidheim
		Title: Managing Member

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010, AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME (THE “STOCKHOLDERS’ AGREEMENT”), AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY.

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

No. W-1

CLASS A WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, VAI Management, LLC, having an address at 399 Park Avenue, 39^th Floor, New York, NY, 10022 (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on May 31, 2037, up to 292,982 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Warrant Agreement) of Class A Common Stock, $0.01 par value (“Class A Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Second Closing Warrant Agreement dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

The Warrants evidenced by this Warrant Certificate may be exercised at such times and in such amounts as are provided for in the Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Warrant Agreement.

Upon the exercise of less than all of the Warrants evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered of unexercised Warrants.

The Company may deem and treat the registered holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof and of any distribution to the holder(s) hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to VAI Management, LLC Class A Warrant]

Annex I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)

FOR VALUE RECEIVED, hereby sells, assigns and transfers unto , whose address is , this Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint attorney to transfer the within Warrant Certificate on the books of the within-named Company, with full power of substitution.



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

Annex II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

(Insert Social Security or Other Identifying Number of Holder)

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

No. W-2

CLASS A WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on May 31, 2037, up to 32,553 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Warrant Agreement) of Class A Common Stock, $.01 par value (“Class A Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms

and conditions set forth herein and in the Amended and Restated Second Closing Warrant Agreement, dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

The Warrants evidenced by this Warrant Certificate may be exercised at such times and in such amounts as are provided for in the Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:
Name:
Title:

[Signature page to Carola Holdings Class A Warrant]

Annex I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

Annex II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

(Insert Social Security or Other Identifying Number of Holder)

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

No. W-3

CLASS C WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on the Expiration Date (as defined in the Amended and Restated Second Closing Warrant Agreement, dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Warrant Agreement”)), up to 4,344,043 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Warrant Agreement) of Class C Common Stock, $.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of (1) if paid in cash, $13.50 per share, subject to adjustment as provided in Section 7 or the Warrant Agreement

or (2) if paid through amounts received by the warrantholder upon the contemporaneous redemption of Subordinated Notes (as defined in the Subscription Agreement), the sum of (x) $13.50 per share and (y) the aggregate amount of all paid-in-kind interest, including any paid-in-kind interest added to the outstanding principal amount of the Subordinated Notes, paid on the Subordinated Notes and all previously accrued but unpaid interest on the Subordinated Notes paid out in connection with such redemption divided by the aggregate number of Class C-1 Warrant Shares being purchased on any particular exercise of Class C-1 Warrants (the price in (1) or (2), as applicable, the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Warrant Agreement. Payment of the applicable Exercise Price shall be made (A) by applying a corresponding principal amount and accrued but unpaid interest of the Subordinated Notes (as defined in the Subscription Agreement) issued pursuant to the Subordinated Note Agreement, dated as of May 31, 2007, between the Company and Virgin (as amended, the “Subordinated Note Agreement”), to the extent permitted by the terms of the Subordinated Notes, held by any holder (regardless of whether such amount is then due or whether such Subordinated Notes are then redeemable) and (B) in cash, if and to the extent that the amount of principal and accrued but unpaid interest on the Subordinated Notes is insufficient to pay the full amount of the Exercise Price.

The Warrants evidenced by this Warrant Certificate may (or shall, if applicable) be exercised at such times and in such amounts as are provided for in the Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Class C Warrant]

Annex I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

Annex II

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Common Stock and herewith makes payment of the Exercise Price by applying [the corresponding principal amount, including any paid-in-kind interest added to the outstanding principal amount of the Subordinated Notes, and accrued but unpaid interest and of $ of the Subordinated Notes issued pursuant to the Subordinated Note Agreement] [and/or] [$ , in cash], accordance with the terms of the Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

No. W-4

CLASS C WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5.00 P.M, New York time on May 31, 2037, up to 1,346,065 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Warrant Agreement) of Class C Common Stock, $.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Second Closing Warrant Agreement dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

The Warrants evidenced by this Warrant Certificate may be exercised at such times and in such amounts as are provided for in the Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Class C Warrant]

Annex I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

Annex II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

EX-10.39 8 d761206dex1039.htm EX-10.39 EX-10.39

Exhibit 10.39

AMENDED AND RESTATED

THIRD CLOSING WARRANT AGREEMENT

Dated as of January 12, 2010

among

VIRGIN AMERICA INC.,

CAROLA HOLDINGS LIMITED

and

VAI MANAGEMENT, LLC

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

WHEREAS, on July 31, 2007, the Company, Carola and VAM Partners, LLC, a Delaware limited liability company (“VAM”) entered into that certain Third Closing Warrant Agreement (the “Prior Agreement”);

WHEREAS, pursuant to the Assignment and Transfer Agreement, dated as of the date hereof, among the Company, Carola, VML, Investor, Investor Managing Member, VAM and the other parties named therein, VAM agreed to assign and transfer to Investor Managing Member all of the warrants issued to it by the Company pursuant to the Prior Agreement and to transfer its rights and obligations under the Prior Agreement, and Investor Managing Member accepted such assignment and transfer;

WHEREAS, the warrants issued under the Prior Agreement shall be governed by this Agreement, effective as of July 31, 2007.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company granted on the Third Closing Date (as defined in the Third Subscription Agreement) to VAM (as predecessor in interest to the Investor Managing Member) warrants (the “Class A Warrants”) which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 209,273 shares, (such shares, together with the shares purchasable by Virgin pursuant to Section 1(b) below, subject to adjustment as provided in Section 7, the “Class A Warrant Shares”) of Class A Common Stock, par value $0.01 per share, of the Company (the “Class A Common Stock”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 (the “Class A Exercise Price”), all subject to the terms and upon the conditions set forth herein.

(b) The Company granted on the Third Closing Date to Virgin Class A Warrants which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 23,252 shares of Class A Common Stock, at the Class A Exercise Price, all subject to the terms and upon the conditions set forth herein.

(c) The Company granted on the Third Closing Date to Virgin warrants (the “Class C-3 Warrants”) which shall entitle the registered holder thereof to purchase from the Company, subject to Section 3(b) below, until 5:00 P.M., New York time, on the thirteen-year anniversary of the Third Closing Date (the “C-3 Expiration Date”) 3,102,888 shares (the “Class C-3 Warrant Shares”) of Class C Common Stock, par value $.01 per share, of the Company (“Class C Common Stock” and, together with the Class A Common Stock, the “Common Stock”), at the exercise price of (1) if paid in cash, $13.50 per share, subject to adjustment as provided in Section 7 or (2) if paid through amounts received by the warrantholder upon the contemporaneous redemption of the Third Closing Subordinated Notes (as defined in the Third Closing Subscription Agreement), the sum of (x) $13.50 per share and (y) the aggregate amount of all paid-in-kind interest, including any paid-in-kind interest added to the outstanding principal amount of the Third Closing Subordinated Notes, paid on the Third Closing Subordinated Notes and all previously accrued but unpaid interest on the Third Closing Subordinated Notes paid out in connection with such redemption divided by the aggregate number of Class C-3 Warrant Shares being purchased on any particular exercise of Class C-3 Warrants (such amount in (1) or (2), as applicable, the “Class C-3 Exercise Price”), all subject to the terms and upon the conditions set forth herein; provided, however, that if within 10 days of the C-3 Expiration Date any of the Class C-3 Warrants are unexercisable due to the Foreign Ownership Limitations (as defined below), the Company may elect to, by no later than 5 days prior to the C-3 Expiration Date, extend the maturity date (and shall promptly (and in no event later than the C-3 Expiration Date) notify the holders of the Class C-3 Warrants with respect thereto) to a date on which the Company reasonably believes that the Class C-3 Warrants may be exercised in full (the C-3 Expiration Date or such extended maturity date, as applicable, the “Expiration Date”). Notwithstanding anything herein to the contrary, each Class C-3 Warrant not exercised or deemed exercised on or prior to the earlier of (A) the Expiration Date or (B) the completion of a Company Sale Redemption (as defined in the Additional Subordinated Note Agreement, dated as of July 31, 2007, between the Company and Virgin (as amended, the “Additional Subordinated Note Agreement”)) shall become invalid and all rights thereunder, and all rights in respect thereof under this Agreement, shall cease as of that time.

(d) The Company granted on the Third Closing Date to Virgin warrants (the “Class C-4 Warrants” and, together with the Class A Warrants and the Class C-3 Warrants, the “Warrants”) which shall entitle the registered holder thereof to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the effective date of this Agreement, subject to Section 3(a) below, 480,738 shares (the “Class C-4 Warrant Shares” and, together with the Class A Warrant Shares and the Class C-3 Warrants Shares, the “Warrant Shares”) of Class C Common Stock at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 (the “Class C-4 Exercise Price” and, together with the Class A Exercise Price and the Class C-3 Exercise Price, the “Exercise Price”), all subject to the terms and upon the conditions set forth herein.

2. Warrant Certificates.

(b) The Class C-3 Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Class C-3 Warrant Certificates”) in the form set forth in Exhibit B hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

(c) The Class C-4 Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Class C-4 Warrant Certificates”) in the form set forth in Exhibit C hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

3. Exercise Period.

(a) The Class A Warrants and the Class C-4 Warrants shall be exercisable upon the earlier to occur of (i) a Qualified Public Offering (as defined in the Third Amended and Restated Stockholders’ Agreement, dated as of the date hereof, as may be amended, restated or superseded from time to time (the “Third Amended and Restated Stockholders’ Agreement”), among the Company, Virgin, the Investor, the Investor Managing Member and the other parties named therein and (ii) the third anniversary of the Second Closing Date; provided, however, that neither the Class A Warrants nor the Class C-4 Warrants shall be exercisable until the earlier to occur of the (x) permissibility of such exercise under the United States federal statutory and/or regulatory restrictions with respect to the ownership and control of U.S. airlines by non-United States Citizens (the “Foreign Ownership Limitations”) or (y) the transfer of such warrants in accordance with the terms of the Third Amended and Restated Stockholders’ Agreement to any holder who is a Citizen of the United States (a “U.S. Citizen”) as defined in Section 40102(a)(15) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation, as interpreted by the United States Department of Transportation (the “DOT’) or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent.

(b) The Class C-3 Warrants shall not be exercisable until the earlier to occur of the (x) permissibility of such exercise under the Foreign Ownership Limitations or (y) the transfer of such warrants in accordance with the terms of the Third Amended and Restated Stockholders’ Agreement to any holder who is a U.S. Citizen; provided, however, that transfer of such warrants to a holder who is a U.S. Citizen shall not be permitted unless simultaneously with such transfer the transferor also transfers the Third Closing Subordinated Notes with an aggregate principal amount equal to the aggregate exercise price of all Class C-3 Warrants subject to such transfer. Notwithstanding anything herein to the contrary but subject to compliance with clause (x) in the preceding sentence, upon the conversion of any shares of Preferred Stock to Class A Common Stock, the holder(s) of the Class C-3 Warrants shall be required to exercise Class C-3 Warrants and to purchase, in the aggregate, that number of Class

C-3 Warrant Shares equal to the number of shares of Class A Common Stock issuable upon conversion of such shares of Preferred Stock (not to exceed the number of shares issuable upon exercise of all the Class C-3 Warrants). The obligations of each holder of Class C-3 Warrants to purchase Class C-3 Warrant Shares pursuant to the previous sentence shall be allocated pro rata based on the number of Class C-3 Warrant Shares underlying each holder’s respective Class C-3 Warrants immediately prior to such exercise.

4. Exercise of Warrant.

(b) Payment. Payment of the applicable Exercise Price shall be made (i) with respect to the Class A Warrants and the Class C-4 Warrants, in cash and (ii) with respect to the Class C-3 Warrants, (A) by applying a corresponding principal amount, including any paid-in-kind interest added to the outstanding principal amount of the Third Closing Subordinated Notes, and all accrued but unpaid interest on the Third Closing Subordinated Notes issued pursuant to the Additional Subordinated Note Agreement , to the extent permitted by the terms of the Third Closing Subordinated Notes, held by any holder (regardless of whether such amount is then due or whether such Third Closing Subordinated Note is then redeemable) and (B) in cash, if and to the extent that the amount of principal, including any paid-in-kind interest added to the outstanding principal amount of the Third Closing Subordinated Notes, and all accrued but unpaid interest on the Third Closing Subordinated Notes is insufficient to pay the full amount of the Exercise Price.

purchased, the Company shall cancel such Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number of Warrant Shares purchasable thereunder.

(f) DOT Notification. The Company will provide the DOT with notice whenever the Warrants are exercised by a person who is not a U.S. Citizen.

5. Restrictions on Transfer.

connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(b), if required, whereupon, but only if such transfer is not restricted pursuant to the Third Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(b) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Third Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class A Common Stock and the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the

Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued under the Third Closing Subscription Agreement.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with the formula:


N¹ =	N ×	O + A
N¹ =	N ×	O + (A × P/M)

where:


N¹		=		the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.


N	=	the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.


N’ =	N ×	M
N’ =	N ×	M - F

where:


N’ =		the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N =		the current number of shares of Common Stock issuable upon exercise of each Warrant.

M =		the current market price per share of Common Stock on the record date mentioned below.

F =		the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with the formula:


N’ =	N ×	A
N’ =	N ×	O + P/M

where:


N’ =		the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.

N =		the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.

O =		the number of shares outstanding immediately prior to the issuance of such additional shares.

P =		the aggregate consideration received for the issuance of such additional shares.

M =		the current market price per share on the date of issuance of such additional shares.

A =		the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall be adjusted in accordance with this formula:


N’ =	N ×	O + D
N’ =	N ×	O + P/M

where:


N’ =		the adjusted number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.

N =		the current number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant.

O =		the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P =		the aggregate consideration received for the issuance of such securities.

M =		the current market price per share on the date of issuance of such securities.

D =		the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Class C-3 Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

This Section 7(e) does not apply to convertible securities issued in a bona fide public offering.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Third Closing Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall, following exercise of the Warrants in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Third Closing Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Third Closing Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Third Closing Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Third Closing Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(m) When Issuance or Payment May Be Deferred. In any case in which this Section 7 shall require that an adjustment in the number of shares of Common Stock issuable upon exercise of a Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the holder of any applicable Warrant exercised after such record date the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the number of shares of Common Stock issuable upon exercise of the Warrant; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

(n) Adjustment in Exercise Price.


E¹ =	E x	N
E¹ =	E x
		N¹

where:


E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) or otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each Holder of Class A Warrants and/or Class C-4 Warrants shall be entitled to purchase from the Company, and the Company shall sell to such Holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class A Common Stock (in the case of the Holder of the Class A Warrants) (the “Additional Class A Warrants”) or Class C Common Stock (in the case of the Holder of the Class C-4 Warrants) (the “Additional Class C-4 Warrants”, and together with the Additional Class A Warrants, the “Additional Warrants”), at the exercise price of $0.01 per share, that such Holder would have been entitled to purchase if such Holder had exercised its preemptive rights in full under Section 19 of the Third Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Class A Warrants and Class C-4 Warrants, respectively. The price paid by each Holder for the Additional Warrants shall equal the product of (x) the offering

price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company and (y) the number of Additional Warrant Shares underlying such Additional Class A Warrants or Additional Class C-4 Warrants, as applicable.

11. Legends. (a) This Warrant and the Warrant Shares issuable upon exercise hereof are subject in all respects to the terms and conditions of the Third Amended and Restated Stockholders’ Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Third Amended and Restated Stockholders’ Agreement. The holder of the Warrant, by acceptance of this Warrant, agrees to be bound by the applicable provisions of the Third Amended and Restated Stockholders’ Agreement and all applicable benefits of the Third Amended and Restated Stockholders’ Agreement shall inure to such holder.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AND NO VOTE OF SUCH SECURITIES THAT CONTRAVENES SUCH THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT SHALL BE EFFECTIVE.

THE TRANSFER OF THE WARRANTS AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE THIRD CLOSING WARRANT AGREEMENT REFERRED TO HEREIN.”

(c) Notwithstanding the provisions of Section 11(b), (i) the Company shall deliver certificates for Warrants or Warrant Shares without the second paragraph of the legend set forth in such paragraph if the securities referred to in such paragraph shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, and if such legend has been set forth on any previously delivered certificates, such legend shall be removed from any certificates at the request of the holder if the securities referred to in such clause have been registered under the Securities Act, or upon delivery of a legal opinion by such holder from counsel reasonably satisfactory to the Company that such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver certificates for Warrants or Warrant Shares without the first and third paragraphs of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Third Amended and Restated Stockholders’ Agreement.

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Suite 200

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

13. Amendment. The Company with the consent of the registered holders of at least a majority of each class of the then-outstanding and unexercised Class A Warrants, the Class C-4 Warrants and the Class C-3 Warrants may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of each registered holder affected, no such amendment shall (a) with respect to Warrants held by a non-consenting registered holder, increase the applicable Exercise Price or decrease the number of Warrant Shares issuable upon exercise of any Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (b) alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (c) shorten the expiration date of the Warrants, (d) waive the application of the adjustment provisions contained in Section 7 in connection with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 7 in a manner that would have an adverse economic impact on the holders, or (e) otherwise be effective against such holder unless such amendment, modification or waiver does not treat such holder differently in any respect from any other holder. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

21. Effective Date. This Agreement shall become effective immediately upon the Third Closing (as defined in the Third Closing Subscription Agreement).

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Third Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:	/s/ Holly Nelson
	Name:	Holly Nelson
	Title:	SVP & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Third Closing Warrant Agreement to be duly executed as of the day and year first above written.


CAROLA HOLDINGS LIMITED

By:	/s/ Henry Kierulf
	Name:	Henry Kierulf
	Title:	Alternate Director to Paul Fauvel

Carola Holdings Limited
c/o La Motte Chambers St. Helier Jersey, JE1 1BJ
Attn: Paul Fauvel/Ian Cuming Fax: +##-####-######

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Third Closing Warrant Agreement to be duly executed as of the day and year first above written.


VAI MANAGEMENT, LLC

By:	CYRUS AVIATION INVESTOR, LLC, its Managing Member

By:	CYRUS AVIATION INVESTOR, LLC,
	its Sole Member

By:	CYRUS AVIATION INVESTOR, LLC,
	Its General Partner

By:	/s/ Stephen C. Freidheim
	Name:	Stephen C. Freidheim
	Title:	Managing Member

Exhibit A

No. W-5

CLASS A WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, VAI Management, LLC, having an address at 399 Park Avenue, 39^th Floor, New York, NY, 10022 (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on July 31, 2037, up to 209,273 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Third Closing Warrant Agreement) of Class A Common Stock, $.01 par value (“Class A Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Third Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Third Closing Warrant Agreement, dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Third Closing Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

This Warrant may be exercised at such times and in such amounts as are provided for in the Third Closing Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Third Closing Warrant Agreement, which Third Closing Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Third Closing Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Third Closing Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Third Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Third Closing Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Third Closing Warrant Agreement shall have the meanings assigned to them in the Third Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to VAI Management, LLC Class A Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

(Insert Social Security or Other Identifying Number of Holder)

No. W-6

CLASS A WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on July 31, 2037, up to 23,252 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Third Closing Warrant Agreement) of Class A Common Stock, $.01 par value (“Class A Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Third Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Third Closing Warrant Agreement, dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Third Closing Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

This Warrant may be exercised at such times and in such amounts as are provided for in the Third Closing Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Third Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Third Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Limited Class A Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .

Exhibit B

No. W-7

CLASS C-3 WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M. New York time on the Expiration Date (as defined in the Amended and Restated Third Closing Warrant Agreement, dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Third Closing Warrant Agreement”)), up to 3,102,888 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Third Closing Warrant Agreement) of Class C Common Stock, $.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of (1) if paid in cash, $13.50 per share, subject to adjustment as provided in Section 7 or the Third Closing Warrant Agreement or (2) if paid through amounts received by

the warrantholder upon the contemporaneous redemption of Third Closing Subordinated Notes (as defined in the Third Closing Subscription Agreement), the sum of (x) $13.50 per share and (y) the aggregate amount of all paid-in-kind interest, including any paid-in-kind interest added to the outstanding principal amount of the Third Closing Subordinated Notes, paid on the Third Closing Subordinated Notes and all previously accrued but unpaid interest on the Third Closing Subordinated Notes paid out in connection with such redemption divided by the aggregate number of Class C-3 Warrant Shares being purchased on any particular exercise of Class C-3 Warrants (the price in (1) or (2), as applicable, the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Third Closing Warrant Agreement. Payment of the applicable Exercise Price shall be made (A) by applying a corresponding principal amount and accrued but unpaid interest of the Third Closing Subordinated Notes (as defined in the Subscription Agreement) issued pursuant to the Additional Subordinated Note Agreement, dated as of July 31, 2007, between the Company and Virgin (as amended, the “Additional Subordinated Note Agreement”), to the extent permitted by the terms of the Third Closing Subordinated Notes, held by any holder (regardless of whether such amount is then due or whether such Subordinated Notes are then redeemable) and (B) in cash, if and to the extent that the amount of principal and accrued but unpaid interest on the Third Closing Subordinated Notes is insufficient to pay the full amount of the Exercise Price.

This Warrant may (or shall, if applicable) be exercised at such times and in such amounts as are provided for in the Third Closing Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Third Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Third Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Limited Class C-3 Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Common Stock and herewith makes payment of the Exercise Price by applying [the corresponding principal amount, including any paid-in-kind interest added to the outstanding principal amount of the Third Closing Subordinated Notes, and accrued but unpaid interest of $ of the Third Closing Subordinated Notes issued pursuant to the Additional Subordinated Note Agreement] [and/or] [$ , in cash], accordance with the terms of the Third Closing Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .

Exhibit C

No. W-8

CLASS C-4 WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Carola Holdings Limited, having an address at St. Helier, Jersey, JE1 1BJ, Channel Islands (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5.00 P.M, New York time on July 31, 2037, up to 480,738 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Warrant Agreement) of Class C Common Stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $0.01 per share, subject to adjustment as provided in Section 7 of the Third Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Third Closing Warrant Agreement dated as of January 12, 2010, among the Company, Carola Holdings Limited and VAI Management, LLC (the “Third Closing Warrant Agreement”). Payment of the applicable Exercise Price shall be made in cash.

This Warrant may be exercised at such times and in such amounts as are provided for in the Third Closing Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Third Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Third Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January 12, 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Limited Class C-4 Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

EX-10.40 9 d761206dex1040.htm EX-10.40 EX-10.40

Exhibit 10.40

FIFTH CLOSING WARRANT AGREEMENT

Dated as of January 12, 2010

between

VIRGIN AMERICA INC.

and

CAROLA HOLDINGS LIMITED

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

WHEREAS, the Company wishes to facilitate an agreement among Carola and its U.S. citizen individual and institutional investors, such that it may obtain additional capital and continue to exercise the rights, privileges, and obligations of its certificate of public convenience and necessity issued by the Department of Transportation;

WHEREAS, as provided in Section 1.1(h) of the Purchase and Restructuring Agreement, Carola will pay the Company $600,000 in cash;

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to Carola warrants to purchase 60,000,000 shares of non-voting, Class C Common Stock at a strike price of $5.00 per share; and

WHEREAS, the Company and Carola fully recognize various limitations on the exercise of such warrants, including being subject to exercise only upon the occurrence of a Transfer of such warrants to a third party that is not an Affiliate of Carola and only when permitted by U.S. airline citizenship requirements, currently found at 49 U.S.C. 40102 (a)(15) (the “Foreign Ownership Limitations”), as interpreted by United States Department of Transportation or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent (“DOT”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company shall grant on the Fifth Closing Date to the Initial Holder warrants (the “Warrants”) which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the Fifth Closing Date, up to 60,000,000 fully-paid and non-assessable shares (such shares, subject to adjustment as provided in Section 7, the “Warrant Shares”) of non-voting Class C common stock, par value $0.01 per share, of the Company (the “Class C Common Stock”), at the exercise price of $5.00 per share, subject to adjustment as provided in Section 7 (the “Exercise Price”). Pursuant to Section 4(b) below, upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(b) Prior to the exercise of the Warrants, no holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without

limitation, the right to receive dividends or subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

2. Warrant Certificates. The Warrants shall be evidenced by certificates issued pursuant to this Agreement (the “Warrant Certificates”) in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

3. Exercise Period. The Warrants shall be exercisable (i) after or in connection with a Transfer (other than a Permitted Transfer, but including a Transfer in connection with a public offering of equity securities of the Company) of such Warrants in accordance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) in connection with the settlement or delivery of Warrant Shares to an underwriter in a public offering; provided, however, that, in connection with a Transfer pursuant to clause (i) above, the Warrants shall not be exercisable until the earlier to occur of (x) the permissibility of such exercise under the Foreign Ownership Limitations or (y) the Transfer of such Warrants to any holder who is a “citizen of the United States,” as that term is defined in 49 U.S.C. Section 40102(a)(15), as in effect on the date in question, or any successor statute or regulation, as interpreted by the DOT in applicable precedent (“United States Citizen”). In the event that a registered holder who wishes to exercise the Warrants is not a United States Citizen, then such holder shall provide the Company with at least 30 days’ prior written notice of any intended exercise in order to facilitate the Company’s provision of advance notice to DOT as described in Section 4(a).

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrants by any Person who is not a United States Citizen.

Section 4(b) shall be made, at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

(c) Exercise in Whole or in Part. The purchase rights pursuant to Section 3 evidenced by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, in whole or in part. If less than all of the Warrant Shares purchasable under any Warrant Certificate are purchased, the Company shall cancel such Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number of Warrant Shares purchasable thereunder.

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

5. Restrictions on Transfer.

(a) Restrictions Under Stockholders Agreement. It is acknowledged that the Warrants (and the Class C Common Stock issuable upon the exercise thereof) are subject to certain restrictions on transfer as set forth in the Third Amended and Restated Stockholders’ Agreement, and that any transferee of the Warrants shall execute an instrument signifying its agreement to be bound by the terms and conditions of the Third Amended and Restated Stockholders’ Agreement.

thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(d) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(c), if required, whereupon, but only if such transfer is not restricted pursuant to the Third Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form

reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

6. Listing on Securities Exchanges. If the Common Stock is listed on a stock exchange or quoted on the Nasdaq National Market, the Company will use its reasonable efforts to procure at its sole expense the listing of all Warrant Shares (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed, or the quotation of the Warrant Shares on the Nasdaq National Market, as the case may be, and maintain the listing or quotation of such shares and other securities after issuance.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Fifth Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Fifth Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N¹ =

N x

O + A

O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.

N’ =

N x

M - F

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N’ =

N x

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

Common Stock (and options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor) issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 7(d), and

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:

N’ =

N x

O + D

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

This Section 7(e) does not apply to (i) options, restricted stock units and other equity incentives exercisable, convertible or exchangeable for Common Stock that are issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law or (ii) convertible securities issued in a bona fide public offering.

customarily published on each Business Day, designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than thirty (30) days prior to the date in question) for which prices have been so reported and (C) if there are not bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as to any share of Common Stock, the cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holder and the Company, whose determination shall be final and binding on the parties hereto; provided, however, that (i) with respect to a sale of securities approved unanimously by the members of the Board of Directors of the Company, the Fair Market Value of such securities shall be the price actually paid by the purchaser or purchasers of such securities, and (ii) with respect to a sale of securities pursuant to a public offering by the Company, the Fair Market Value of such securities shall be the offering price of such securities. The fees and expenses of the valuation firm pursuant to the preceding sentence, if applicable, shall be paid by the Company.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

exercise or exchange thereof for the maximum number of shares used to calculate the adjustment (the consideration in each case to be determined in the same manner as provided in clauses (A) through (C) of this Section 7(g).

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Fifth Closing Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

the Company shall mail to registered holders of the applicable Warrants, first class, postage prepaid, a notice stating the proposed record date for a dividend or distribution or the proposed

effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall, following exercise of the Warrants in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Fifth Closing Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Fifth Closing Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Fifth Closing Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Fifth Closing Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(n) Adjustment in Exercise Price.


E¹ =	E x	N
E¹ =	E x	N¹

where:


E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

(q) Limitations on Adjustments Upon Registration. Notwithstanding anything to the contrary in this Section 7, the adjustments described in Section 7(b), 7(c), 7(d) and 7(e) hereof shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Third Amended and Restated Stockholders’ Agreement or a Piggyback Registration pursuant to Section 11 of the Third Amended and Restated Stockholders’ Agreement.

destruction, of indemnity reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant Certificate, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Third Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Third Amended and Restated Stockholders’ Agreement or a Piggyback Registration pursuant to Section 11 of the Third Amended and Restated Stockholders’ Agreement.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANAURY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

THE TRANSFER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THE FIFTH CLOSING WARRANT AGREEMENT REFERRED TO HEREIN.”

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Suite 200

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

13. Amendment. The Company with the consent of the registered holders of at least a majority of the then-outstanding and unexercised Warrants may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of each registered holder affected, no such amendment shall (a) with respect to Warrants held by a non-consenting registered holder, increase the applicable Exercise Price, or decrease the number of Warrant Shares issuable upon exercise of any Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (b) alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (c) shorten the expiration date of the Warrants, (d) waive the application of the adjustment provisions contained in Section 7 in connection with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 7 in a manner that would have an adverse economic impact on the holders, or (e) otherwise be effective

against such holder unless such amendment, modification or waiver does not treat such holder differently in any respect from any other holder. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

19. Remedies. The Company and the holder hereof each stipulates that the remedies at law of each party hereto in the event of any default or threatened default by the other party in the performance or compliance with any of the terms of this Warrant Agreement are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

21. Effective Date. This Agreement shall become effective immediately upon the Fifth Closing.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:	/s/ Holly Nelson
	Name:	Holly Nelson
	Title:	SVP & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Warrant Agreement to be duly executed as of the day and year first above written.


CAROLA HOLDINGS LIMITED

By:	/s/ Henry Kierulf
	Name:	Henry Kierulf
	Title:	Alternate Director to Paul Fauvel

	Address:
	Carolina Holdings Limited
	c/o La Mottle Chambers
	St. Helier
	Jersey, JEI 1BJ
	Channel Islands
	Attn: Paul Fauvel/Ian Cuming
	Fax: +##-####-######

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

CLASS C-5 WARRANT CERTIFICATE

adjustment in certain events as provided in Section 7 of the Fifth Closing Warrant Agreement dated as of January 12, 2010 between the Company and Holder (the “Fifth Closing Warrant Agreement”)) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $5.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Fifth Closing Warrant Agreement, which Fifth Closing Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Fifth Closing Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Fifth Closing Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Fifth Closing Warrant Agreement shall have the meanings assigned to them in the Fifth Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Carola Holdings Limited Class C-5 Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise in accordance with the terms of the Fifth Closing Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

EX-10.41 10 d761206dex1041.htm EX-10.41 EX-10.41

Exhibit 10.41

FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT

Dated as of January 12, 2010

among

VIRGIN AMERICA INC.,

CYRUS AVIATION INVESTOR, LLC

and

VAI MBO INVESTORS, LLC

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

WHEREAS, the Company wishes to facilitate an agreement among Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Carola”), VAI Management LLC, a Delaware limited liability company (“VAI”) and its U.S. citizen individual and institutional investors, including the Initial Holders, such that it may obtain additional capital and continue to exercise the rights, privileges, and obligations of its certificate of public convenience and necessity issued by the Department of Transportation;

WHEREAS, as provided in Section 1.1(i) of the Purchase and Restructuring Agreement, the Initial Holders will pay the Company an aggregate of $60,000 in cash;

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to Investor LLC, and Investor LLC wishes to purchase from the Company, a warrant to purchase 6,666,667 shares of non-voting, Class C Common Stock at a strike price of $10.00 per share (the “Fifth Closing C-7A Warrant”);

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to MBO LLC, and MBO LLC wishes to purchase from the Company, a warrant to purchase 3,333,333 shares of non-voting, Class C Common Stock at a strike price of $10.00 per share (the “Fifth Closing C-7B Warrant”);

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to Investor LLC, and Investor LLC wishes to purchase from the Company, a warrant to purchase 20,000,000 shares of non-voting, Class C Common Stock at a strike price of $15.00 per share (the “Fifth Closing C-8 Warrant”); and

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to Investor LLC, and Investor LLC wishes to purchase from the Company, a warrant to purchase 30,000,000 shares of non-voting, Class C Common Stock at a strike price of $20.00 per share (the “Fifth Closing C-9 Warrant” and, with the Fifth Closing C-7A Warrant, the Fifth Closing C-7B Warrant and the Fifth Closing C-8 Warrant, the “Warrants”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company shall grant on the Fifth Closing Date to Investor LLC the Fifth Closing C-7A Warrant, which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company up to an aggregate of 6,666,667 fully-paid and non-assessable shares (subject to adjustment as provided in Section 7) of non-voting Class C Common Stock, par value $0.01 per share (the “Class C Common Stock”, and the shares of Class C Common Stock issuable pursuant to the Fifth Closing C-7A Warrant, the “Fifth Closing C-7A Warrant Shares”), at the exercise price of $10.00 per share (the “Fifth Closing C-7A Warrant Exercise Price”), subject to adjustment as provided in Section 7. Pursuant to Section 4(b) below, upon exercise of the Fifth Closing C-7A Warrant, payment of the Fifth Closing C-7A Warrant Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(b) The Company shall grant on the Fifth Closing Date to MBO LLC the Fifth Closing C-7B Warrant, which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company up to an aggregate of 3,333,333 fully-paid and non-assessable shares (subject to adjustment as provided in Section 7) of non-voting Class C Common Stock (the “Fifth Closing C-7B Warrant Shares”), at the exercise price of $10.00 per share (the “Fifth Closing C-7B Warrant Exercise Price”), subject to adjustment as provided in Section 7. Pursuant to Section 4(b) below, upon exercise of the Fifth Closing C-7B Warrant, payment of the Fifth Closing C-7B Warrant Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(c) The Company shall grant on the Fifth Closing Date to Investor LLC the Fifth Closing C-8 Warrant, which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company up to an aggregate of 20,000,000 fully-paid and non-assessable shares (subject to adjustment as provided in Section 7) of non-voting Class C Common Stock (the “Fifth Closing C-8 Warrant Shares”), at the exercise price of $15.00 per share (the “Fifth Closing C-8 Warrant Exercise Price”), subject to adjustment as provided in Section 7. Pursuant to Section 4(b) below, upon exercise of the Fifth Closing C-8 Warrant, payment of the Fifth Closing C-8 Warrant Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(d) The Company shall grant on the Fifth Closing Date to Investor LLC the Fifth Closing C-9 Warrant, which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company up to 30,000,000 fully-paid and non-assessable shares (subject to adjustment as provided in Section 7) of non-voting Class C Common Stock (the “Fifth Closing C-9 Warrant Shares” and, with the Fifth Closing C-7A Warrant Shares, the Fifth Closing C-7B Warrant Shares and the Fifth Closing C-8 Warrant Shares, collectively the “Warrant Shares”), at the exercise price of $20.00 per share (the “Fifth Closing C-9 Warrant Exercise Price” and, with the Fifth Closing C-7A Warrant Exercise Price, the Fifth Closing C-7B Warrant Exercise Price and the Fifth Closing C-8 Warrant Exercise Price, collectively, the “Exercise Price”), subject to adjustment as provided in Section 7. Pursuant to Section 4(b) below, upon exercise of the Fifth Closing C-9 Warrant, payment of the Fifth Closing C-9 Warrant Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(e) Prior to the exercise of the Warrants, no holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to receive dividends or subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

3. Exercise Period. The Warrants shall be exercisable if and only if prior to the 30^th anniversary of the Fifth Closing Date (a) the closing of a Liquidity Event (as defined in the Third Amended and Restated Stockholders’ Agreement, excluding, for purposes of this Agreement, clause (i) of such definition in the Third Amended and Restated Stockholders’ Agreement) occurs and (b) the offering price per share of Class A Common Stock (in the case of a Liquidity Event that is a Qualified Public Offering, as defined in the Third Amended and Restated Stockholders’ Agreement) or aggregate consideration per share payable in respect of the Class C Common Stock (in the case of any other Liquidity Event, excluding, for purposes of this Agreement, clause (i) of such definition in the Third Amended and Restated Stockholders’ Agreement) exceeds (i) $10.00 per share, with respect to the Fifth Closing C-7A Warrant and the Fifth Closing C-7B Warrant, (ii) $15.00 per share, with respect to the Fifth Closing C-8 Warrant, and (iii) $20.00 per share, with respect to the Fifth Closing C-9 Warrant; provided, that the Initial Holders shall be entitled to exercise the Warrants prior to the occurrence of such a Liquidity Event (excluding, for purposes of this Agreement, clause (i) of such definition in the Third Amended and Restated Stockholders’ Agreement), with the issuance of Warrant Shares and the payment of the applicable Exercise Price pursuant to such Warrants to be contingent and effective upon the consummation of such Liquidity Event; and provided, further, that the Warrants shall only be exercisable if (x) the then-current holder is a Citizen of the United States (a “United States Citizen”) as defined in Section 40102(a)(15) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation, as interpreted by the United States Department of Transportation (the “DOT”) or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent or (y) the exercise is otherwise permissible under the United States federal statutory and/or regulatory restrictions with respect to the ownership and control of U.S. airlines by non-United States Citizens (the “Foreign Ownership Limitations”). The Warrants shall expire and cease to be exercisable upon the earlier of (i) immediately after the closing of a Liquidity Event (excluding, for purposes of this Agreement, clause (i) of such definition in the Third Amended and Restated Stockholders’ Agreement), if and to the extent not exercised in connection with such Liquidity Event and (ii) on the 30^th anniversary of the Fifth Closing Date.

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrants by any Person who is not a United States Citizen.

(b) Exercise. Subject to the provisions of this Agreement, upon surrender to the Company at its principal office of a Warrant Certificate with the Election to Purchase substantially in the form attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the applicable Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the applicable Warrant Shares as of the date of the surrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price with respect to an exercise of Warrants pursuant to this Section 4(b) shall be made, at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the applicable Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

5. Restrictions on Transfer.

(b) Warrant Register. The Company shall maintain at its principal office a Warrant Register for registration of Warrant Certificates and transfers thereof. The Company shall initially register each of the outstanding Warrants in the name of the applicable Initial Holder. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holders of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the

delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Fifth Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Fifth Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N¹ =

N x

O + A

O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.

N’ =

N x

M - F

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

holders of the Warrants, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had such Warrants been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N’ =

N x

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

Common Stock (and options, restricted stock units and other equity incentives exercisable, convertible or exchangeable therefor)

issued to the Company’s employees, officers, directors, consultants or advisors (whether or not still in such capacity on the date of exercise) under bona fide employee benefit plans or equity incentive plans adopted by the Board and approved by the holders of Common Stock when required by law, if such Common Stock would otherwise be covered by this Section 7(d), and

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:

N’ =

N x

O + D

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

(f) Current Market Price. In Sections 7(b), (c), (d) and (e), the current market price per share of Common Stock on any date is the average of the Closing Prices (as defined below) of the Common Stock for 20 consecutive trading days commencing 30 trading days before the date in question. The term “Closing Price” shall mean, for each trading day, (A) in the case of a security listed or admitted for trading on any United States national securities exchange or quotation system, the last reported sale price regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose, (B) in the case of a security not then listed or admitted for trading on any United States national securities exchange or quotation system and as to which no such reported sale price or bid or asked prices are available, the average or the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, City and State of New York, customarily published on each Business Day, designated by the Company, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than thirty (30) days prior to the date in question) for which prices have been so reported and (C) if there are not bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as to any share of Common Stock, the cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holders and the Company, whose determination shall be final and binding on the parties hereto; provided, however, that (i) with respect to a sale of securities approved unanimously by the members of the Board of Directors of the Company, the Fair Market Value of such securities shall be the price actually paid by the purchaser or purchasers of such securities, and (ii) with respect to a sale of securities pursuant to a public offering by the Company, the Fair Market Value of such securities shall be the offering price of such securities. The fees and expenses of the valuation firm pursuant to the preceding sentence, if applicable, shall be paid by the Company.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Fifth Closing Investor LLC-MBO LLC Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

(l) Reorganization of Company. If the Company (i) consolidates or merges with or into any person and upon completion of such consolidation or merger any of Cyrus Aviation Partners II, L.P., the members of MBO LLC, Carola Holdings Limited or any of their respective Affiliates (as defined in the Third Amended and Restated Stockholders’ Agreement) holds 50% or more of the voting power of such person (whether individually or in combination) or (ii) sells, transfers or disposes of all or substantially all of the assets to any or a combination of any of Cyrus Aviation Partners II, L.P., the members of MBO LLC, Carola Holdings Limited or any of their respective Affiliates (the transactions contemplated by the foregoing clauses (i) and (ii) collectively, the “Reorganization”), then concurrently with the consummation of the Reorganization, the corporation or other entity formed by or surviving such consolidation or merger or acquiring all or substantially all of the assets of the Company, as applicable, shall enter into a supplemental Fifth Closing Investor LLC-MBO LLC Warrant Agreement providing for appropriate adjustments, if any, necessary to give full effect to the intent of this Agreement. The successor corporation or other entity shall mail to Warrant holders a notice describing the supplemental Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Fifth Closing Investor LLC-MBO LLC Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(n) Adjustment in Exercise Price.

E¹

N¹

where:


E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

10. Legends. (a) This Warrant and the Warrant Shares issuable upon exercise hereof are subject in all respects to the terms and conditions of the Third Amended and Restated Stockholders’ Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Third Amended and Restated Stockholders’ Agreement. The holder of the Warrant, by acceptance of this Warrant, agrees to be bound by the applicable provisions of the Third Amended and Restated Stockholders’ Agreement and all applicable benefits of the Third Amended and Restated Stockholders’ Agreement shall inure to such holder.

(b) Except as otherwise provided in this Section 10, each Warrant Certificate and certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each Warrant Certificate and certificate for Warrants or Warrant Shares issued to any transferee of any such certificates, shall be stamped or otherwise imprinted with a legend in substantially the following form:

RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

THE TRANSFER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THE FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT REFERRED TO HEREIN.”

(c) Notwithstanding the provisions of Section 10(b), (i) the Company shall deliver certificates for Warrants or Warrant Shares without the second paragraph of the legend set forth in such paragraph if the securities referred to in such paragraph shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, and if such legend has been set forth on any previously delivered certificates, such legend shall be removed from any certificates at the request of the holder if the securities referred to in such clause have been registered under the Securities Act, or upon delivery of a legal opinion by such holder from counsel reasonably satisfactory to the Company that such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver certificates for Warrants or Warrant Shares without the first and third paragraphs of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Third Amended and Restated Stockholders’ Agreement.

11. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered by hand or sent

by facsimile transmission (with receipt confirmed), or, if timely delivered to an air courier guaranteeing overnight delivery service, on the next business day, or five business days after being deposited in the mail, first class, certified or registered, postage prepaid, return receipt requested, in each case addressed as follows (or to such other place or places as either of the parties shall designate by written notice to the other):

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Suite 200

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

12. Amendment. The Company with the consent of the registered holders of at least a majority of the then-outstanding and unexercised Warrants may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of each registered holder affected, no such amendment shall (a) with respect to Warrants held by a non-consenting registered holder, increase the applicable Exercise Price, or decrease the number of Warrant Shares issuable upon exercise of any Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (b) alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (c) shorten the expiration date of the Warrants, (d) waive the application of the adjustment provisions contained in Section 7 in connection with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 7 in a manner that would have an adverse economic impact on the holders, or (e) otherwise be effective against such holder unless such amendment, modification or waiver does not treat such holder differently in any respect from any other holder. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

13. Successors. Except as otherwise provided herein, all the covenants and provisions of this Agreement by or for the benefit of the Company and the registered holders of the Warrants shall inure to the benefit of their respective successors and assigns hereunder.

14. Governing Law. This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of such State.

15. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person other than the Company and the registered holders of the unexercised Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company and such registered holders.

16. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute one and the same instrument.

17. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

18. Remedies. The Company and the holder hereof each stipulates that the remedies at law of each party hereto in the event of any default or threatened default by the other party in the performance or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

19. Severability. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Agreement in any jurisdiction.

20. Effective Date. This Agreement shall become effective immediately upon the Fifth Closing.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Investor LLC-MBO LLC Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:	/s/ Holly Nelson
	Name:	Holly Nelson
	Title:	SVP & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Investor LLC-MBO LLC Warrant Agreement to be duly executed as of the day and year first above written.


CYRUS AVIATION INVESTOR, LLC

By:	CYRUS AVIATION PARTNERS II, L.P. Its Managing Member

By:	CYRUS CAPITAL PARTNERS GP, L.L.C. Its General Partner

By:	/s/ Stephen C. Friedheim
	Name:	Stephen C. Friedheim
	Title:	Managing Member

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Investor LLC-MBO LLC Warrant Agreement to be duly executed as of the day and year first above written.


VAI MBO INVESTORS, LLC

By:	/s/ David Cush
	Name:	David Cush
	Title:	Manager

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

FIFTH CLOSING C-7A WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Cyrus Aviation Investor LLC (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, subject to the conditions set forth in Section 3 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement dated as of January 12, 2010 between the Company, Holder and the other parties

named therein (the “Fifth Closing Investor LLC-MBO LLC Warrant Agreement”), up to 6,666,667 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $10.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Fifth Closing Investor LLC-MBO LLC Warrant Agreement, which Fifth Closing Investor LLC-MBO LLC Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Fifth Closing Investor LLC-MBO LLC Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement shall have the meanings assigned to them in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Fifth Closing C-7A Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

Exhibit B

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

FIFTH CLOSING C-7B WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, VAI MBO Investors LLC (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, subject to the conditions set forth in Section 3 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement dated as of January 12, 2010 between the Company, Holder and the other parties

named therein (the “Fifth Closing Investor LLC-MBO LLC Warrant Agreement”), up to 3,333,333 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $10.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Fifth Closing C-7B Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

Exhibit C

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

FIFTH CLOSING C-8 WARRANT CERTIFICATE

named therein (the “Fifth Closing Investor LLC-MBO LLC Warrant Agreement”), up to 20,000,000 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $15.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Fifth Closing C-8 Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash] [by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

Exhibit D

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

FIFTH CLOSING C-9 WARRANT CERTIFICATE

named therein (the “Fifth Closing Investor LLC-MBO LLC Warrant Agreement”), up to 30,000,000 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $20.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Investor LLC-MBO LLC Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Fifth Closing C-9 Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Fifth Closing Investor LLC-MBO LLC Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

EX-10.42 11 d761206dex1042.htm EX-10.42 EX-10.42

Exhibit 10.42

FIFTH CLOSING INVESTOR LLC WARRANT AGREEMENT

Dated as of January 12, 2010

between

VIRGIN AMERICA INC.

and

CYRUS AVIATION INVESTOR, LLC

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

WHEREAS, the Company wishes to facilitate an agreement among Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Carola”), VAI Management LLC, a Delaware limited liability company (“VAI”) and its U.S. citizen individual and institutional investors, including the Initial Holder, such that it may obtain additional capital and continue to exercise the rights, privileges, and obligations of its certificate of public convenience and necessity issued by the United States Department of Transportation (“DOT”);

WHEREAS, as provided in Section 1.1(i) of the Purchase and Restructuring Agreement, the Initial Holder will pay the Company an aggregate of $21,050 in cash;

WHEREAS, pursuant to the Purchase and Restructuring Agreement, the Company wishes to issue to Investor LLC, and Investor LLC wishes to purchase from the Company, a warrant to purchase 2,105,000 shares of non-voting, Class C Common Stock at a strike price of $5.00 per share (the “Fifth Closing C-6 Warrant”, or the “Warrant”);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company shall grant on the Fifth Closing Date to Investor LLC the Fifth Closing C-6 Warrant, which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the Fifth Closing Date, up to 2,105,000 fully-paid and non-assessable shares (subject to adjustment as provided in Section 7) of non-voting Class C common stock, par value $0.01 per share, of the Company (the “Class C Common Stock”, and the shares subject to the Fifth Closing C-6 Warrant, the “Fifth Closing C-6 Warrant Shares”)), at the exercise price of $5.00 per share (the “Fifth Closing C-6 Warrant Exercise Price”), subject to adjustment as provided in Section 7. Pursuant to Section 4(b) below, upon exercise of the Fifth Closing C-6 Warrant, payment of the Fifth Closing C-6 Warrant Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

(b) Prior to the exercise of the Warrant, no holder of a Warrant Certificate, as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to receive dividends or subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election

of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holder of the Warrant is not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

2. Warrant Certificates. The Warrant shall be evidenced by certificates issued pursuant to this Agreement (the “Warrant Certificates”) in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Agreement.

3. Exercise Period. The Fifth Closing C-6 Warrant shall be exercisable at any time and from time to time prior to the 30^th anniversary of the Fifth Closing Date; provided, however, that the Fifth Closing Class C-6 Warrant shall only be exercisable if (i) the then-current holder is a Citizen of the United States (a “United States Citizen”) as defined in Section 40102(a)(15) of Title 49 of the United States Code, as in effect on the date in question, or any successor statute or regulation, as interpreted by the United States Department of Transportation (the “DOT”) or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent or (ii) the exercise is otherwise permissible under the United States federal statutory and/or regulatory restrictions with respect to the ownership and control of U.S. airlines by non-United States Citizens (the “Foreign Ownership Limitations”).

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrant by any Person who is not a United States Citizen.

(b) Exercise. Subject to the provisions of this Agreement, upon surrender to the Company at its principal office of a Warrant Certificate with the Election to Purchase substantially in the form attached as Annex II to such Warrant Certificate duly executed, together with payment in accordance with the last sentence of this Section 4(b) of the applicable Exercise Price then in effect (the date of such surrender, the “Exercise Date”), the Company shall issue and deliver promptly to the registered holder of such Warrant Certificate, a certificate or certificates for the Warrant Shares or other securities or property to which the registered holder is entitled, registered in the name of such registered holder or, upon the written order of such registered holder, in such name or names as such registered holder may designate. Any certificate or certificates representing Warrant Shares shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become the holder of record of the Warrant Shares as of the date of the surrender of such Warrant Certificate (together with such duly executed Form of Election to Purchase) and payment of the Exercise Price. Payment of the applicable Exercise Price with respect to an exercise of Warrant pursuant to this Section 4(b) shall be made, at the holder’s option, (x) in cash or (y) without the payment of cash, by reducing the number of shares of Class C Common Stock obtainable upon the exercise of such Warrant (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrant equal to the product of (A) the number of shares of Class C Common Stock that would have been issued

if the Warrant being exercised had been exercised upon the full payment of the Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

(c) Exercise in Whole or in Part. The purchase rights pursuant to Section 3 evidenced by a Warrant Certificate shall be exercisable, at the election of the registered holder thereof, in whole or in part. If less than all of the Warrant Shares purchasable under the Warrant Certificate are purchased, the Company shall cancel such Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number of Warrant Shares purchasable thereunder.

(d) Fractional Shares. No fractional shares of Common Stock shall be issued upon exercise of the Warrant. Instead the Company shall round the results of an exercise down to the nearest full share of Common Stock and pay the warrant holder an amount in cash equal to the amount of the fractional share not issued multiplied by the Exercise Price per share.

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrant as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of the outstanding Warrant. All shares of Common Stock that may be issued upon exercise of the Warrant must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrant or its affiliates.

5. Restrictions on Transfer.

(a) Restrictions Under Stockholders Agreement. It is acknowledged that the Warrant (and the Class C Common Stock issuable upon the exercise thereof) is subject to certain restrictions on transfer as set forth in the Third Amended and Restated Stockholders’ Agreement, and that any transferee of the Warrant shall execute an instrument signifying its agreement to be bound by the terms and conditions of the Third Amended and Restated Stockholders’ Agreement.

(b) Warrant Register. The Company shall maintain at its principal office a Warrant Register for registration of Warrant Certificates and transfers thereof. The Company shall initially register the outstanding Warrant in the name of the Initial Holder. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of the Warrant.

(c) Warrant and Warrant Shares Not Registered. Each registered holder of the Warrant, by acceptance thereof, represents and acknowledges that the Warrant and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrant and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrant to and with the Company that such holder (1) is acquiring the Warrant for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrant and (y) are subject to restrictions on transfer under the Third Amended and Restated Stockholders’ Agreement. Neither the Warrant nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Third Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(d) Warrant and Warrant Shares Not Registered. Each registered holder of the Warrant, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrant or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrant or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(c), if required, whereupon, but only if such transfer is not restricted pursuant to the Third Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrant and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of the Warrant in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrant to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrant shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

6. Listing on Securities Exchanges. If the Common Stock is listed on a stock exchange or quoted on the Nasdaq National Market, the Company will use its reasonable efforts

to procure at its sole expense the listing of all Warrant Shares (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed, or the quotation of the Warrant Shares on the Nasdaq National Market, as the case may be, and maintain the listing or quotation of such shares and other securities after issuance.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of the Warrant is subject to adjustment from time to time upon the occurrence following the Fifth Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Fifth Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

then the number of shares of Common Stock issuable upon exercise of the Warrant immediately prior to such action shall be proportionately adjusted so that the holder of the Warrant thereafter exercised shall receive the aggregate number and kind of shares of capital stock of the Company which he would have owned immediately following such action if the Warrant had been exercised immediately prior to such action.

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in accordance with the formula:

N¹ =

N x

O + A

O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of the Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of the Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of the Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.

(c) Adjustment for Other Distributions. If the Company distributes to all holders of its Common Stock any of its assets (excluding cash distributions for which Section 7(p) hereof is applicable) or debt or other securities or any rights, options or warrants to purchase the assets or debt or other securities of the Company, the number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in accordance with the formula:

N’ =

N x

M - F

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of the Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of the Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section 7(c) does not apply to rights, options or warrants referred to in Section 7(b). If any adjustment is made pursuant to this Section 7(c) as a result of the issuance of rights, options or warrants and at the end of the period during which any such rights, options or warrants are exercisable, not all such rights, options or warrants shall have been exercised, the Warrant shall be immediately readjusted as if “F” in the above formula was the fair market value described in the definition of “F” on the record date of the assets or securities actually distributed upon exercise of such rights, options or warrants divided by the number of shares of Common Stock outstanding on the record date. Notwithstanding anything to the contrary contained in this Section 7(c), if “M-F” in the above formula is less than $1.00, the Company may elect to, and if “M-F” is a negative number, the Company shall, in lieu of the adjustment otherwise required by this Section 7(c), distribute to the holder of the Warrant, upon exercise thereof, the assets, securities, rights, options or warrants (or the proceeds thereof) which would have been distributed to such holders had the Warrant been exercised immediately prior to the record date for such distribution.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in accordance with the formula:

N’ =

N x

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of the Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of the Warrant.



O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

the exercise of the Warrant, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, or the issuance of Common Stock upon the exercise of rights, options or warrants issued to the holders of Common Stock,

(iii)

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of the Warrant shall be adjusted in accordance with this formula:

N’ =

N x

O + D

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of the Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of the Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of the Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

which prices have been so reported and (C) if there are not bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as to any share of Common Stock, the cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holder and the Company, whose determination shall be final and binding on the parties hereto; provided, however, that (i) with respect to a sale of securities approved unanimously by the members of the Board of Directors of the Company, the Fair Market Value of such securities shall be the price actually paid by the purchaser or purchasers of such securities, and (ii) with respect to a sale of securities pursuant to a public offering by the Company, the Fair Market Value of such securities shall be the offering price of such securities. The fees and expenses of the valuation firm pursuant to the preceding sentence, if applicable, shall be paid by the Company.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(h) When De Minimis Adjustment May Be Deferred.

No adjustment in the number of shares of Common Stock issuable upon exercise of the Warrant need be made unless the adjustment would require an increase or decrease of at least 1% in such number. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(i) When No Adjustment Required. No adjustment need be made for a transaction referred to in Sections 7(b), (c), (d) or (e) if the relevant Warrant holder is to participate, without requiring the Warrant to be exercised, in the transaction on a basis and with notice that the Board reasonably determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. The Warrant holder’s having the opportunity to participate in a transaction shall not of itself trigger the applicability of this subsection (i) in the absence of actual participation (or election to participate) in such transaction by such Warrant holder.

To the extent the Warrant becomes convertible into cash, no adjustment need be made thereafter as to the amount of cash into which the Warrant is exercisable. Interest will not accrue on the cash.

(j) Notice of Adjustment. Upon any adjustment of the number of shares or Exercise Price pursuant to Section 7, the Company shall within five days, mail to the registered holder of the Warrant, first class, postage prepaid, a notice of the adjustment together with a certificate from the Company’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it.

(k) Notice of Certain Transactions. If:

(i)

the Company takes any action that would require an adjustment in the number of shares of Common Stock issuable upon exercise of a Warrant or Exercise Price pursuant to Sections 7(a), (b), (c), (d) or (e) and if the Company does not arrange for the Warrant holder to participate pursuant to Section 7(i);

(ii)

the Company takes any action that would require a supplemental Fifth Closing Investor LLC Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

the Company shall mail to the registered holder of the Warrant, first class, postage prepaid, a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the validity of the transaction.

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of the Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrant shall, following exercise of the Warrant in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Fifth Closing Investor LLC Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to the Warrant holder a notice describing the supplemental Fifth Closing Investor LLC Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Fifth Closing Investor LLC Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Fifth Closing Investor LLC Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(m) When Issuance or Payment May Be Deferred. In any case in which this Section 7 shall require that an adjustment in the number of shares of Common Stock issuable upon exercise of the Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event issuing to the holder of the Warrant exercised after such record date the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the number of shares of Common Stock issuable upon exercise of the Warrant; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment.

(n) Adjustment in Exercise Price.

Upon each event that provides for an adjustment of the number of shares of Common Stock issuable upon exercise of a Warrant pursuant to this Section 7, the Warrant outstanding prior to the making of the adjustment shall thereafter have an adjusted applicable Exercise Price (calculated to the nearest ten millionth) obtained from the following formula:


E¹ =	E x	N
E¹ =	E x	N¹

where:


E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of the Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of the Warrant by payment of the Exercise Price prior to adjustment.

Following any adjustment to the applicable Exercise Price pursuant to this Section 7, the amount payable, when adjusted and together with any consideration allocated to the issuance of the Warrant, shall never be less than the par value per Warrant Share at the time of such adjustment. Such adjustment shall be made successively whenever any event listed above shall occur. The Company hereby agrees with the holder of the Warrant that it shall not increase the par value of the Common Stock above its current par value of $.01 per share.

(o) Form of Warrant. Irrespective of any adjustment in the number or kind of shares issuable upon the exercise of the Warrant or the payment of the applicable Exercise Price, Warrant Certificates theretofore or thereafter issued may continue to state the same number and kind of shares and the same applicable Exercise Price as are stated in the Warrant Certificates initially issuable pursuant to this Agreement without affecting the number and kind of such shares issuable upon the exercise of the Warrant or payment of the applicable Exercise Price.

8. Exchange and Replacement of Warrant Certificate. The Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered holder thereof at the principal executive office of the Company, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Warrant Shares in such denominations as shall be designated by the registered holder thereof at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of the Warrant Certificate, and, in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of such Warrant Certificate, if mutilated, the Company will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

9. Payment of Taxes. The Company will pay all documentary stamp taxes attributable to the initial issuance of the Warrant and of the Warrant Shares upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of the Warrant Certificates or any certificates for Warrant Shares in a name other than that of the registered holder of such Warrant Certificate, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the holder of the Warrant shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional Warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrant”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Third Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrant. The price paid by the holder of the Warrant for the Additional Warrant shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrant, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrant that has been registered in connection with a Demand Registration pursuant to Section 10 of the Third Amended and Restated Stockholders’ Agreement or a Piggyback Registration pursuant to Section 11 of the Third Amended and Restated Stockholders’ Agreement.

(b) Except as otherwise provided in this Section 10, each Warrant Certificate and certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each Warrant Certificate and certificate for Warrant or Warrant Shares issued to any transferee of any such certificates, shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR

OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

THE TRANSFER OF THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THE FIFTH CLOSING INVESTOR LLC WARRANT AGREEMENT REFERRED TO HEREIN.”

(c) Notwithstanding the provisions of Section 11(b), (i) the Company shall deliver certificates for the Warrant or Warrant Shares without the second paragraph of the legend set forth in such paragraph if the securities referred to in such paragraph shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, and if such legend has been set forth on any previously delivered certificates, such legend shall be removed from any certificates at the request of the holder if the securities referred to in such clause have been registered under the Securities Act, or upon delivery of a legal opinion by such holder from counsel reasonably satisfactory to the Company that such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver certificates for Warrant or Warrant Shares without the first and third paragraphs of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Third Amended and Restated Stockholders’ Agreement.

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Suite 200

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

13. Amendment. The Company with the consent of the registered holder of the Warrant may amend or supplement this Agreement or waive compliance by the Company in a particular instance with any provision of this Agreement; provided that without the consent of such registered holder, no such amendment shall (a) increase the applicable Exercise Price, or decrease the number of Warrant Shares issuable upon exercise of the Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (b) alter the Company’s obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than pursuant to adjustments otherwise provided for in this Agreement, including the adjustments provided for in Section 7 hereof), (c) shorten the expiration date of the Warrant or (d) waive the application of the adjustment provisions contained in Section 7 in connection with any events to which such provisions apply or otherwise modify the adjustment provisions contained in Section 7 in a manner that would have an adverse economic impact on the holders. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

14. Successors. Except as otherwise provided herein, all the covenants and provisions of this Agreement by or for the benefit of the Company and the registered holder of the Warrant shall inure to the benefit of their respective successors and assigns hereunder.

16. Benefits of This Agreement. Nothing in this Agreement shall be construed to give to any person other than the Company and the registered holder of the unexercised Warrant Certificates any legal or equitable right, remedy or claim under this Agreement, and this Agreement shall be for the sole and exclusive benefit of the Company and such registered holder.

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

21. Effective Date. This Agreement shall become effective immediately upon the Fifth Closing.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Investor LLC Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:	/s/ Holly Nelson
	Name:	Holly Nelson
	Title:	SVP & Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Closing Investor LLC Warrant Agreement to be duly executed as of the day and year first above written.


CYRUS AVIATION INVESTOR, LLC

By:		CYRUS AVIATION PARTNERS II, L.P.,
		its Managing Member

By:		CYRUS CAPITAL PARTNERS GP, L.L.C., its General Partner

By:		/s/ Stephen C. Freidheim

Name:		Stephen C. Freidheim

Title:		Managing Member

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF JANUARY 12, 2010 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), CAROLA HOLDINGS LIMITED, VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

FIFTH CLOSING C-6 WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, Cyrus Aviation Investor LLC (“Holder”), is the registered holder of the Warrant (the “Warrant”) to purchase, after the date hereof until 5:00 P.M, New York time on January , 2040, up to 2,105,000 fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Fifth Closing Investor LLC Warrant Agreement dated as of January , 2010 between the Company

and Holder (the “Fifth Closing Investor LLC Warrant Agreement”)) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $5.00 per share, subject to adjustment as provided in Section 7 of the Fifth Closing Investor LLC Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Fifth Closing Investor LLC Warrant Agreement. Upon exercise of the Warrant, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Fifth Closing Investor LLC Warrant Agreement).

The Warrant evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Fifth Closing Investor LLC Warrant Agreement.

The Warrant evidenced by this Warrant Certificate are issued pursuant to the Fifth Closing Investor LLC Warrant Agreement, which Fifth Closing Investor LLC Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrant. A copy of the Fifth Closing Investor LLC Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Fifth Closing Investor LLC Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrant, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Fifth Closing Investor LLC Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Fifth Closing Investor LLC Warrant Agreement.

Upon the exercise of this Warrant for less than all of the Warrant Shares evidenced by this Certificate, the Company shall forthwith issue to the holder hereof a new Warrant Certificate representing such numbered of unexercised Warrant Shares.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Fifth Closing Investor LLC Warrant Agreement shall have the meanings assigned to them in the Fifth Closing Investor LLC Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: January , 2010


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Fifth Closing C-6 Warrant]

ANNEX I

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrant (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Fifth Closing Investor LLC Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

EX-10.43 12 d761206dex1043.htm EX-10.43 EX-10.43

Exhibit 10.43

SIXTH CLOSING WARRANT AGREEMENT

Dated as of December 9, 2011

between

VIRGIN AMERICA INC.

and

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

WHEREAS, as provided in Section 1.1(d) of the Sixth Closing Agreement, the Initial Holder or an Affiliate of the Initial Holder has agreed to provide certain debt financing to the Company;

WHEREAS, pursuant to the Sixth Closing Agreement and in consideration of the provision of the debt financing described above, the Company wishes to issue to the Initial Holder, and the Initial Holder wishes to acquire from the Company, warrants to acquire shares of non-voting, Class C Common Stock (as defined below) at a strike price of $3.50 per share; and

WHEREAS, the Company and the Initial Holder fully recognize various limitations on the exercise of such warrants, including being subject to exercise only upon the occurrence of a Transfer of such warrants to a third party that is not an Affiliate of the Initial Holder and only when permitted by U.S. airline citizenship requirements, currently found at 49 U.S.C. 40102 (a)(15) (the “Foreign Ownership Limitations”), as interpreted by United States Department of Transportation or any other federal department or agency at the time administering the federal aviation laws codified in title 49 of the United States Code in applicable precedent (“DOT”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company shall grant on the date hereof (the “Sixth Closing Date”) to the Initial Holder warrants (the “Warrants”) which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the Sixth Closing Date, up to fully-paid and non-assessable shares (such shares, subject to adjustment as provided in Section 7, the “Warrant Shares”) of non-voting Class C common stock, par value $0.01 per share, of the Company (the “Class C Common Stock”), at the exercise price of $3.50 per share, subject to adjustment as provided in Section 7 (the “Exercise Price”). Pursuant to Section 4(b) below, upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

3. Exercise Period. The Warrants shall be exercisable (i) after or in connection with a Transfer (other than a Permitted Transfer, but including a Transfer in connection with a public offering of equity securities of the Company) of such Warrants in accordance with the terms of the Fourth Amended and Restated Stockholders’ Agreement and (ii) in connection with the settlement or delivery of Warrant Shares to an underwriter in a public offering; provided, however, that, in connection with a Transfer pursuant to clause (i) above, the Warrants shall not be exercisable until the earlier to occur of (x) the permissibility of such exercise under the Foreign Ownership Limitations or (y) the Transfer of such Warrants to any holder who is a “citizen of the United States,” as that term is defined in 49 U.S.C. Section 40102(a)(15), as in effect on the date in question, or any successor statute or regulation, as interpreted by the DOT in applicable precedent (“United States Citizen”). In the event that a registered holder who wishes to exercise the Warrants is not a United States Citizen, then such holder shall provide the Company with at least 30 days’ prior written notice of any intended exercise in order to facilitate the Company’s provision of advance notice to DOT as described in Section 4(a).

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrants by any Person who is not a United States Citizen.

such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

5. Restrictions on Transfer.

(a) Restrictions Under Stockholders Agreement. It is acknowledged that the Warrants (and the Class C Common Stock issuable upon the exercise thereof) are subject to certain restrictions on transfer as set forth in the Fourth Amended and Restated Stockholders’ Agreement, and that any transferee of the Warrants shall execute an instrument signifying its agreement to be bound by the terms and conditions of the Fourth Amended and Restated Stockholders’ Agreement.

thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Fourth Amended and Restated Stockholders’ Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Fourth Amended and Restated Stockholders’ Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(d) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(c), if required, whereupon, but only if such transfer is not restricted pursuant to the Fourth Amended and Restated Stockholders’ Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Sixth Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Sixth Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N¹ =

N x

O + A

O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.

N’ =

N x

M - F

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:

N’ =

N x

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:

N’ =

N x

O + D

O + P/M

where:


N’	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange or through the Nasdaq National Market, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Sixth Closing Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

the Company shall mail to registered holders of the applicable Warrants, first class, postage prepaid, a notice stating the proposed record date for a dividend or distribution or the proposed

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall, following exercise of the Warrants in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Sixth Closing Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Sixth Closing Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Sixth Closing Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Sixth Closing Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(n) Adjustment in Exercise Price.

E¹

N¹

where:


E¹	=	the adjusted Exercise Price.

E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

(q) Limitations on Adjustments Upon Registration. Notwithstanding anything to the contrary in this Section 7, the adjustments described in Section 7(b), 7(c), 7(d) and 7(e) hereof shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Fourth Amended and Restated Stockholders’ Agreement or a Piggyback Registration pursuant to Section 11 of the Fourth Amended and Restated Stockholders’ Agreement.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Fourth Amended and Restated Stockholders’ Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Fourth Amended and Restated Stockholders’ Agreement or a Piggyback Registration pursuant to Section 11 of the Fourth Amended and Restated Stockholders’ Agreement.

11. Legends. (a) This Warrant and the Warrant Shares issuable upon exercise hereof are subject in all respects to the terms and conditions of the Fourth Amended and Restated Stockholders’ Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Fourth Amended and Restated Stockholders’ Agreement. The holder of the Warrant, by acceptance of this Warrant, agrees to be bound by the applicable

provisions of the Fourth Amended and Restated Stockholders’ Agreement and all applicable benefits of the Fourth Amended and Restated Stockholders’ Agreement shall inure to such holder.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF DECEMBER 9, 2011 (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

THE TRANSFER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THE SIXTH CLOSING WARRANT AGREEMENT REFERRED TO HEREIN.”

(c) Notwithstanding the provisions of Section 11(b), (i) the Company shall deliver certificates for Warrants or Warrant Shares without the second paragraph of the legend set forth in such paragraph if the securities referred to in such paragraph shall have been registered under the Securities Act or if such legend is otherwise not required under the Securities Act, and if such legend has been set forth on any previously delivered certificates, such legend shall be removed from any certificates at the request of the holder if the securities referred to in such clause have been registered under the Securities Act, or upon delivery of a legal opinion by such holder from counsel reasonably satisfactory to the Company that such legend is not otherwise required under the Securities Act, and (ii) the Company shall deliver certificates for Warrants or Warrant Shares without the first and third paragraphs of the legend set forth in such clause if such legend is no longer required pursuant to the terms of the Fourth Amended and Restated Stockholders’ Agreement.

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

differently in any respect from any other holder. The Company shall not amend, modify or change any provision of its articles or certificate of incorporation or bylaws to the extent that such amendment, modification or change would result in the Company being unable to perform or comply with its obligations hereunder.

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

21. Effective Date. This Agreement shall become effective immediately on the Sixth Closing Date.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:
		Name:
		Title:

IN WITNESS WHEREOF, the parties hereto have caused this Sixth Closing Warrant Agreement to be duly executed as of the day and year first above written.




By:
		Name:
		Title:

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, DATED AS OF (THE “STOCKHOLDERS’ AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”) AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS’ AGREEMENT.

No. W-

CLASS C- WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, , (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M, New York time on , 2041, up to fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Sixth Closing Warrant Agreement dated as of , 2011 between the Company and Holder (the

“Sixth Closing Warrant Agreement”)) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $3.50 per share, subject to adjustment as provided in Section 7 of the Sixth Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Sixth Closing Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Sixth Closing Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Sixth Closing Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Sixth Closing Warrant Agreement, which Sixth Closing Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Sixth Closing Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Sixth Closing Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Sixth Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Sixth Closing Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Sixth Closing Warrant Agreement shall have the meanings assigned to them in the Sixth Closing Warrant Agreement.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: , 2011


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature page to Virgin Management Limited Class C-11 Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder

desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Sixth Closing Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)


		(Insert Social Security or Other Identifying Number of Holder

EX-10.44 13 d761206dex1044.htm EX-10.44 EX-10.44

Exhibit 10.44

SEVENTH CLOSING WARRANT AGREEMENT

Dated as of May 10, 2013

between

VIRGIN AMERICA INC.

and

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

WHEREAS, as provided in Section 1.1(b) of the Seventh Closing Agreement, the Initial Holder or an Affiliate of the Initial Holder has agreed to cancel a portion of the accrued PIK interest on the notes previously issued by the Company to the Initial Holder or an Affiliate thereof;

WHEREAS, pursuant to the Seventh Closing Agreement and in consideration of the agreement to cancel a portion of the accrued PIK interest on the notes previously issued by the Company to the Initial Holder, the Company wishes to issue to the Initial Holder, and the Initial Holder wishes to acquire from the Company, warrants to acquire shares of non-voting, Class C Common Stock at a strike price of $2.50 per share; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(a) The Company shall grant on the date hereof (the “Seventh Closing Date”) to the Initial Holder warrants (the “Warrants”) which shall entitle the registered holder thereof, subject to Section 3 and Section 5 below, to purchase from the Company, at any time and from time to time prior to the 30^th anniversary of the Seventh Closing Date, up to fully-paid and non-assessable shares (such shares, subject to adjustment as provided in Section 7, the “Warrant Shares”) of non-voting Class C common stock, par value $0.01 per share, of the Company (the “Class C Common Stock”), at the exercise price of $2.50 per share, subject to adjustment as provided in Section 7 (the “Exercise Price”). Pursuant to Section 4(b) below, upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined below).

3. Exercise Period. The Warrants shall be exercisable (i) after or in connection with a Transfer (other than a Permitted Transfer, but including a Transfer in connection with a public offering of equity securities of the Company) of such Warrants in accordance with the terms of the Sixth Amended and Restated Stockholders Agreement and (ii) in connection with the settlement or delivery of Warrant Shares to an underwriter in a public offering; provided, however, that, in connection with a Transfer pursuant to clause (i) above, the Warrants shall not be exercisable until the earlier to occur of (x) the permissibility of such exercise under the Foreign Ownership Limitations or (y) the Transfer of such Warrants to any holder who is a “citizen of the United States,” as that term is defined in 49 U.S.C. Section 40102(a)(15), as in effect on the date in question, or any successor statute or regulation, as interpreted by the DOT in applicable precedent (“United States Citizen”). In the event that a registered holder who wishes to exercise the Warrants is not a United States Citizen, then such holder shall provide the Company with at least 30 days’ prior written notice of any intended exercise in order to facilitate the Company’s provision of advance notice to DOT as described in Section 4(a).

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrants by any Person who is not a United States Citizen.

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

5. Restrictions on Transfer.

(a) Restrictions Under Stockholders Agreement. It is acknowledged that the Warrants (and the Class C Common Stock issuable upon the exercise thereof) are subject to certain restrictions on transfer as set forth in the Sixth Amended and Restated Stockholders Agreement, and that any transferee of the Warrants shall execute an instrument signifying its agreement to be bound by the terms and conditions of the Sixth Amended and Restated Stockholders Agreement.

(b) Warrant Register. The Company shall maintain at its principal office a Warrant Register for registration of Warrant Certificates and transfers thereof. The Company shall initially register the outstanding Warrants in the name of the Initial Holder. The Company may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof and of the Warrants represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Sixth Amended and Restated Stockholders Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Sixth Amended and Restated Stockholders Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(d) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(c), if required, whereupon, but only if such transfer is not restricted pursuant to the Sixth Amended and Restated Stockholders Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

6. Listing on Securities Exchanges. If the Common Stock is listed on a stock exchange, the Company will use its reasonable efforts to procure at its sole expense the listing of all Warrant Shares (subject to issuance or notice of issuance) on all stock exchanges on which the Common Stock is then listed and maintain the listing of such shares and other securities after issuance.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Seventh Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Seventh Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


N¹ =	N x	O + A
N¹ =	N x	O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.


N' =	N x	M
N' =	N x	M - F

where:


		N'		=		the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


N' =	N x	A
N' =	N x	O + P/M

where:



N'	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:


N' =	N x	O + D
N' =	N x	O + P/M

where:



N'	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Seventh Closing Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall, following exercise of the Warrants in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Seventh Closing Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Seventh Closing Warrant Agreement.

If the issuer of securities deliverable upon exercise of Warrants under the supplemental Seventh Closing Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Seventh Closing Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(n) Adjustment in Exercise Price.


E¹ =	E x	N
E¹ =	E x	N¹

where:



E¹	=	the adjusted Exercise Price.



E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

(q) Limitations on Adjustments Upon Registration. Notwithstanding anything to the contrary in this Section 7, the adjustments described in Section 7(b), 7(c), 7(d) and 7(e) hereof shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Sixth Amended and Restated Stockholders Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.

11. Legends. (a) This Warrant and the Warrant Shares issuable upon exercise hereof are subject in all respects to the terms and conditions of the Sixth Amended and Restated Stockholders Agreement. No transfer, sale, assignment, hypothecation or other disposition of this Warrant or the Warrant Shares issuable upon exercise hereof may be made except in accordance with the provisions of the Sixth Amended and Restated Stockholders Agreement. The holder of the Warrant, by acceptance of this Warrant, agrees to be bound by the applicable provisions of the Sixth Amended and Restated Stockholders Agreement and all applicable benefits of the Sixth Amended and Restated Stockholders Agreement shall inure to such holder.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF MAY 10, 2013 (THE “STOCKHOLDERS AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), , VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS AGREEMENT.

THE SECURITIES EVIDENCED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO RESTRICTIONS ON VOTING PROVIDED FOR IN THE STOCKHOLDERS AGREEMENT AND NO VOTE OF SUCH SECURITIES THAT CONTRAVENES SUCH STOCKHOLDERS AGREEMENT SHALL BE EFFECTIVE.

THE TRANSFER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF IS RESTRICTED IN ACCORDANCE WITH THE SEVENTH CLOSING WARRANT AGREEMENT REFERRED TO HEREIN.”

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

21. Effective Date. This Agreement shall become effective immediately on the Seventh Closing Date.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:
		Name:
		Title:

[Signature Page to Seventh Closing Warrant Agreement of [Cyrus Entity]]

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Closing Warrant Agreement to be duly executed as of the day and year first above written.




By:
		Name:
		Title:

[Signature Page to Seventh Closing Warrant Agreement of [ ]]

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF MAY 10, 2013 (THE “STOCKHOLDERS AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), , VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS AGREEMENT.

No. W-

A-1

CLASS C- WARRANT CERTIFICATE

This Warrant Certificate certifies that, for value received, , having an address at c/o Cyrus Capital Partners, L.P., 399 Park Avenue, 39th Floor, New York, NY 10022 (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, after the date hereof until 5:00 P.M., New York time on , 2043, up to fully-paid and non-assessable shares (subject to adjustment in certain events as provided in Section 7 of the Seventh Closing Warrant Agreement dated as of , 2013 between the Company and Holder (the “Seventh Closing Warrant Agreement”) of Class C common stock, $0.01 par value (“Class C Common Stock”), of VIRGIN AMERICA INC., a Delaware corporation (the “Company”), at the exercise price of $2.50 per share, subject to adjustment as provided in Section 7 of the Seventh Closing Warrant Agreement (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, subject to the terms and conditions set forth herein and in the Seventh Closing Warrant Agreement. Upon exercise of the Warrants, payment of the applicable Exercise Price shall be made, at the holder’s option, in cash or pursuant to a Cashless Exercise (as defined in the Seventh Closing Warrant Agreement).

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Seventh Closing Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are issued pursuant to the Seventh Closing Warrant Agreement, which Seventh Closing Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words “holders” or “holder” meaning the registered holders or registered holder) of the Warrants. A copy of the Seventh Closing Warrant Agreement may be obtained by the holder(s) hereof upon written request directed to the Company.

The Seventh Closing Warrant Agreement provides that upon the occurrence of certain events, the type and/or number of the Company’s securities issuable upon exercise of the Warrants, and the Exercise Price, may, subject to certain conditions, be adjusted.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Seventh Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Seventh Closing Warrant Agreement.

All terms used in this Warrant Certificate which are not defined herein and are defined in the Seventh Closing Warrant Agreement shall have the meanings assigned to them in the Seventh Closing Warrant Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: , 2013


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature Page to Class [ ] Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.)


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Seventh Closing Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .


Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

EX-10.45 14 d761206dex1045.htm EX-10.45 EX-10.45

Exhibit 10.45

SEVENTH CLOSING WARRANT AGREEMENT

Dated as of May 10, 2013

between

VIRGIN AMERICA INC.

and

WHEREAS, as provided in Section 1.1(d) of the Seventh Closing Agreement, the Initial Holder or an Affiliate of the Initial Holder has agreed to: (i) provide certain debt financing to the Company; and (ii) cancel a portion of the accrued PIK interest accrued through the Seventh Closing Date relating to the notes previously issued by the Company to the Initial Holder or an Affiliate thereof;

WHEREAS, pursuant to the Seventh Closing Agreement and in consideration of the provision of the debt financing described above, the Company wishes to issue to the Initial Holder, and the Initial Holder wishes to acquire from the Company, warrants to acquire shares of non-voting, Class C Common Stock (as defined below) at a strike price of $2.50 per share; and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Grant.

(b) Prior to the exercise of the Warrants, no holder of a Warrant Certificate (as defined below), as such, shall be entitled to any rights of a stockholder of the Company, including, without limitation, the right to receive dividends or subscription rights, the right to vote, to consent, to exercise any preemptive right, to receive any notice of meetings of stockholders for the election of directors of the Company or any other matter or to receive any notice of any proceedings of the Company, except as may be specifically provided for herein. The holders of the Warrants are not entitled to share in the assets of the Company in the event of the liquidation, dissolution or winding up of the Company’s affairs.

3. Exercise Period. The Warrants shall be exercisable (i) after or in connection with a Transfer (other than a Permitted Transfer, but including a Transfer in connection with a public offering of equity securities of the Company) of such Warrants in accordance with the terms of the Sixth Amended and Restated Stockholders Agreement and (ii) in connection with the settlement or delivery of Warrant Shares to an underwriter in a public offering; provided, however, that, in connection with a Transfer pursuant to clause (i) above, the Warrants shall not be exercisable until the earlier to occur of (x) the permissibility of such exercise under the Foreign Ownership Limitations or (y) the Transfer of such Warrants to any holder who is a “citizen of the United States,” as that term is defined in 49 U.S.C. Section 40102(a)(15), as in effect on the date in question, or any successor statute or regulation, as interpreted by the DOT in applicable precedent (“United States Citizen”). In the event that a registered holder who wishes to exercise the Warrants is not a United States Citizen, then such holder shall provide the Company with at least 30 days’ prior written notice of any intended exercise in order to facilitate the Company’s provision of advance notice to DOT as described in Section 4(a).

4. Exercise of Warrant.

(a) DOT Notification. The Company will provide the DOT with 30-day advance written notice prior to the intended exercise of any of the Warrants by any Person who is not a United States Citizen.

by reducing the number of shares of Class C Common Stock obtainable upon the exercise of such Warrants (an exercise as provided under this clause (y), a “Cashless Exercise”) so as to yield a number of shares of Class C Common Stock issued upon the exercise of such Warrants equal to the product of (A) the number of shares of Class C Common Stock that would have been issued if the Warrants being exercised had been exercised upon the full payment of the Exercise Price in cash and (B) a fraction, the numerator of which is the excess of the current market price per share of Common Stock on the applicable Exercise Date (determined in accordance with Section 7(f)) over the Exercise Price as of such Exercise Date and the denominator of which is the current market price per share of the Common Stock as of such Exercise Date (determined in accordance with Section 7(f)).

(e) Reservation of Shares. The Company will at all times reserve and keep available out of its authorized Common Stock solely for the purpose of issuance upon exercise of the Warrants as herein provided, such number of shares of Common Stock as shall from time to time be issuable upon the exercise of all outstanding Warrants. All shares of Common Stock that may be issued upon exercise of the Warrants must and will be duly authorized and, upon issuance, be validly issued, fully paid and nonassessable and not subject to preemptive rights of any stockholder or other Person and free from all taxes, liens, charges and security interests with respect to the issuance thereof, other than those taxes, liens, charges and security interests as may be created by the holder of such Warrants or its affiliates.

5. Restrictions on Transfer.

(a) Restrictions Under Stockholders Agreement. It is acknowledged that the Warrants (and the Class C Common Stock issuable upon the exercise thereof) are subject to certain restrictions on transfer as set forth in the Sixth Amended and Restated Stockholders Agreement, and that any transferee of the Warrants shall execute an instrument signifying its agreement to be bound by the terms and conditions of the Sixth Amended and Restated Stockholders Agreement.

other writing on the Warrant Certificates made by any person) for the purpose of any exercise thereof or any distribution to the holder(s) thereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. For the purpose of this Agreement, all references to a holder herein shall refer to a registered holder of Warrants.

(c) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, represents and acknowledges that the Warrants and the Warrant Shares which may be purchased upon exercise of a Warrant (x) are not registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities laws, that the issuance of the Warrants and the offering and sale of such Warrant Shares are being made in reliance on the exemption from registration under Section 4(2) of the Securities Act and from similar exemptions under state securities laws as not involving any public offering and that the Company’s reliance on such exemption is predicated in part on the representations made by the Initial Holder of the Warrants to and with the Company that such holder (1) is acquiring the Warrants for investment for its own account, with no present intention of reselling or otherwise distributing the same, (2) is an “accredited investor” as defined in Regulation D under the Securities Act, and (3) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments made or to be made in connection with the acquisition and exercise of the Warrants and (y) are subject to restrictions on transfer under the Sixth Amended and Restated Stockholders Agreement. Neither the Warrants nor the related Warrant Shares may be transferred except (i) in compliance with the terms of the Sixth Amended and Restated Stockholders Agreement and (ii) (A) pursuant to an effective registration statement under the Securities Act, (B) pursuant to Rule 144 under the Securities Act if the transfer is permitted by Rule 144 and the transferor delivers a certificate, in form and substance reasonably satisfactory to the Company, that such transfer complies with the requirements of Rule 144, or (C) pursuant to any other available exemption from registration if such transferee makes the representations set forth in the preceding sentence in writing to the Company and, in the case of any transfer pursuant to clause (B) or (C), accompanied by the delivery to the Company of an opinion of counsel reasonably satisfactory to the Company by counsel reasonably satisfactory to the Company, stating that no registration is required under the Securities Act.

(d) Warrants and Warrant Shares Not Registered. Each registered holder of the Warrants, by acceptance thereof, agrees that prior to any disposition by such holder of the Warrants or of any Warrant Shares, such holder will give written notice to the Company expressing such holder’s intention to effect such disposition and describing briefly such holder’s intention as to the manner in which the Warrants or the Warrant Shares theretofore issued or thereafter issuable upon exercise hereof, are to be disposed of together with the opinion described in Section 5(c), if required, whereupon, but only if such transfer is not restricted pursuant to the Sixth Amended and Restated Stockholders Agreement and is otherwise permitted pursuant to Section 5(c) above, such transferring holder shall be entitled to dispose of the Warrants and/or the Warrant Shares theretofore issued upon the exercise thereof, all in accordance with the terms of the notice delivered by such holder to the Company. In the event of such transfer, the Company shall register the transfer of any outstanding Warrants in the Warrant Register upon surrender of the Warrant Certificate(s) evidencing such Warrants to the Company at its principal office, accompanied by a written instrument of transfer in form reasonably satisfactory to it, duly executed by the registered holder thereof. Upon any such registration or transfer, new Warrant Certificate(s) evidencing such transferred Warrants shall be issued to the transferee(s) and the surrendered Warrant Certificate(s) shall be canceled.

7. Adjustment of the Number of Warrant Shares Issuable. Subject to the limitations set forth herein, the number of Warrant Shares issuable upon the exercise of each Warrant is subject to adjustment from time to time upon the occurrence following the Seventh Closing Date of the events enumerated in this Section 7. For purposes of this Section 7, “Common Stock” means shares now or hereafter authorized of any class of common stock of the Company, including but not limited to the Class C Common Stock, and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount, but excluding any shares of any class of common stock of the Company issued or issuable upon exercise or conversion of equity securities issued prior to the Seventh Closing Date.

(a) Adjustment for Change in Capital Stock. If the Company:

(i)

pays a dividend or makes a distribution on its Common Stock, in either case in shares of its Common Stock;

(ii)

subdivides its outstanding shares of Common Stock into a greater number of shares;

(iii)

combines its outstanding shares of Common Stock into a smaller number of shares;

(iv)

makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or

(v)

issues by reclassification of its Common Stock any shares of its capital stock,

Such adjustment shall be made successively whenever any event listed above shall occur.

(b) Adjustment for Rights Issue.

If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current market price per share on the record date for determining holders entitled to the distribution of rights, options or warrants, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


		N¹ = N x		O + A
		N¹ = N x		O + (A x P/M)

where:


N¹	=	the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.

N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding on the record date.

A	=	the number of additional shares of Common Stock offered.

P	=	the purchase price per share of the additional shares.

M	=	the current market price per share of Common Stock on the record date.

The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of shares of Common Stock issuable upon exercise of each Warrant shall be immediately readjusted to what it would have been if “N” in the above formula had been the number of shares actually issued at the end of the period.


		N' = N x		M
		N' = N x		M - F

where:


		N'		=		the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

M	=	the current market price per share of Common Stock on the record date mentioned below.

F	=	the fair market value on the record date of the assets, securities, rights, options or warrants distributable to one share of Common Stock after taking into account, in the case of any rights, options or warrants, the consideration required to be paid upon exercise thereof. The Board shall reasonably determine the fair market value in good faith and such determination shall be conclusive.

(d) Adjustment for Common Stock Issue. If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with the formula:


		N' = N x		A
		N' = N x		O + P/M

where:


		N'		=		the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.


N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares outstanding immediately prior to the issuance of such additional shares.

P	=	the aggregate consideration received for the issuance of such additional shares.

M	=	the current market price per share on the date of issuance of such additional shares.

A	=	the number of shares of Common Stock outstanding immediately after the issuance of such additional shares.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

This Section 7(d) does not apply to:

(i)

any of the transactions described in Sections 7(b) and 7(c),

(ii)

(iii)

(iv)

Common Stock issued in a bona fide public offering.

(e) Adjustment for Convertible Securities Issue. If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(b) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula:


		N' = N x		O + D
		N' = N x		O + P/M

where:


		N'		=		the adjusted number of shares of Common Stock issuable upon exercise of each Warrant.



N	=	the current number of shares of Common Stock issuable upon exercise of each Warrant.

O	=	the number of shares of Common Stock outstanding immediately prior to the issuance of such securities.

P	=	the aggregate consideration received for the issuance of such securities.

M	=	the current market price per share on the date of issuance of such securities.

D	=	the maximum number of shares of Common Stock deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate.

The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance.

If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities.

(g) Consideration Received. For purposes of any computation respecting consideration received pursuant to Sections 7(b), (d) or (e), the following shall apply:

(C) in the case of the issuance of shares of Common Stock for a consideration in whole or in part consisting of securities, the value of any securities shall be deemed to be: (x) if traded on a securities exchange, the average of the closing prices of the securities on such quotation system over the 30-day period ending three days preceding the day in question, (y) if actively traded over-the-counter, the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three days preceding the day in question and (z) if there is no active public market, the fair market value thereof, determined as provided in clause (B) above; and

(h) When De Minimis Adjustment May Be Deferred.

All calculations under this Section 7 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

(k) Notice of Certain Transactions. If:

(i)

(ii)

the Company takes any action that would require a supplemental Seventh Closing Warrant Agreement pursuant to Section 7(l); or

(iii)

there is a liquidation or dissolution of the Company,

(l) Reorganization of Company. If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if such holder had exercised the Warrant immediately before the effective date of the transaction; provided that if the holders of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the holders of the Warrants shall, following exercise of the Warrants in accordance with Section 4 hereof, be entitled to exercise such right of election. Concurrently with the consummation of any such transaction, the corporation or other entity formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Seventh Closing Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor Company shall mail to Warrant holders a notice describing the supplemental Seventh Closing Warrant Agreement.

If this Section 7(l) applies, Sections 7(a), (b), (c), (d) and (e) do not apply.

(n) Adjustment in Exercise Price.


		E¹ = E x		N
		E¹ = E x		N¹

where:


		E¹		=		the adjusted Exercise Price.



E	=	the Exercise Price prior to adjustment.

N¹	=	the adjusted number of Warrant Shares issuable upon exercise of an applicable Warrant by payment of the adjusted Exercise Price.

N	=	the number of Warrant Shares previously issuable upon exercise of an applicable Warrant by payment of the Exercise Price prior to adjustment.

(q) Limitations on Adjustments Upon Registration. Notwithstanding anything to the contrary in this Section 7, the adjustments described in Section 7(b), 7(c), 7(d) and 7(e) hereof shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.

10. Issuance of Additional Warrants. If the Company issues (i) shares of Common Stock for a consideration per share less than the current Fair Market Value per share of the Company’s Common Stock on the date the Company fixes the offering price of such additional shares, (ii) any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in Sections 7(a) and 7(c)) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current Fair Market Value per share on the date of issuance of such securities, or (iii) otherwise distributes any rights, options or warrants to all holders of its Common Stock entitling them to purchase shares of Common Stock at a price per share less than the current Fair Market Value per share on the record date for determining holders entitled to the distribution of rights, options or warrants, each holder of Warrants shall be entitled to purchase from the Company, and the Company shall sell to such holder, additional warrants to purchase the number of shares (the “Additional Warrant Shares”) of Class C Common Stock (the “Additional Class C Warrants”) that such holder would have been entitled to purchase if such holder had exercised its preemptive rights in full under Section 19 of the Sixth Amended and Restated Stockholders Agreement with respect to the number of shares of Common Stock underlying the Warrants. The price paid by each holder of Warrants for the Additional Warrants shall equal the product of (x) $0.01 and (y) the number of Additional Warrant Shares underlying such Additional Class C Warrants, and the exercise price per share shall equal the offering price, exercise price or consideration per share of Common Stock, as applicable, issued or issuable (upon conversion or exercise, as applicable) by the Company. This Section 10 shall not be applicable, and shall have no effect, with respect to any Warrants that have been registered in connection with a Demand Registration pursuant to Section 10 of the Sixth Amended and Restated Stockholders Agreement or a Piggyback Registration pursuant to Section 11 of the Sixth Amended and Restated Stockholders Agreement.

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF MAY 10, 2013 (THE “STOCKHOLDERS AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), , VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS AGREEMENT.

(i)

if to registered holder, to the address set forth on the Warrant Register maintained by the Company; and

(ii)

if to the Company, to:

Virgin America Inc.

555 Airport Blvd.,

Burlingame, CA 94010

Attention: General Counsel

Telecopier: (###) ###-####

18. Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

21. Effective Date. This Agreement shall become effective immediately on the Seventh Closing Date.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Closing Warrant Agreement to be duly executed as of the day and year first above written.


VIRGIN AMERICA INC.

By:
		Name:
		Title:

[Signature Page to Seventh Closing Warrant Agreement of [Cyrus Entity]]

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Closing Warrant Agreement to be duly executed as of the day and year first above written.





By:
		Name:
		Title:

[Signature Page to Seventh Closing Warrant Agreement of [ ]]

Exhibit A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF MAY 10, 2013 (THE “STOCKHOLDERS AGREEMENT”), AS MAY BE AMENDED, RESTATED OR SUPERSEDED FROM TIME TO TIME, AMONG VIRGIN AMERICA INC. (THE “COMPANY”), , VAI PARTNERS LLC AND THE OTHER PARTIES NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY. THE HOLDER OF THIS CERTIFICATE AND THE WARRANTS SHARES ISSUABLE UPON EXERCISE HEREOF AGREES TO BE BOUND BY THE TERMS OF THE STOCKHOLDERS AGREEMENT.

No. W-

A-1

CLASS C-15 WARRANT CERTIFICATE

The Warrants evidenced by this Warrant Certificate may only be exercised at such times and in such amounts as are provided for in the Seventh Closing Warrant Agreement.

Upon due presentment for registration of transfer of this Warrant Certificate at the principal office of the Company, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided herein and in the Seventh Closing Warrant Agreement, without any charge except for any tax or other governmental charge imposed in connection therewith which is not payable by the Company pursuant to Section 9 of the Seventh Closing Warrant Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated: , 2013


VIRGIN AMERICA INC.

By:

Name:

Title:

[Signature Page to Class C-[ ] Warrant]

ANNEX I

[FORM OF ASSIGNMENT]

(To be executed by the registered holder if such holder desires to transfer the Warrant Certificate.)



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

ANNEX II

[FORM OF ELECTION TO PURCHASE]

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase shares of Class C Common Stock at the applicable Exercise Price. The holder herewith makes payment of the Exercise Price [by applying $ , in cash,][by reducing the number of shares of Class C Common Stock obtainable upon exercise of the Warrants (which number, if the Exercise Price were paid in cash, is noted in the preceding sentence) pursuant to a Cashless Exercise] in accordance with the terms of the Seventh Closing Warrant Agreement.

The undersigned requests that a certificate for such shares of Common Stock be registered in the name of , whose address is and that such certificate be delivered to whose address is .



Dated:	Signature:

		(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate. If the Common Stock of the Company is listed on or quoted on an exchange or quotation system, signature must be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc.)

		(Insert Social Security or Other Identifying Number of Holder)

EX-23.1 15 d761206dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 25, 2014, in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-197660) and related Prospectus of Virgin America Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

San Francisco, California

September 5, 2014

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MNO=-G#F MWJC+J22LDZ:1,Q(+:F=/+]%O4SWNBCW7NN(::8ZI)'?E++J)VX+:V=?*#Z2:F>]T7W[K MW73,8QHBU7M;T:A<>-JA2AG;C4UY%$OT%ZF>_P"VOOW7NNP!$I879B1RH;DV M>I0J)R;,6)D3R_10:J>_[:CW7NN**SG4W-BNE5U#FPJ5T?<$V+->1/+>PO53 MW]"CW7NNKF0A5N%%N5#+J&@5"@?<'C4UY%\M^+U4]_0OOW7NN;'3:.,,?H/0 :#R-#5*:/N"0"S_N*);\7J9[_`+:^_=>Z_]D_ ` end CORRESP 23 filename23.htm Correspondence

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Washington, D.C. 20549-6010

Attention:     Justin Dobbie, Legal Branch Chief

       Donald E. Field

       Linda Cvrkel, Accounting Branch Chief

       Heather Clark

    Re:     Virgin America Inc.

       Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-197660)

         CIK No. 1614436

Ladies and Gentlemen:

On behalf of Virgin America Inc. (the “Company”), we are hereby filing Amendment No. 2 (the “Amendment”) to the Company’s Registration Statement on Form S-1, which was initially filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2014 (as amended by an exhibit-only Amendment No. 1 filed with the Commission on August 25, 2014, the “Registration Statement”). The Amendment reflects the Company’s responses to the comments received by email on August 22, 2014 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

For your convenience, we have enclosed a courtesy package that includes eight copies of the Amendment, four of which have been marked to show changes from the initial filing of the Registration Statement.

Inside Cover Page Artwork

1. Please revise to remove extensive narrative text that repeats information already contained in the summary and business sections. Please also revise the back cover page accordingly. For guidance, refer to Question 101.02 of the Securities Act Forms Compliance and Disclosure Interpretations.

September 8, 2014

Page 2

Response: The Company respectfully acknowledges the Staff’s comment and has revised the inside cover page and the back cover page of the prospectus as requested.

Summary, page 1

2. We note your disclosure in the second full risk factor on page 29 that post-offering Cyrus Capital and the Virgin Group will possess significant voting power through such principal stockholders’ common stock ownership. In an appropriate place, please revise this section to identify your principal stockholders and discuss such stockholders’ post-offering control of the company. Please discuss such stockholders’ voting power and any other governance arrangements, such as board representation rights, in sufficient detail so that investors can clearly understand the corporate governance and control of the company going forward.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 8 of the Amendment as requested.

3. We note that you use the terms “premium” and “high-quality” to characterize your brand and certain aspects of your business here and throughout the prospectus. Please tell us, with a view towards revised disclosure, how you define these terms and substantiate these characterizations, particularly in comparison to your competitors. Please also provide us with support for your statement that you have an “industry-leading” inflight entertainment system.

Response: The Company respectfully acknowledges the Staff’s comment and submits to the Staff the following.

The Company defines “premium” and “high-quality” air transportation service as service that provides additional amenities for guests beyond those provided in a basic level of air transportation. Additional amenities not provided by all airlines include the following:

• inflight entertainment options;

• wireless internet access;

• seating and cabin comfort, particularly the provision of additional leg room (as measured by seat pitch, or the distance between rows of seats) in each class of service; and

• multiple classes of service, such as a premium economy or first class, within the cabin.

The Company is the only airline based in the United States that provides all of the above amenities on all of its flights. The Company’s product also has won numerous industry awards, which it believes provides further support that its product is a premium and high-quality product in the United States.

Inflight entertainment options

As detailed in the Registration Statement, the Company has a custom inflight entertainment system called Red^® that provides live television, on-demand movies,

2

September 8, 2014

Page 3

on-demand premium television programs, video games and an on-demand music library of 3,000 songs. The Company considers its competitors to be those carriers with which it competes directly, including Alaska Airlines, American Airlines, Delta Air Lines, Frontier Airlines, JetBlue Airways, Spirit Airlines, Southwest Airlines and United Airlines. Some domestic narrow-body and regional aircraft flown by these competitors have no inflight entertainment options whatsoever. Some of these competitors’ aircraft provide limited video entertainment on overhead screens throughout the cabin with only one option of entertainment for all passengers. Similarly, while some of these competitors’ aircraft provide a selection of audio channels on a continuous loop, only a limited number offer audio on-demand. Some airlines have live television available on a limited portion of their fleet or provide a wireless feed where guests can stream live television to their own personal electronic devices. Only Virgin America and JetBlue Airways have live television available on every flight for free. Appendix A to this letter shows the entertainment options available on certain commonly used narrow-body and regional aircraft flown domestically by the Company’s competitors.

The Red inflight entertainment system has additional features not available on any other domestic airline, such as on-demand food and beverage ordering, seat-to-seat chat functions and moving map technology provided by Google that allows guests to monitor the progress of the flight. The Company believes its Red system is an industry-leading system because no other U.S.-based airline has a system with all of the integrated features of Red.

Wireless internet access

Wireless internet access is a popular feature desired by passengers, and its availability among domestic airlines is becoming more common. In 2009, the Company was the first airline in the United States to provide wireless internet access on all of its aircraft. In early 2014, the Company began upgrading its Gogo wireless internet service to Gogo’s ATG-4 standard, providing additional bandwidth for its guests and enhancing the internet experience. The Company expects that the entire fleet will be upgraded by November 2014. Appendix A to this letter shows the availability of wireless internet access on certain commonly used narrow-body and regional aircraft flown domestically by the Company’s competitors.

Multiple classes of service

Legacy airlines such as American Airlines, Delta Air Lines and United Airlines typically provide a first class cabin and a premium economy product on their domestic fleet in addition to their standard economy product. Low-cost carriers such as Southwest Airlines, JetBlue Airways, Spirit Airlines and Allegiant Air generally provide primarily a single class of economy service and, in some instances, a premium economy product.¹

¹ Additionally, in June, JetBlue Airways deployed a premium class service on the two routes between New York City and Los Angeles and between New York City and San Francisco.

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Virgin America’s first class product includes a customized leather seat with a seat pitch of 55 inches, among the highest pitch of any domestic airline. Further, the Company is the only airline to offer a complimentary meal in first class consisting of fresh food on every flight. Additionally, the Company’s entire package of inflight entertainment options, including on-demand movies, is complimentary in its first class cabin. No other airline in the United States provides complimentary on-demand movies in its first class cabin across its entire fleet.

The Company’s Main Cabin Select product is also differentiated from that of all of its competitors. Premium economy products typically provide only additional leg room as compared to economy class. The Company is the only airline in the United States to offer complimentary on-demand movies and unlimited complimentary food and alcoholic beverages in a premium economy product. Further, the Company’s Main Cabin Select seat pitch of 38 inches is among the highest in premium economy products of all U.S. airlines.

Seating and cabin comfort

One of the key measures for comparison of passenger comfort used within the airline industry is the seat pitch, or the distance between the midpoint of each seat and the midpoint of the seat directly in front of it. A higher seat pitch provides additional room for each passenger and therefore is believed to provide additional comfort. As can be seen in Appendix A to this letter, the Company’s seat pitch in economy class and premium economy class are among the highest in the industry, and the Company’s seat pitch in first class is the highest in the industry.² The Company has also custom-designed its seats by adding additional cushioning and reshaping the design of the seat, resulting in a unique seat that is different from those of the Company’s competitors.

The Company has also installed access to power outlets fleetwide. Every seat on the Company’s aircraft has access to a power outlet, allowing guests to plug in their laptops and personal electronic devices. Most aircraft flown by the Company’s competitors have no or limited access to power outlets or only provide power outlets in first class or premium economy products.

Product recognition

The Company’s product has won numerous industry awards, which it believes provides further support that its product is a premium and high-quality product in the United States. These awards include the following:

² This statistic excludes lie-flat seats provided by some airlines on a limited number of aircraft operated solely on the two routes between New York and Los Angeles and between New York and San Francisco.

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• Consumer Reports 2013 Best U.S. Airline;

• Best Domestic Airline in Condé Nast Traveler’s 2008, 2009, 2010, 2011, 2012 and 2013 Readers’ Choice Awards;

• Best Domestic Airline in Travel + Leisure’s World’s Best Awards for 2008, 2009, 2010, 2011, 2012 and 2013;

• Best U.S. Business/First Class in 2008, 2009, 2010, 2011, 2012 and 2013 in Condé Nast Traveler Business Travel Poll;

• Premier Traveler Magazine Best Inflight Service in North America and Best Domestic Airline in 2012 and 2013;

• World Airline Awards Best Domestic Airline in North America in 2012 and 2013; and

• Best Overall Passenger Experience and Best In Region – Americas according to the Airline Passenger Experience Association (APEX) in 2012 and 2013.

In summary, while many of the Company’s competitors offer some additional amenities beyond basic air transportation, no other competitor offers every amenity listed above, and the amenities offered by each airline can vary widely depending on the type of aircraft flown on each route. Virgin America is the only airline in the United States to offer all of the above amenities on every flight. The Company’s premium, high-quality product is further evidenced by the industry recognition it has received.

4. We also note that you characterize your airline as both “premium-branded” and “low-cost.” Please briefly discuss in the summary the characteristics of low-cost airlines and how you fit into that category. We note, for example, that you appear to be positioning yourself somewhere between the low-cost and legacy airlines based on your business strategy disclosure. Please also address the tension between maintaining your low-cost model while providing passengers with premium amenities and at the same time being able to maintain or improve upon your 2013 financial results, particularly in light of your history of losses in prior periods.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 1 and 91 of the Amendment as requested. The Amendment, as revised, briefly discusses the characteristics of low-cost airlines and notes that, with the Company’s higher level of amenities, its CASM is higher than it would otherwise be if the Company followed a more traditional LCC model. The Company has also revised the Amendment to disclose that the time period required for the Company to reach financial success on new routes may be longer than it would be for other LCCs because of the higher cost of the Company’s premium product.

The Company believes that the primary contributors to its history of losses prior to 2013 were its highly leveraged capital structure and high levels of interest expense. The Company reduced its interest expense by $44.8 million in 2013 as compared to 2012 as a direct result of the 2013 Recapitalization, and the Company expects to further reduce interest expense in future periods as a result of the 2014 Recapitalization. Additionally, the Company notes to the Staff that it incurred net losses in 2011 and 2012 during periods of rapid growth and expansion as the Company took delivery of 24 planes during that

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period. In contrast, during 2013, the Company reduced the level of its capacity growth and recorded a 9.3% growth in RASM, primarily stemming from the maturing of the new routes added in 2011 and 2012. With the combination of the reduced interest expense and increased revenue from maturing routes, the Company was able to achieve operating income of $80.8 million and net income of $10.1 million for 2013. Based on this achievement, the Company does not believe that its business model of combining a premium product with key characteristics of other LCCs, such as a single fleet type and a point-to-point route network, is a primary reason for its history of losses.

Overview, page 1

5. We note your disclosure in the first paragraph that you generate higher RASM than other low-cost carriers while maintaining a CASM comparable to that of other low-cost carriers. Please provide us with support for these statements. Please also provide us with support for any other PRASM, RASM, CASM and any other comparisons to other low-cost carriers or legacy airlines.

Response: The Company respectfully acknowledges the Staff’s comment and notes that comparisons of the Company’s PRASM, RASM and CASM with those of other carriers are based on U.S. Department of Transportation data that is publicly available and other data that is disclosed in press releases and/or SEC filings made by each of the 11 other largest U.S. mainline carriers: Alaska Airlines, Allegiant Travel Company, American Airlines, Delta Air Lines, Frontier Airlines, Hawaiian Airlines, JetBlue Airways, Southwest Airlines, Spirit Airlines, United Airlines and U.S. Airways. The Company will provide to the Staff the support for the PRASM, RASM, and CASM comparisons used in the Amendment as a supplement under separate cover.

As is common within the industry, the Company has made adjustments to the consolidated RASM and CASM reported to the U.S. Department of Transportation or otherwise made publicly available by each of the 11 largest U.S.-based carriers to make comparing these metrics more meaningful for an investor. While there are a number of factors that can impact the difference in an airline’s RASM in different markets, generally there is a high negative correlation between PRASM and the average length of a passenger’s trip (referred to as passenger-weighted length of haul). The Company has adjusted the consolidated RASM reported by each airline based on each airline’s reported average passenger-weighted length of haul to facilitate an industry-wide comparison of RASM between airlines that is more meaningful for an investor. Likewise, CASM has a high negative correlation to the average distance each seat is flown (referred to as seat-weighted stage length), and the Company has similarly adjusted industry-wide comparisons of CASM for differences in seat-weighted stage length.

Our Competitive Strengths, page 2

World-Class Virgin Brand, page 2

6. Please revise the first, second and fourth sentences to state as your beliefs.

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Page 7

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 3 and 95 of the Amendment as requested.

2014 Recapitalization, page 7

7. We note the disclosure on page 7 and elsewhere in the filing which indicates that the company will complete a recapitalization transaction under which you will repay or exchange certain related party notes, certain related party warrants will either be exercised or exchanged for shares of your common stock, and your outstanding shares of convertible and common stock of various classes will be converted into shares of your common stock. We further note from the discussion on page 52 that in connection with the recapitalization, you and certain entities affiliated with the Virgin Group will enter into an amended and restated license agreements related to the use of the Virgin name and brand. Given the significant impact it appears these transactions will have on your financial condition, your capitalization and your future results of operations, please revise the registration statement to include pro forma financial information for the latest fiscal year and subsequent interim period presented in your financial statements, prepared in accordance with Article of 11 of Regulation S-X, which gives effect to the various transactions comprising the recapitalization transaction. We believe this information would be of material interest to potential investors pursuant to Rule 11-01(a)(8) of Regulation S-X since it would clearly explain the nature and amounts of the various adjustments that will be made to your historical financial statements as part of the recapitalization transaction. The pro forma financial information should be preceded by an introductory paragraph which briefly describes: (a) each transaction for which pro forma effects are presented, (b) the entities involved, (c) the periods presented, and (d) an explanation of what the pro forma presentation shows. Financial information should be presented in columnar form, with separate columns presenting historical results, pro forma adjustments, and pro forma results. Pro forma adjustments should be referenced to footnotes, which clearly explain the assumptions involved and how each adjustment was calculated or determined.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 48 through 55 of the Amendment to include the requested pro forma financial information.

8. In a related matter, where you have presented pro forma data that includes the receipt of proceeds from your planned IPO, please confirm that you have presented the proceeds net of the shares sold by VX Employee Holdings, LLC as discussed on page 8.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the pro forma as adjusted data will include the application of the net proceeds from the sale of shares in the offering, net of the shares to be sold by VX Employee Holdings, LLC.

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Page 8

The Offering, page 8

9. We note from the disclosure on page 8 under “Use of Proceeds” and elsewhere in the filing that 1,745,395 shares that are issued and outstanding will be sold by VX Employee Holdings, LLC, a Virgin America employee ownership vehicle that you consolidate, as part of the offering. We also note that you intend to distribute all of the net proceeds from the sale of these shares to your eligible teammates, which does not include your officers. Please tell us and explain in MD&A how you plan to account for the distribution of the proceeds from the sale of these shares. As part of your response and your revised disclosure, please explain whether you will be required to recognize any compensation expense in your financial statements in connection with the distribution of these offering proceeds to your teammates and explain how any expense to be recognized will be calculated or determined.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 60 of the Amendment as requested. The Company notes that, on September 3, 2014, the Company’s board of directors resolved to forgive the loan and accrued interest in the event of an initial public offering, and therefore, the full value of the 1,745,395 shares will be recorded as compensation expense upon the consummation of the initial public offering, as any benefit to the employees is contingent on an initial public offering.

Summary Consolidated Financial and Operating Data, page 11

10. Please revise to disclose your historical basic and diluted earnings per share for each period for which consolidated statements of operations data has been presented in your summary consolidated financial and operating data.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 13 of the Amendment as requested.

Risk Factors, page 20

Our business has been and in the future may be materially adversely affected, page 20

The price of aircraft fuel may be high or volatile, page 20

11. Please revise to discuss and quantify whether current aircraft fuel prices are high or low in comparison to historical prices, so that investors can assess the discussed risk. Also, as appropriate, revise the subheading to address the current status of aircraft fuel prices so that investors can assess whether fuel prices are at a low or high point.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 21 of the Amendment as requested.

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Our ability to obtain financing or access capital markets may be limited, page 24

12. Please revise to quantify your “significant obligations to purchase aircraft and spare engines,” so that investors can assess the discussed risk. Please also quantify the associated “pre-delivery payment” obligations.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 25 of the Amendment as requested.

The “Virgin” brand is not under our control, page 25

13. We note your disclosure that two other airlines license and use the Virgin brand. Please revise to identify such airlines.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 26 of the Amendment as requested.

We depend on the Los Angeles and San Francisco markets, page 25

14. Please advise, with a view towards revised disclosure, whether you can add more flights at LAX and SFO without canceling other flights. In this regard, we note your growth strategy is partially based upon expanding service from your focus cities of Los Angeles and San Francisco. To the extent the limited facilities and capacities at LAX and SFO will impede your growth, please discuss in greater detail so that investors can assess the discussed risk.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 27 of the Amendment as requested.

Our credit card processors have the right to impose larger holdbacks, page 26

15. Please revise to quantify the “significant holdback requirements” imposed by your two primary credit card processors.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 28 of the Amendment as requested.

Concentrated ownership by our principal stockholders could materially adversely affect, page 29

16. We note that Cyrus Capital and the Virgin Group will continue to own a significant portion of your shares following completion of the offering and may have significant influence over your operations subsequent to the offering. In this regard, please revise your MD&A to disclose the existence of any current control relationship or significant influence that these entities currently have over your operations and any significant influence over your operations that will continue to exist following the completion of the offering.

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Page 10

Response: The Company respectfully acknowledges the Staff’s comment and notes that, although the Virgin Group and Cyrus Capital will continue to be major stockholders in the Company after completion of the offering, and although the Virgin Group will have the right to designate a member of the Company’s board of directors, the Company does not believe the two stockholders exert a significant influence on the Company’s operations. The Company has revised pages 60 and 61 of the Amendment to reflect that the significant levels of ownership by the Virgin Group and Cyrus Capital could influence corporate matters and to detail the Virgin Group’s board designation rights.

2014 Recapitalization, page 35

17. Please provide a brief description of the preferred shares and various categories of common shares and the terms of their conversion into shares of common stock. Please also clarify elsewhere in the prospectus, if true, that it is this conversion you are referring to when you state “on an as converted to common basis.”

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 10 and 39 of the Amendment as requested.

18. Please reconcile the $654.4 million of related party debt as disclosed on page 35 with the $713.6 million of related party debt disclosed in note (8) to your financial statements on page F-26.

Response: As of June 30, 2014, the related-party debt reflected on our consolidated financial statements of $719.4 million (which amount was $713.6 million at the time of the original filing of the Registration Statement) differed from the contractual principal amount outstanding of $666.4 million (which amount was $654.4 million at the time of the original filing of the Registration Statement), primarily due to the application of ASC 470-60, Troubled Debt Restructuring, in connection with the 2013 Recapitalization.

19. We refer to the third full paragraph on page 36. Please explain the meaning of “exchanged” as it relates to warrants being exchanged for common stock as part of the 2014 Recapitalization. In this regard, please clarify whether the warrants will be exercised on a cashless basis for common shares or whether you will receive proceeds from the exercise of such warrants.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 38 of the Amendment to clarify that the warrants will be exchanged without receipt of any cash consideration for shares of common stock in amounts agreed to in the 2014 Recapitalization Agreement.

20. In a related matter, in the fourth full paragraph on page 36, please explain the circumstances under which you would be required to issue additional warrants with an exercise price of $.01 per common share. To the extent the issuance of new warrants is probable, you should disclose the probable value of the warrants you expect to issue and your planned accounting treatment for these warrants.

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Response: The Company respectfully acknowledges the Staff’s comment and has revised page 39 of the Amendment to clarify that the issuance of new warrants is not probable.

Use of Proceeds, page 38

21. You disclose on page F-30 that a portion of the proceeds from the sale of the 1,745,395 shares on behalf of Employee LLC will be returned to the company to repay the balance on an outstanding loan. Please revise the second paragraph of this section to disclose the portion of the proceeds that will go to eligible teammates and the portion that will be returned to the company to repay the loan.

Response: The Company respectfully acknowledges the Staff’s comment and notes that the Company’s board of directors has resolved to forgive the loan and accrued interest in the event of an initial public offering. Accordingly, the Company has revised the Amendment to remove references to the loan on page 40 and elsewhere in the Amendment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 51

Other Income (Expense), page 54

22. We note from the discussion in the second paragraph on page 54 that you capitalize interest attributable to funds used to finance the acquisition of new aircraft as an additional cost of the related asset beginning approximately two years prior to the intended delivery date. Please tell us and explain on page 54 why capitalization of interest is appropriate for approximately two years prior to the intended delivery date of the related aircraft.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 62 of the Amendment to explain that the Company capitalizes interest attributable to the financing of new aircraft as an additional cost of the related asset beginning approximately two years prior to the intended delivery date because this is the estimated time of construction of the aircraft. The Company notes that this is consistent with the Company’s requirement to make pre-delivery payments two years prior to the intended aircraft delivery date as the manufacturer begins to incur aircraft construction costs.

Critical Accounting Estimates, page 56

Debt Modification, page 59

23.
Please revise your discussion of the 2013 Recapitalization on page 59 to explain in further detail the significant terms of the debt modifications that occurred and the new debt and warrants that were issued as part of this recapitalization transaction. As part of your response and your revised disclosure, please explain in further detail why this transaction should be accounted for as a troubled debt restructuring pursuant to the guidance outlined in ASC 470-60. Also, please tell us and revise to

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disclose how you determined the fair value of the related party warrants that were issued in connection with this transaction.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 67, 68 and F-10 of the Amendment as requested.

Lease Amendments, page 59

24. We note the discussion on page 59 indicating that in connection with the 2013 Recapitalization, you amended most of your lease agreements in connection with your existing aircraft lessors and also extended the lease terms on certain of your existing leases by three to five years. We further note from the discussion on page 60, that as a result of extending certain of your lease terms, certain major aircraft and engine maintenance events are expected to occur within the extended lease terms and as a result, certain lease incentives associated with supplemental rent payments that were previously expensed are now expected to be recovered by virtue of the lease term extension. We further note that these lease incentives were recorded as an increase to aircraft maintenance deposits and an increase to other liabilities in your consolidated balance sheets in 2013. Please tell us and revise to disclose, if material, the amount of the lease incentives associated with supplemental rental payments that were previously expensed that have been reflected as an increase to aircraft maintenance deposits and other liabilities in your 2013 consolidated balance sheets. Also, please explain in further detail how the amounts of these adjustments were determined and explain whether there was any impact to your previously recognized supplemental rent payments.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 69 of the Amendment as requested. The Company also notes that these adjustments had no impact to previously recognized expense.

Results of Operations, page 61

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013, page 61

Operating Expenses, page 62

Sales and marketing, page 63

25.
We note the discussion on page 63 indicating that sales and marketing expense increased by $6.3 million from the three months ended March 31, 2013 to the three months ended March 31, 2014 primarily due to $5.0 million in one-time credits recognized during the three months ended March 31, 2013. We further note that these one-time credits consisted of a contract termination payment from a former software system provided and a contractual marketing incentive. Please tell us in further detail the nature and amounts received from the contract termination payment and contractual marketing incentive payment and explain in further detail

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why you believe it was appropriate to recognize these credits in full during the three month period ended March 31, 2013.

Response: The Company respectfully acknowledges the Staff’s comment and notes that the largest component of the one-time credits related to a $3.0 million legal settlement received from a software system vendor who had not met the terms of a contract to perform services and customize and deliver software enhancements to the Company, which the Company was expecting to rely on for its direct marketing and sales of airline tickets to customers. The vendor made this contract termination payment in March 2013, thereby terminating the Company’s relationship with the vendor, and the Company accordingly reduced sales and marketing costs, which included the costs of the related replacement software system already incurred in the period. There were no capitalized assets associated with this vendor at the time of settlement, which was the termination of the relationship. As there was no on-going relationship, benefit or obligation that the Company expected to maintain with the vendor, the settlement was recorded in the period it was received as a reduction of sales and marketing expense. The remaining balance relates to a $2.0 million one-time marketing-related product development incentive related to referrals provided to a software vendor.

Other Income (Expense), page 64

26. Please revise to explain in further detail why the 2013 Recapitalization resulted in a decrease in your interest expense of $21.6 million during the three months ended March 31, 2014 as compared to the comparable period of 2013. As part of your revised disclosure, please indicate what portion of the decrease was due to a reduction in your debt obligations and what portion was due to a reduction in interest rates. Your discussion of your other income (expense) for 2013 compared to 2012 should be similarly revised.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 74 and 77 of the Amendment. The Company also notes that the primary reason for the reduced interest expense was application of the troubled debt restructuring accounting, as described in the revised language on pages 67 and 68 of the Amendment, which includes both aspects of debt principal and interest rate reductions, as well as the re-characterization of a portion of the future interest payments to principal under troubled debt restructuring accounting (ASC 470-60). As a result, the Company does not believe the decrease in interest expense specifically attributable to either principal or interest rate reduction can be readily determined.

Liquidity and Capital Resources, page 69

27. We note from page 70 that as a result of lease amendments in 2013, you received $8.4 million and $2.3 million in maintenance deposit rebates in 2013 and the first quarter of 2014, respectively. In this regard, please tell us why your lease amendments resulted in the receipt of a rebate and revise to explain how you accounted for such rebates in your financial statements.

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Page 14

Response: The Company respectfully acknowledges the Staff’s comment and notes that, in connection with the lease amendments, some of the Company’s lessors agreed to supplemental rent concessions in the form of maintenance deposit rebates, which are treated as reductions to maintenance deposits on the Company’s consolidated balance sheets when received as they relate to reimbursements of amounts previously paid for maintenance deposits and their receipt is contingent upon maintaining $75.0 million of unrestricted cash as of the last day of each preceding month. The Company has revised page 82 of the Amendment accordingly.

Commitments and Contractual Obligations, page 73

28. Given the significant changes in your outstanding obligations that are expected to occur as a result of the 2014 Recapitalization, please revise to include a pro forma table of your contractual commitments that gives effect to the 2014 Recapitalization and any other material changes in your outstanding contractual obligations that have occurred since December 31, 2013.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 85 of the Amendment as requested.

Management, page 93

Agreements or Understandings, page 96

29. Please revise this section to clarify and identify, to the extent applicable, whether the Virgin Group currently has a representative on your board of directors. In this regard, we note that Mr. Lovell is associated with the Virgin Group.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 109 of the Amendment as requested.

Executive Compensation, page 101

Summary Compensation Table, page 107

30. We note your disclosure in the Fiscal 2013 Awards section on page 105 that in 2013 you repriced or modified certain NEO stock options. Please confirm that the “Option Awards” column of the table includes the incremental fair value, computed as of the repricing or modification date in accordance with FASB ASC Topic 718, with respect to the repriced or modified awards or, alternatively, revise as applicable. Refer to Instruction 2 to Item 402(c)(2)(v) and (vi) of Regulation S-K. If applicable, please also revise the Grants of Plan-Based Awards in 2013 table on page 108 pursuant to Item 402(d)(2)(viii) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and notes that the modification of the NEO stock options relates to a decrease in the minimum market value of the underlying shares required as a condition of the exercise of the options from

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$5.00 per share to $3.50 per share. The Company respectfully submits that this modification to this exercise condition had a de minimus impact on the fair value of the stock awards at the modification date and did not result in material incremental value subject to disclosure.

Certain Relationships and Related Transactions, page 121

Related-Party Warrants, page 122

31. We note from the table on the top on page 122 that a significant number of the company’s outstanding stock warrants are held by Cyrus Capital and the Virgin Group as well as by an entity affiliated with certain members of your board of directors. Please revise the notes to your financial statements to disclose the numbers and significant terms of those warrants that are held by related parties. Also, please explain in the notes to your financial statements how you valued and accounted for any warrants that were issued to related parties. Refer to the guidance outlined in ASC 850-10-50.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages F-21, F-32 and F-33 of the Amendment as requested.

32. Please revise footnote 1 to the table on page 122 to identify the members of the board of directors who hold limited liability company interests of VAI MBO Investors LLC.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 135 of the Amendment as requested.

Principal and Selling Stockholders, page 125

33. Refer to footnotes 1, 2, and 6. Please note that for the purposes of Exchange Act Rule 13d-3(a), beneficial ownership is not determined based on pecuniary interest. Please revise each footnote accordingly or tell us why such a disclaimer is appropriate.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 139 and 140 of the Amendment as requested.

34. We note that you have not identified Employee LLC, VAI Partners LLC or Cyrus Capital as a selling shareholder with respect to the 1,745,395 shares that are being sold in the offering for Employee LLC. We also note that you report these shares as beneficially owned by VAI Partners LLC. Please explain to us who owns these shares, how they are being sold in this offering and why you have not identified a selling stockholder with respect to these shares.

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Response: The Company respectfully acknowledges the Staff’s comment and has revised the Amendment throughout to identify VX Employee Holdings, LLC as a selling stockholder.

Description of Capital Stock, page 128

35. Please disclose whether there will be any non-voting common stock outstanding upon consummation of the offering, and if so, who will hold those shares. If there will not be any shares of non-voting common stock outstanding, please discuss the reason for having such a class of securities as part of your capital structure.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 141 of the Amendment as requested.

Registration Rights, page 129

36. Please advise where these registration rights are memorialized. Please note that we may have additional comments upon review of your response.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 142 of the Amendment as requested.

Registration Rights, page 139

37. Please disclose that the selling stockholders may be deemed underwriters.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 152 of the Amendment as requested.

Financial Statements, page F-1

38. We note from the discussion on page 9 that you may effect a reverse stock split of your common shares in connection with the consummation of the offering. Please revise the financial statements and all related disclosures throughout the registration statement to give retroactive effect to any reverse stock split that is completed in connection with the offering as required by SAB Topic 4:C and ASC 260-10-55-12.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that, while it has not effected a reverse stock split, if the Company determines to effect a reverse stock split, it will revise the financial statements and all related disclosures throughout the Registration Statement to give retroactive effect to the reverse stock split in a future pre-effective amendment to the Registration Statement.

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Consolidated Statements of Operations, page F-5

39. We note from the discussion on page 54 of MD&A that interest expense on related party long-term debt accounted for 91%, 97%, and 96% of your interest expense in 2011, 2012, and 2013. Given the materiality of this related-party interest expense to your results of operations, please revise your consolidated statements of operations to separately disclose this related-party interest expense on the face of your consolidated statements of operations. Refer to the guidance outlined in Rule 4-08(k) of Regulation S-X.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its consolidated statements of operations in the Amendment as requested.

Notes to Consolidated Financial Statements, page F-9

(2) Unaudited Pro Forma Balance Sheet, page F-9

40. We note that in connection with the 2014 Recapitalization, the company’s preferred stock and various classes of common stock will convert into the company’s common stock. Please revise to disclose the conversion terms under which the preferred shares and various categories of common shares will convert into the company’s common stock. Also, we note that in connection with this transaction, the company will execute with affiliates of the Virgin Group an amended license agreement related to the Virgin name and brand increasing the royalty payment for the defined term of the agreement. Please revise to explain in further detail how this revised licensing arrangement will be reflected in the pro forma balance sheet.

Response: The Company respectfully acknowledges the Staff’s comment and notes that, as a result of including the pro forma financial statements in the Amendment in response to Comment 7 above, it has removed Note 2 from its consolidated financial statements.

(3) 2013 Recapitalization, page F-10

41. We note from page F-11 that you accounted for the 2013 Recapitalization as a troubled debt restructuring given that the creditors granted a concession by reducing the aggregate amount of debt. Please note that in order for troubled debt restructuring accounting to apply, the debtor must have been experiencing financial difficulties as outlined in paragraphs 7 through 9 of ASC 470-60-55. Please tell us whether you were experiencing financial difficulties as explained in the ASC 470-60-55. To the extent you were not experiencing financial difficulties, please revise to evaluate the modification of your debt under paragraphs 6 through 12 of ASC 470-50-40.

Response: The Company respectfully acknowledges the Staff’s comment and notes that the Company believed that it was experiencing financial difficulty as defined in ASC 470-60-55 due to an unsustainable and growing amount of related-party debt, which was subject to annual compounding at interest rates of up to 20% per annum. In response to

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Page 18

the Staff’s comment, the Company has revised pages 67, 68 and F-10 of the Amendment accordingly.

42. Please reconcile the debt exchanged as disclosed in (a) and (b) on page F-10 of $687.5 million in the aggregate with the amount reflected in the table on page F-11 in the pre-restructuring balance held by the Virgin Group and Cyrus Capital of $688.7 million in the aggregate. Also, please reconcile the new debt issued per (a) and (c) on page F-10 of $444.1 million in the aggregate with the balance after restructuring per the table on page F-11 of $529.8 million in the aggregate. Also, please explain why the $369.1 million of related party debt has not been reflected in the table on page F-11 in a manner similar to the $75.0 million of new debt that was issued. In a related matter, given that new debt in the aggregate amount of $444.1 million as disclosed in (a) and (c) on page F-10 and warrants with a fair value of $83.4 million as disclosed in the first paragraph on page F-11 were exchanged for aggregate debt of $688.7 million as indicated in the table on page F-11, please explain in further detail why this resulted in a gain of $150.5 million rather than a gain of approximately $161 million. As part of your response, please provide us with your calculations of the concessions associated with the debt held by both the Virgin Group and Cyrus Capital at the date of the 2013 Recapitalization.

Response: The Company respectfully acknowledges the Staff’s comment regarding the $1.2 million difference between the $687.5 million of debt previously disclosed on page F-10 and the $688.7 million of debt previously disclosed on F-11 and has modified the table on page F-11 accordingly. As a result of this minor correction, the $444.1 million previously presented as the contractual principal obligation of the restructured related-party debt and referenced in the Staff’s comment is now $445.3 million, and the $688.7 million of debt previously disclosed on page F-11 is now $687.5 million in the descriptions below.

The Company respectfully acknowledges the Staff’s comment regarding the reconciliation of the $444.1 million (now presented as $445.3 million) contractual obligation of the restructured related-party notes previously disclosed on page F-10 with the $529.8 million recorded balance of the related-party notes disclosed on page F-11. The difference results from the effective re-characterization of a portion of the future interest payments to principal after the application of the troubled debt restructuring guidance in ASC 470-60. The Company has provided two tables below to help illustrate (in millions) the calculation of the above-referenced amounts:

Contractual Obligation

Balance of related-party debt prior to 2013 Recapitalization
   $ 687.5

Reduction in outstanding related-party notes
   (186.9 )

Cancellation of related-party note exchanged for warrants
   (131.5 )

New related-party notes issued
   76.2



Contractual principal obligations following 2013 Recapitalization
   $ 445.3



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Recorded Balance

Balance of related-party debt prior to 2013 Recapitalization
   $ 687.5

Recorded value of new related-party debt issued
   76.2

Fair value of new related-party warrants issued
   (83.4 )

Gain on debt restructuring
   (150.5 )



Recorded value following 2013 Recapitalization
   $ 529.8



The Company respectfully acknowledges the Staff’s comment regarding the $369.1 million of related-party notes disclosed on page F-11 and notes that the $369.1 million represents the revised contractual principal obligation of notes modified in the 2013 restructuring prior to the addition of the $76.2 million of new debt issued as a component of the restructuring.

The Company respectfully acknowledges the Staff’s comment regarding the calculation of gain on debt restructuring and respectfully submits the following computation to illustrate (in millions) the calculation of the $150.5 million of gain on debt restructuring:

Balance of related-party debt held by the Virgin Group prior to 2013 Recapitalization
   $ 653.4

Add: new related-party debt issued
   38.1

Less: value of new related-party warrants issued
   (77.9 )



   $ 613.9



Balance prior to the application of ASC 470-60
   $ 613.9

Undiscounted future cash flows of new debt issued
   (463.1 )



Gain recorded
   $ 150.5



The Company notes that gain was recorded only for modification of debt held by the Virgin Group. No gain was recorded for debt held by Cyrus Capital as the recorded value did not exceed the undiscounted future cash flows of the new debt.

The Company respectfully acknowledges the Staff’s comment regarding the calculation of debt concessions and has illustrated the calculations in the table below (in millions):

   The Virgin
Group Cyrus
Capital Total

Balance of related-party debt prior to 2013 Recapitalization
   $ 653.4    $ 34.1    $ 687.5

Add: New related-party debt issued
   38.1    38.1    76.2

Less: Value of new related-party warrants issued
   (77.9 ) (5.5 ) (83.4 )

Less: Contractual principal obligations following 2013 Recapitalization
   (383.3 ) (62.0 ) (445.3 )



Debt concession
   $ 230.3    $ 4.7    $ 235.0



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Page 20

43. We note from the disclosure in Note 3 that you issued warrants with various terms in connection with the 2013 Recapitalization transaction. Please revise note 3 to disclose the method and significant assumptions that were used to calculate or determine the fair value of the warrants that were issued in this transaction. In a related matter, the notes to your financial statements should also be revised to explain how you valued and accounted for any other warrants issued during the various periods that have been presented in your consolidated financial statements.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page F-10 of the Amendment as requested.

(4) Summary of Significant Accounting Policies, page F-12

(f) Property and Equipment, page F-12

44. Please revise to disclose the range of estimated useful lives and lease terms of your aircraft and engine leasehold improvements.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page F-12 of the Amendment as requested.

(i) Deferred Rent and Deferred Rent Credits, page F-13

45. We note from the disclosure on page F-14 that in connection with the 2013 Recapitalization, you recognized $30.1 million of maintenance deposits that are now expected to be utilized as a result of the extended lease terms. Please tell us your accounting for such amounts prior to the recapitalization and explain the offsetting entry recorded in order to record these maintenance deposits.

Response: The Company respectfully acknowledges the Staff’s comment and has revised pages 69, F-13 and F-14 of the Amendment. The Company also notes that, prior to the lease amendments, the $30.1 million of maintenance deposits had been recorded as aircraft rent expense over the course of lease terms. The recording of these lease incentives had no immediate impact to the Company’s income statement as the offsetting entry was to deferred credits, which is a component of other liabilities that is amortized as a reduction in aircraft rent over the term of the related leases.

46. Your disclosure on page F-14 indicates that you are amortizing your rights to receive reimbursement from the lessor for maintenance events for aircraft that were used prior to the effective date of your leases over the term of the lease. Please explain why you are not amortizing such amounts over the period of time until the next planned major maintenance event consistent with other maintenance deposits.

Response: The Company respectfully acknowledges the Staff’s comment and respectfully submits that the recovery of maintenance deposits not previously expected to be recovered as a direct result of lease amendments would most appropriately be considered lease concessions or incentives in accordance with ASC 840-20-25-7 and, as such, are

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Page 21

tied to rent obligations rather than maintenance events. Therefore, the Company respectfully believes it is appropriate to amortize over the lease term rather than the period of time until the next estimated major maintenance event date in accordance with ASC 840-20-25-6.

(n) Share-Based Compensation, page F-17

47. To the extent the estimated IPO price is expected to differ significantly from the most recent fair value determined for your common shares, please tell us the significant factors and events contributing to the significant changes in fair value of the underlying stock leading up to the expected IPO. This discussion should generally explain any significant intervening events and reasons for changes in assumptions, as well as the weighting of expected outcomes that resulted in the changes in the fair value of your shares and related stock-based compensation. Refer to the guidance outlined in section 14.13 of the AICPA Audit and Accounting Guide, Valuation of Privately- Held- Company Equity Securities Issued As Compensation.

Response: The Company respectfully acknowledges the Staff’s comment and submits that it has granted only a nominal number of shares to employees, consultants, directors and other service providers in recent months, and as such, the Company does not believe there would be a material impact to its financial statements if the IPO price is substantially different from the grant valuations used in the past year. More specifically, out of the 18.1 million shares granted from the inception of the Company’s 2005 Stock Incentive Plan, the Company has only granted options and RSUs with respect to an aggregate of approximately 853,000 shares since July 2013 to eight employees and annual RSU grants to the Company’s board of directors with respect to an aggregate approximately 409,000 shares.

Subsequent to June 30, 2014, the Company’s board of directors has approved, contingent upon the consummation of an IPO, the issuance of certain additional RSUs, for which the Company expects to record compensation expense at the IPO price.

(8) Long-Term Debt, page F-26

48. We note from the disclosure in footnote (c) on page F-27 that the proceeds from the issuance of the FNPA notes were allocated between the FNPA notes and the warrants on a “residual fair value basis” which resulted in $5.6 million of the proceeds being recorded to additional paid-in-capital representing the value of the warrants. Please indicate whether your use of the “residual fair value basis” for the allocation of the proceeds should be revised to indicate that you utilized the relative fair values of the debt and warrants for purposes of allocating the total debt proceeds between the debt and warrants as required by ASC 470-20-25-2. If not, please explain why you believe the use of the “residual fair value basis” was an appropriate method for allocating the debt proceeds between the debt and related warrants issued.

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Response: The Company respectfully acknowledges the Staff’s comment and notes that the Company did in fact use a relative fair value method. The Company has revised page F-27 of the Amendment accordingly to indicate its use of the relative fair values of the debt and warrants for purposes of allocating the total debt proceeds between the debt and warrants as required by ASC 470-20-25-2.

(11) Share-Based Compensation, page F-33

49. Please clarify why you have not recognized expense in connection with share-based awards with performance conditions during any of the years presented in your financial statements. In this regard, we note that you believe that the performance condition was not probable of occurring, however, we further note from page F-17 that certain awards will vest upon a qualifying IPO, and from the disclosure on page F-34 it appears that a substantial portion of your performance awards are expected to vest. Your response should clearly explain those awards for which compensation expense has been recognized, those awards for which it has not been recognized, and the amount of possible compensation expense upon the occurrence of the vesting conditions. For those awards with performance conditions that are satisfied upon completion of the IPO, please revise your MD&A to disclose the amount of compensation expense you expect to recognize in connection with the IPO and the related vesting of such awards.

Response: The Company respectfully acknowledges the Staff’s comment and notes that it has recognized stock-based compensation expense only for stock-based compensation awards with service conditions in the periods presented. The Company has not recognized expense for awards with the performance condition contingent upon the consummation of the IPO in accordance with the guidance pursuant to ASC 718 Stock Compensation. The Company has revised page F-34 of the Amendment to exclude the performance option share amount vested and expected to vest for all periods presented in accordance with the above-mentioned guidance.

The Company has expanded the disclosure on page F-36 of the Amendment to clarify the amounts of unrecognized compensation expense related to awards with performance conditions. Additionally, the Company has added additional disclosure on page 70 of the Amendment to describe the amount of compensation expense expected to be recognized in connection with the consummation of the IPO and the related vesting of such awards.

(14) Related-Party Transactions, page F-40

50. Please revise to provide separate disclosure in your consolidated statements of operations of the license fee expense paid to Virgin Enterprises Limited, a company affiliated with one of your principal shareholders, during all periods presented. Refer to the guidance outlined in Rule 4-08(k) of Regulation S-X.

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Response: The Company respectfully acknowledges the Staff’s comment and submits that the license fee expense paid to Virgin Enterprises Limited during all periods presented is disclosed in Note 13 to the Company’s consolidated financial statements and that such expense is not material as it represents less than 1.0% of total operating expenses in any period presented. Accordingly, the Company believes that the current footnote disclosure of such amount is reasonable and consistent with prevailing practice for such disclosures.

Exhibit Index

51. We note that the Certain Relationships and Related Transactions section on page 121 discloses a number of related-party agreements, such as license agreements, related-party warrants and related-party notes. We note also that you have not filed any related-party warrants or related-party notes. Please advise why these agreements have not been filed pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has filed the forms of Related-Party Warrants and Related-Party Notes with the Amendment. The Company will file the amended and restated license agreements with a future pre-effective amendment to the Registration Statement.

52. Please file, when available, the 2014 Recapitalization Agreement, the Post-IPO Note, the Letter of Credit Facility and any amended and restated license agreements related to your use of the Virgin name and brand. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and will file the Recapitalization Agreement, the form of Post-IPO Note, the Letter of Credit Facility and the amended and restated license agreements with a future pre-effective amendment to the Registration Statement.

General

53. Please update the financial statements as necessary to comply with Rule 3-12 of Regulation S-X.

Response: The Company respectfully acknowledges the Staff’s comment and has updated the financial statements to comply with Rule 3-12 of Regulation S-X. The Company will update the financial statements to comply with Rule 3-12 of Regulation S-X with each future pre-effective amendment to the Registration Statement.

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54. A currently dated consent of the independent registered public accountants should be included as an exhibit to any future amendments to the Form S-1 registration statement.

Response: The Company respectfully acknowledges the Staff’s comment and has filed a currently dated consent of the independent registered public accountants with the Amendment. The Company will file a currently dated consent of the independent registered public accountants with each future pre-effective amendment to the Registration Statement.

* * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3060 or by fax to my attention at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Tad J. Freese

Tad J. Freese

of LATHAM & WATKINS LLP

cc: C. David Cush, Virgin America Inc.

   Peter D. Hunt, Virgin America Inc.

   John J. Varley, Virgin America Inc.

   Alan F. Denenberg, Davis Polk & Wardwell LLP

24

Appendix A: Select Narrow-body and Regional Aircraft Product Amenities

      Seat Pitch (inches) Entertainment Options

Airline

Aircraft Type
   Economy    Premium
Economy    First Seatback
Live TV Seatback
On-Demand
Movies
Other Video

Music
   Power
Outlets    Wireless
Internet On-Demand
Food & Bev.
Ordering

Alaska
   B737-800    32    35-37    36 —   —   Portable Device for Rent    —      Some    Yes —

   Regional Aircraft    31       —   —      —      —      — —

American
   B737-800    31       40 —   —   Overhead Screens    Loop    Some Rows    Some —

   A 321 Transcon    31-32    35-37    58-62 —   Yes    On-Demand    Yes    Some —

   Regional Jet    31       37 —   —      —      —      — —

Delta
   B737-800    31-32    34    38 Yes ¹ Yes¹ Overhead Screens (some)    loop (some)    Some Rows    Yes —

   A320    31-32    34    36 —   —      —      —      Yes —

   MD-90    30-31    34    37 —   —      —      Some Rows    Yes —

   Regional Jet    31    34    37 —   —      —      —      Some —

Frontier
   A320    30-31    36-38    Yes —      —      —      — —

Jetblue
   A320    34    38-39    —   Yes —   Seatback movies avail. on a loop    Satellite Radio    Some Rows    Some —

   A321    33    37-41    —   Yes —   Seatback movies avail. on a loop    Satellite Radio    Yes    Some —

   A 321 Transcon    33    37-41    58-60 Yes —   Seatback movies avail. on a loop    Satellite Radio    Yes    Some —

   E-190    32    39    —   Yes —
Seatback movies

avail. on a loop
   Satellite Radio    —      — —



Southwest
   B737-800    32-33       Wireless
Streaming¹ —      —      —      Yes ¹ —



Spirit
   A320    28    36    —   —      —      —      — —

United
   B737-800    31    35-37    38 Yes ¹ Loop (some)    Loop    Some Rows    Some —

   A320    30-31    35-36    38-39 —   —   Overhead Screens (some)    Loop (some)    —      Yes —



   B 757 Transcon    31    36    N/A² —   Yes    On-Demand    Yes    Yes —

   Regional Jet    30-31    34    36-37 —   —      —      —      — —

Virgin America
   A320    32    38    55 Yes Yes    On-Demand    Yes    Yes Yes

   A319    32-33    38    55 Yes Yes    On-Demand    Yes    Yes Yes

(1) Not available on all 737-800 aircraft.

(2) Lie-flat seats – seat pitch not provided.

Data sourced from http://www.seatguru.com


	140 Scott Drive
	Menlo Park, California 94025
	Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com

	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Milan
	Barcelona	Moscow
	Beijing	Munich
	Boston	New Jersey
	Brussels	New York
	Chicago	Orange County
September 8, 2014	Doha	Paris
	Dubai	Riyadh
	Düsseldorf	Rome
	Frankfurt	San Diego
VIA EDGAR AND HAND DELIVERY	Hamburg	San Francisco
	Hong Kong	Shanghai
	Houston	Silicon Valley
United States Securities and Exchange Commission	London	Singapore
Division of Corporation Finance	Los Angeles	Tokyo
100 F Street, N.E.	Madrid	Washington, D.C.
Washington, D.C. 20549-6010


Balance of related-party debt prior to 2013 Recapitalization	$	687.5
Reduction in outstanding related-party notes		(186.9	)
Cancellation of related-party note exchanged for warrants		(131.5	)
New related-party notes issued		76.2

Contractual principal obligations following 2013 Recapitalization	$	445.3


Balance of related-party debt prior to 2013 Recapitalization	$	687.5
Recorded value of new related-party debt issued		76.2
Fair value of new related-party warrants issued		(83.4	)
Gain on debt restructuring		(150.5	)

Recorded value following 2013 Recapitalization	$	529.8


Balance of related-party debt held by the Virgin Group prior to 2013 Recapitalization	$	653.4
Add: new related-party debt issued		38.1
Less: value of new related-party warrants issued		(77.9	)

	$	613.9

Balance prior to the application of ASC 470-60	$	613.9
Undiscounted future cash flows of new debt issued		(463.1	)

Gain recorded	$	150.5


	The Virgin Group			Cyrus Capital			Total
Balance of related-party debt prior to 2013 Recapitalization	$	653.4		$	34.1		$	687.5
Add: New related-party debt issued		38.1			38.1			76.2
Less: Value of new related-party warrants issued		(77.9	)		(5.5	)		(83.4	)
Less: Contractual principal obligations following 2013 Recapitalization		(383.3	)		(62.0	)		(445.3	)

Debt concession	$	230.3		$	4.7		$	235.0


		Seat Pitch (inches)			Entertainment Options
Airline	Aircraft Type	Economy	Premium Economy	First	Seatback Live TV	Seatback On-Demand Movies	Other Video	Music	Power Outlets	Wireless Internet	On-Demand Food & Bev. Ordering
Alaska	B737-800	32	35-37	36	—	—	Portable Device for Rent	—	Some	Yes	—
	Regional Aircraft	31			—	—		—	—	—	—
American	B737-800	31		40	—	—	Overhead Screens	Loop	Some Rows	Some	—
	A 321 Transcon	31-32	35-37	58-62	—	Yes		On-Demand	Yes	Some	—
	Regional Jet	31		37	—	—		—	—	—	—
Delta	B737-800	31-32	34	38	Yes ¹	Yes¹	Overhead Screens (some)	loop (some)	Some Rows	Yes	—
	A320	31-32	34	36	—	—		—	—	Yes	—
	MD-90	30-31	34	37	—	—		—	Some Rows	Yes	—
	Regional Jet	31	34	37	—	—		—	—	Some	—
Frontier	A320	30-31	36-38		Yes	—		—	—	—	—
Jetblue	A320	34	38-39	—	Yes	—	Seatback movies avail. on a loop	Satellite Radio	Some Rows	Some	—
	A321	33	37-41	—	Yes	—	Seatback movies avail. on a loop	Satellite Radio	Yes	Some	—
	A 321 Transcon	33	37-41	58-60	Yes	—	Seatback movies avail. on a loop	Satellite Radio	Yes	Some	—
	E-190	32	39	—	Yes	—	Seatback movies avail. on a loop	Satellite Radio	—	—	—

Southwest	B737-800	32-33			Wireless Streaming¹	—		—	—	Yes ¹	—

Spirit	A320	28	36		—	—		—	—	—	—
United	B737-800	31	35-37	38	Yes ¹	Loop (some)		Loop	Some Rows	Some	—
	A320	30-31	35-36	38-39	—	—	Overhead Screens (some)	Loop (some)	—	Yes	—

	B 757 Transcon	31	36	N/A²	—	Yes		On-Demand	Yes	Yes	—
	Regional Jet	30-31	34	36-37	—	—		—	—	—	—
Virgin America	A320	32	38	55	Yes	Yes		On-Demand	Yes	Yes	Yes
	A319	32-33	38	55	Yes	Yes		On-Demand	Yes	Yes	Yes