PW4060 ENGINE FLEET MANAGEMENT PROGRAM AGREEMENT    BY AND BETWEEN    UNITED TECHNOLOGIES CORPORATION    PRATT & WHITNEY DIVISION    AND    HAWAIIAN AIRLINES,
 INC.

DATED AS OF OCTOBER 5, 2001

This document contains proprietary information of United Technologies Corporation, Pratt & Whitney Division ("Pratt & Whitney"). Pratt &
Whitney offers the information contained in this document on the express condition that you shall not disclose or reproduce the information in whole or in part without Pratt & Whitney's express
written consent. Neither receipt nor possession of this document alone, from any source, constitutes Pratt & Whitney's permission. Possessing, using, copying or disclosing this document by
anyone without Pratt & Whitney's express prior written consent may result in criminal and/or civil liability.

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PW4060 ENGINE FLEET MANAGEMENT PROGRAM AGREEMENT    FOR    HAWAIIAN AIRLINES, INC.

THIS PW4060 ENGINE FLEET MANAGEMENT PROGRAM AGREEMENT dated as of October 5, 2001 (this "FMP Agreement") is made by and between United Technologies
Corporation, acting through its Pratt & Whitney Division ("Pratt & Whitney"), a corporation organized and existing under the laws of the state of Delaware, and having an office and place
of business in East Hartford, Connecticut and Hawaiian Airlines, Inc. ("Hawaiian"), a corporation having an office and place of business in Honolulu, Hawaii.

WHEREAS
Hawaiian wishes to use Pratt & Whitney's PW4060 engine fleet management program services; and

WHEREAS
Pratt & Whitney is willing to provide PW4060 engine fleet management program services for FMP Eligible Engines, as defined below, upon the terms set forth in this FMP
Agreement.

PRATT &
WHITNEY AND HAWAIIAN HEREBY AGREE AS FOLLOWS:

A.    DEFINITIONS

In this FMP Agreement, including the attachments hereto, the capitalized terms herein shall have the respective meanings set out below. Except as otherwise
provided, all references to "Attachments" refer to "Attachments" to this FMP Agreement.

"Aircraft"
means the 767 aircraft operated by Hawaiian on which FMP Eligible Engines are initially installed at the entry of such aircraft into the FMP Agreement.

"AOG
Event" occurs at the time that an Aircraft is unavailable for operational service solely because an FMP Eligible Engine installed on such Aircraft is unserviceable and incapable of
continued
operation after Hawaiian has performed reasonable on-wing corrective action and no replacement engine is available. An AOG Event terminates upon correction of the unserviceable condition
or at the time a replacement engine becomes available for operational service, whichever occurs first.

"Aviation
Authority" means all or any of the authorities, government departments, committees or agencies which, under the laws of the State of Registration of the relevant Aircraft, may
from time to time (i) have control or supervision of civil aviation in that state; or (ii) have
jurisdiction over the registration, airworthiness or operation of, or other matters relating to an Aircraft.

"AWAS"
means Ansett Worldwide Aviation, USA, Ansett Worldwide Aviation Netherlands, B.V., or, subject to Pratt & Whitney approval, any division, wholly-owned subsidiary, or
affiliate of Ansett Worldwide Aviation, USA.

"Buyer
Furnished Equipment" or "BFE" means the aircraft manufacturer-supplied or buyer furnished engine-mounted accessories (typically including such items as integrated drive generator,
quick accessory disconnect adapter, hydraulic pumps, shut-off valve and pressure regulating valve).

"Customized
Engine Maintenance Program" or "CEMP" means the program for off-wing maintenance and engine line maintenance established for Hawaiian in accordance with
Section D(1).

"Delivery
Duty Paid" or "DDP" shall have the meaning set forth in Incoterms 2000, as promulgated by the International Chamber of Commerce.

"ECM"
means engine condition monitoring.

"Engine
Flight Hour" or "EFH" means FMP Eligible Engine flight hour.

"Engine
Build-up Unit" or "EBU" means the set of engine-mounted hardware required to interface such engine with aircraft systems. These aircraft systems typically include
fuel, hydraulic, pneumatic, fire detection and electrical units.

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"Extreme
Environmental Conditions" means atmospheric conditions typical of a severe environment including but not limited to high temperature or high concentrations of particulates such
as sand, volcanic ash, calcium sulfate or other contaminates.

"Ex
works" shall have the meanings set forth in Incoterms 2000.

"FAA"
means the Federal Aviation Administration of the United States of America or any successor agency thereto.

"FMP
Eligible Engines" means the PW4060 engines that are identified in Attachment I and Attachment II.

"FMP
Rate" has the meaning set forth in Section B.

"FMP
Spare Engine" means an engine provided by Pratt & Whitney for use by Hawaiian pursuant to this FMP Agreement.

"FOD"
means foreign object damage.

"General
Lease Agreement" means a lease agreement entered into by and between Pratt &Whitney and Hawaiian for a spare engine in accordance with Section C(1)(b) when an AOG
Event occurs as the result of an "Excluded Cause" set forth in Section C(1)(b)(ii).

"Initial
Refurbishment Visit" means the first Performance Restoration Shop Visit performed on each of the eight (8) engines in Fleet No.1.

"Life
Limited Parts" or "LLPs" refer to those FMP Eligible Engine parts defined as such in the Airworthiness Limitation section of the applicable Production Approval Holders manual.

"Parts
Manufacturer Approval" or "PMA" means the authority granted to a legal entity by the FAA and described in 14 C.F.R. § 21.303, to produce modification or replacement
parts for sale for installation on type certificated products.

"Performance
Restoration Shop Visit" or "PRSV" means the accomplishment of all specified disassembly, cleaning, inspection, repair or replacement of parts as required, restoration of
fits and clearances, reassemble and test tasks for the purpose of attaining a full service interval of parts, modules and engines.

"Pratt &
Whitney Facility" means the Pratt & Whitney Cheshire Engine Center.

"Production
Approval Holder" or "PAH" means an entity holding a type certificate issued under the authority of the Federal Aviation Regulation, Part 21.

"Program
Manager" has the meaning set forth in Section D(2)(a).

"Quick
Engine Change" or "QEC" means the components pre-mounted on an FMP Eligible Engine to facilitate an engine change.

"Spare
Engine Lease Agreement" means a lease agreement entered into by and between Pratt & Whitney and Hawaiian for FMP Spare Engines in accordance with Section C(1)(b).

"Specific
Conditions" has the meaning set forth in Section B(2).

"State
of Registration" means the country in which the Aircraft is registered.

"Term"
has the same meaning set forth in Section B.

"UTF"
means UT Finance Corporation, a wholly owned subsidiary of United Technologies Corporation and an affiliate of Pratt & Whitney.

2

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B.    TERM OF FMP AGREEMENT

Pratt & Whitney shall provide services under this FMP Agreement for eight (8) used engines leased by Hawaiian from International Leasing Financing
Corporation ("ILFC") which have completed the Initial Refurbishment Visit (the "Fleet No. 1"), for six (6) new engines leased by Hawaiian from AWAS (the "Fleet No. 2") and for
eighteen (18) new engines leased by Hawaiian from AWAS, Boeing or UTF plus the four (4) new spare engines leased from AWAS (the "Fleet No. 3). Each engine in Fleet No. 1
will be covered from each engine's delivery until the seventh anniversary of each engine's delivery to Hawaiian Airlines for services described in Section C(1)(b), and each engine in Fleet
No. 1 will be covered for services described in Section C(1)(a) following the Initial Refurbishment Visit until the seventh anniversary of each engine's delivery to Hawaiian. For engines
in Fleet No. 1, visits which are not Performance Restoration Shop Visits, such services described in Section C(1)(a) will be covered from engine delivery to the seventh anniversary of
each engine's delivery. Fleet No. 2 will be covered until the fifteenth anniversary of each engine's delivery to Hawaiian Airlines. Each engine in Fleet No. 3 will be covered until the
eighteenth anniversary of each engine's delivery to Hawaiian Airlines.



[Intentionally
Omitted]



[Intentionally
Omitted]



3

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C.    SERVICES

Pratt & Whitney shall provide or arrange to provide the following services to Hawaiian for its FMP Eligible Engines upon the terms set forth in this FMP
Agreement. The services described in Section C(1) are covered by the FMP Rate except as otherwise provided in Section C(2), which describes the services that are not covered by the FMP
Rate. Excluded services set forth in Section C(2) will be invoiced at the rates set forth in Attachment VII with such invoices including only the cost of repair/overhaul that occurs as a result
of excluded causes.

1.    Services
Included in the FMP Rate



b.    FMP
Spare Engines



4

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2.    Services
Not Included in the FMP Rate



D.    PARTIES' RESPONSIBILITIES

1.    Customized
Engine Maintenance Program ("CEMP")

Pratt &
Whitney shall provide to Hawaiian a CEMP for the FMP Eligible Engines, consistent with Pratt & Whitney's and other PAHs' approved technical data, and shall
incorporate applicable service bulletins and Aviation Authority airworthiness directive requirements.

5

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The
CEMP shall establish maintenance requirements, including those related to the determination of the off-wing maintenance schedule. The CEMP shall be no less rigorous than
the instructions for continued airworthiness of the Aircraft issued by the Aircraft's manufacturer and PAHs of components of the Aircraft and shall comply with all requirements of the Aviation
Authority of the Aircraft, so long as such Aviation Authority imposes aircraft maintenance standards which comport with and are not materially different from those standards imposed by the FAA. The
preparation of line maintenance task cards shall be the responsibility of Hawaiian or its designated line maintenance provider.

Hawaiian
shall review and approve the CEMP and shall incorporate the relevant provisions of the CEMP into its continuous airworthiness maintenance program. Hawaiian shall also obtain any
and all necessary approvals of that program from the Aviation Authority and any other regulatory authority having jurisdiction. During the Term, Hawaiian shall at all times comply with the
requirements of its continuous airworthiness maintenance program utilizing its presently established providers of on-wing line maintenance and Pratt & Whitney's designated
off-wing maintenance facility.

2.    Program
Management



6

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3.    Record Keeping

While
the FMP Eligible Engines are in its possession, Hawaiian shall maintain records on the accumulated hours and cycles for all LLPs and other serialized parts that Pratt &
Whitney may specify. If requested by Hawaiian, Pratt & Whitney will make accessible its internal hours/cycles tracking model at no charge. As maintenance is performed on each FMP Eligible
Engine over time, detailed records concerning the work performed shall be kept in the following manner: All records of the performance of maintenance tasks that are required by the applicable Aviation
Authority shall be generated and maintained (i) by Pratt & Whitney or its designated maintenance provider in the case of the off-wing
maintenance, and (ii) by Hawaiian in the case of line maintenance. The party generating and maintaining the records shall make such records available to
the other party in order to ensure compliance with the requirements of this FMP Agreement and the applicable Aviation Authority. Records shall be in the English language and shall include FMP Eligible
Engine maintenance records, configuration records, FMP Eligible Engine test cell data and FAA Form 337 or other applicable Aviation Authority approved documents. Following each
off-wing maintenance visit, Pratt & Whitney or its designated maintenance provider shall provide a report identifying the service bulletins incorporated during that shop visit. The
CEMP related service bulletins and airworthiness directives will be identified separately on that report. Pratt & Whitney may perform periodic audits to ensure that adequate records are
maintained.

4.    Monthly
Operational Reporting

No
later than the fifth calendar day of each month throughout the Term, Hawaiian shall provide the Program Manager with a complete monthly statement of the previous month's flight data
for the FMP Eligible Engines and FMP Spare Engines substantially in the form set forth in Attachment VI (the "Monthly Operational Report"). Pratt & Whitney may perform periodic audits to ensure
the accuracy of such reports.

5.    Licenses,
Registrations, Etc.

Hawaiian
shall obtain, as of the Effective Date, and shall maintain or cause to be maintained, all consents, licenses, approvals, registrations and authorizations required (i)to operate the Aircraft in
compliance with the laws of Hawaiian's jurisdiction of organization and the State of Registration and (ii)for the performance by Hawaiian of its obligations under this FMP Agreement.

E.    ENGINE TRANSPORTATION

Hawaiian, or its subcontracted personnel, shall perform the engine change of FMP Eligible Engines and then transport the removed FMP Eligible Engines Ex works to
Pratt & Whitney's Facility (or other facility designated by Pratt & Whitney) within five (5) days. Pratt & Whitney will provide one way return transportation of FMP
Eligible Engines to Hawaiian's facility at no charge to Hawaiian. Risk of loss remains with Hawaiian both ways.

F.    AOG GUARANTEE

Pratt & Whitney shall provide Hawaiian the following AOG Event Guarantee during the Term:

1.    In
the event the number of Hawaiian's ready spare engines falls below one (1), Pratt & Whitney will make commercially reasonable efforts to identify a replacement
engine that may be made available to Hawaiian in an expedited manner should Hawaiian need spare engines pursuant to Section F(2).

2.    [Intentionally
Omitted]

3.    In
the event Hawaiian experiences an AOG Event during the Term which is the result of an Excluded Cause as defined in Section C(1)(b)(ii), Hawaiian shall pay to
Pratt & Whitney the

7

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then-prevailing Pratt & Whitney daily lease rate for the FMP Spare Engine thus provided. Additionally, any FMP Eligible EFH flown on a FMP Spare Engine provided due to such
Excluded Cause shall be included in the total actual fleet hours applied to the FMP Rate.

4.    Pratt &
Whitney's obligation to provide any spare engine to Hawaiian shall in all circumstances be subject to the execution of a General Lease Agreement between
Hawaiian and Pratt & Whitney. Following the resolution of the AOG, Hawaiian shall return to Pratt & Whitney any spare engine provided to Hawaiian pursuant to this Section F within
seven (7) calendar days of the arrival date of such FMP Eligible Engine back to East Hartford, CT or other mutually agreeable location (the "Arrival Date"). Pratt & Whitney shall give
Hawaiian at least seven (7) days prior notice of the Arrival Date. Spare engines shall be subject to the same installation and removal criteria as FMP Eligible Engines.

G.    THRUST CONVERSION

[Intentionally
Omitted]

H.    INVOICING AND PAYMENTS

Hawaiian
shall pay to Pratt & Whitney on a monthly basis:



Included
in the monthly invoice, Pratt & Whitney will debit or credit Hawaiian's account with Pratt & Whitney (or cash if no amounts are then payable to Pratt &
Whitney by Hawaiian) with such debits or credits as may be elsewhere defined in this FMP Agreement. This credit may only be applied to Hawaiian's monthly invoices issued under this FMP Agreement.

Pratt &
Whitney shall invoice Hawaiian for the Services Fee and all additional charges by the twentieth (20th) day of each month for the immediately preceding calendar month.

All
such invoiced amounts shall be due upon receipt of invoice and paid, net cash, in United States Dollars by wire transfer to:



[Intentionally
Omitted]

I.    TERMS AND CONDITIONS

1.    This
FMP Agreement incorporates the Fleet Management Program Standard Terms and Conditions of Sale set out in Attachment IV. In the event of any inconsistency between the
provisions of this FMP Agreement and Attachment IV, the provisions of this FMP Agreement shall govern.

2.    Any
obligation of Pratt & Whitney to station equipment or personnel at Hawaiian's facility is contingent upon Pratt & Whitney being able to do so without
creating a tax presence in such jurisdiction(s).

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3.    The
intent of this FMP Agreement is to provide the specified services to Hawaiian. Under no circumstances shall there be any duplication of benefits provided to Hawaiian
under any other applicable guarantee plan, sales warranty, service policy, or any special benefit of any kind offered to Hawaiian for the benefit of Hawaiian as a result of the same condition or
event.

4.    This
FMP Agreement supersedes and replaces all previous negotiations, commitments, oral or written understandings, proposals or agreements in connection with a PW4060
engine fleet management program for Hawaiian.

J.    NOTICES

Any notice, demand, claim, notice of claim, request or communication required or permitted to be given under the provision of this FMP Agreement shall be in
writing and shall be deemed to have been duly given (i) upon delivery if delivered in person, (ii) on
the date of mailing if mailed by registered or
certified mail, postage prepaid and return receipt requested, (iii) on the date of delivery to a national overnight courier service, or
(iv) upon transmission by facsimile (if such transmission is confirmed by the addressee) if delivered through such services to the following addresses,
or to such other address as any party may request by notifying in writing all of the other parties to this FMP Agreement in accordance with this Section J.



or
in each case to such other person or addresses as either party may notify in writing to the other. Any such notice shall be deemed to have been received on the date of personal delivery, the date
set forth on the Postal Service return receipt, or the date of delivery shown on the records of the overnight courier, as applicable.

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IN
WITNESS WHEREOF, the parties have caused this FMP Agreement to be duly executed as of the day and year first above written.

|Accepted:                                      
|-----------------------------------------------
|HAWAIIAN AIRLINES, INC.                        
|By                                             
|                                               
|Typed
Name                                     
|                                               
|Title                                          
|                                               
|Date:                                          
|                                               
|HAWAIIAN AIRLINES, INC.                        
|By                                             
|                                               
|Typed
Name                                     
|                                               
|Title                                          
|                                               
|Date                                           
|                                               
|Accepted:                                      
|                                               
|UNITED TECHNOLOGIES CORPORATION
PRATT & WHITNEY
|By                                             
|                                               
|Typed
Name                                     
|                                               
|Title                                          
|                                               
|Date                                           
|                                               

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Table of Contents

|A.                        |  | DEFINITIONS               |  | 1
|------------------------- |  | ------------------------- |  | -
|B.                        |  | TERM OF FMP AGREEMENT     |  | 3
|C.                        |  | SERVICES                  |  | 4
|D.                        |  | PARTIES' RESPONSIBILITIES |  | 5
|E.                        |  | ENGINE TRANSPORTATION     |  | 7
|F.                        |  | AOG GUARANTEE             |  | 7
|G.                        |  | THRUST CONVERSION         |  | 8
|H.                        |  | INVOICING AND PAYMENTS    |  | 8
|I.                        |  | TERMS AND CONDITIONS      |  | 8
|J.                        |  | NOTICES                   |  | 9
|ATTACHMENT I              |  |                          
|ATTACHMENT II PART A      |  |                          
|ATTACHMENT II PART B      |  |                          
|ATTACHMENT III            |  |                          
|ATTACHMENT IV             |  |                          
|ATTACHMENT V              |  |                          
|ATTACHMENT VI             |  |                          
|ATTACHMENT VII            |  |                          
|ATTACHMENT VII APPENDIX A |  |                          
|ATTACHMENT VII APPENDIX B |  |                          
|ATTACHMENT VII APPENDIX C |  |                          

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ATTACHMENT I    FMP ELIGIBLE ENGINES  SERIAL NUMBERS FOR FLEET NO. 1

1.

TBD

5.

TBD2.

TBD

6.

TBD3.

TBD

7.

TBD4.

TBD

8.

TBD


Aircraft Delivery Schedule(1)

February

2002(1)

April

2002(1)

April

2002(1)

May

2002


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ATTACHMENT II PART A    FMP ELIGIBLE ENGINES  SERIAL NUMBERS FOR FLEET NO. 2

1.

7290232.

7290243.

TBD4.

TBD5.

TBD6.

TBD


Aircraft Delivery Schedule(1)

October

2001(1)

November

2001(1)

December

2001


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ATTACHMENT II PART B    FMP ELIGIBLE ENGINES  SERIAL NUMBERS FOR FLEET NO. 3

1.

TBD

10.

TBD

Spare Engines2.

TBD

11.

TBD

1.

TBD3.

TBD

12.

TBD

2.

TBD4.

TBD

13.

TBD

3.

TBD5.

TBD

14.

TBD

4.

TBD6.

TBD

15.

TBD7.

TBD

16.

TBD8.

TBD

17.

TBD9.

TBD

18.

TBD


Aircraft Delivery Schedule(1)

September

2002(1)

October

2002(1)

November

2002(1)

December

2002(1)

January

2003(1)

February

2003(1)

March

2003(1)

May

2003


Spare Engine Delivery Schedule(1)

November

2001

(used engine on a 10 month lease to bridge the gap from EIS to September 2002)(2)

September

2002(1)

March

2003(1)

April

2003


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ATTACHMENT III

ESCALATION  PERTAINING TO THE FMP RATE

[Intentionally Omitted]

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ATTACHMENT IV    UNITED TECHNOLOGIES CORPORATION  Pratt & Whitney Division ("Pratt & Whitney")    PW4060 FLEET MANAGEMENT AGREEMENT    TERMS AND CONDITIONS OF SALE

ARTICLE 1DEFINITIONS

1.1"Buyer"as used herein shall mean the purchaser of Fleet Management Services provided pursuant to this Agreement.

1.2"Equipment"as used herein shall mean the Eligible Engines, including related modules, Parts, Components, Engine
Build-up Units ("EBU") and Buyer Furnished Equipment ("BFE").

1.3"Exchange Part"as used herein shall mean Buyer's parts and line replaceable units which are offered in exchange for
Pratt & Whitney RMS parts defined below, in connection with Off-wing Maintenance.

1.4"Operating and Maintenance History"as used herein shall mean all information relative to the Equipment's modification
level, total time, time since overhaul, time since shop repair, the date of removal and reason for removal.

1.5"RMS Parts"shall mean Pratt & Whitney new or serviceable Rotable Material Service modules and parts which are
exchanged for Buyer's Exchange Parts in connection with Off-wing Maintenance.

1.6"SMS Parts"shall mean used and new serviceable parts held by Pratt & Whitney for direct sale or for use in
connection with Off-wing Maintenance.

ARTICLE 2BUYER WARRANTIES OF EQUIPMENT CONDITION

2.1  Buyer
hereby warrants that, to the best of its knowledge and belief, unless otherwise disclosed in writing before Equipment delivery to Pratt & Whitney, all
articles of Equipment delivered for maintenance services, including Exchange Parts:



2.2  Buyer
further warrants that, to the best of its knowledge and belief, no Exchange Parts contain component parts not manufactured by the type certificate holder or an
authorized supplier thereof, nor any repairs or modifications not within the type certificate holder's approved technical data and performed by a repair station properly certified and rated by the
United States Federal Aviation Administration. Pratt & Whitney reserves the right to reject Exchange Parts not meeting the criteria described above.

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ARTICLE 3MATERIAL SUPPORT

3.1  Under
ordinary conditions, parts removed from Buyer's engines shall be reinstalled in the same engine. If original parts cannot be reinstalled because of repair lead
times, scrap condition, supersedure, or other circumstances, the following material support services will be used by Pratt & Whitney.



1.    require
that Buyer replace the Exchange Part with another repairable Exchange Part conforming to the requirements of this Agreement within thirty (30) days; or

2.    scrap
the Exchange Part and invoice Buyer for the price of a new or, if available, a used serviceable replacement part.

Buyer
will reimburse Pratt & Whitney for all labor associated with the subject Exchange Part up until the date that Pratt & Whitney rejects the Exchange Part.

Acceptance
by Pratt & Whitney occurs at the earlier of:

1.    notice
by Pratt & Whitney that it has accepted the Exchange Part; or

2.    the
expiration of the Inspection Period, provided that Pratt & Whitney has not required a replacement part or scrapped the part.

With
respect to the exchange of life limited parts, Pratt & Whitney will adjust invoice prices to reflect the differential in life limits between the RMS Part and the Exchange
Part. A credit or debit will be calculated as follows:

Credit or
Debit

=

Removed Part
Remaining Life

-

Installed Part
Remaining Life

x

Then - Current
Manufacturer's
List PriceEngine Manual Life Limit


Title
to the Exchange Part vests, and risk of loss passes, only upon Acceptance. Buyer warrants that at the time of acceptance, it transfers good title to the material to be exchanged,
free and clear of liens or encumbrances of any kind.

If
Buyer fails to deliver its exchange part within thirty (30) days from the date Pratt & Whitney provides the corresponding RMS part, Pratt & Whitney, at its
option, may invoice Buyer for the price of a new, or if available, used serviceable replacement part.

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3.2  All
Buyer Exchange Parts must be accompanied by life limited parts records if applicable. Such documentation shall confirm that the parts were originally manufactured or
sold by Pratt & Whitney or the original equipment type certificate holder under its approved manufacturing quality assurance system.

ARTICLE 4TITLE, DELIVERY, AND RISK OF LOSS

4.1  The
FOB point for Equipment delivered for repair, and redelivered to Buyer under this Agreement shall be Pratt & Whitney's overhaul repair facility in Cheshire,
Connecticut, or such other overhaul and repair facility that Pratt & Whitney designates during this Agreement. The FOB point for Pratt & Whitney Spare Engines and LRUs provided under
this Agreement shall be Pratt & Whitney's designated Spare Engine storage location. Buyer shall be responsible for all transportation cost and risk of loss associated with shipment of the Spare
Engines and Equipment to the designated location.

4.2  Before
Equipment is ready for delivery FOB Pratt & Whitney's designated facility under this Agreement, Buyer shall furnish written shipping instructions in
respect of such Equipment as promptly as possible. In the absence of such instructions, Pratt & Whitney may, at any time beginning ten (10) days after forwarding notice to Buyer by mail
or otherwise that the Equipment is ready for shipment, arrange for shipment of Equipment by a carrier of its own selection to Buyer's place of business or other destination reasonably believed to be
suitable. Buyer will hold Pratt & Whitney harmless for loss or damage attributed to negligence, either in selection of the carrier or in agreeing to contract terms on Buyer's behalf.

ARTICLE 5INSPECTION

If any Equipment appears not to have been serviced in accordance with this Agreement, Buyer shall, within thirty (30) days after receipt thereof, notify
Pratt & Whitney of such condition and afford Pratt & Whitney a reasonable opportunity to inspect the Equipment and make an appropriate adjustment or replacement. The remedies afforded
Buyer under Article 7, entitled, "Warranties, Remedies and Limitations", shall be exclusive for defects discovered upon inspection. Buyer shall not delay payment pending such inspection.

ARTICLE 6SPARE ENGINES

6.1  Spare
Engine Support

To
the extent specified in this Agreement, Pratt & Whitney will provision, procure, and maintain a number of Spare Engines.

6.2  Spare
Engine Records Maintenance

Buyer
will maintain any records, logs and other materials required by the Federal Aviation Regulation and Joint Aviation Requirements to be maintained in respect of the Spare Engines,
regardless of upon whom such requirements are, by their terms, imposed, except for those records which Pratt & Whitney is required to maintain under the terms of this Agreement.

6.3  Equipment
Lease Terms and Conditions

Pratt &
Whitney's Spare Engine Lease Agreement shall govern all Spare Equipment support provided under this Agreement. As specified therein, the term "Lessee" shall mean "Buyer",
and the term "Lessor" shall mean Pratt & Whitney.

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6.4  Title
to Spare Engines

Nothing
in this Agreement shall operate to transfer title to any Spare Engine (or any records or logs relating thereto). Buyer acknowledges and agrees, that every Spare Engine delivered
to it pursuant to this Agreement shall at all times remain the property of Pratt & Whitney. Pratt & Whitney may, at its option, and its own cost and expense, cause this Agreement and the
leasing of any Spare Engine to be recorded, as appropriate, with the FAA, the JAA, or any other applicable government agency. As a condition to Pratt & Whitney's obligation to deliver Spare
Engines hereunder, Buyer shall take all steps necessary for Pratt & Whitney to properly record and perfect its interest in Spare Engines.

ARTICLE 7WARRANTIES, REMEDIES, AND LIMITATIONS

In addition to Pratt & Whitney's obligation to perform maintenance services as specified in the Agreement, the following warranties are provided:

7.1  Services

[Intentionally
Omitted]

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7.2  Parts

The
warranties and remedies for Pratt & Whitney provided parts delivered under this Agreement shall be as set forth below:



[Intentionally
Omitted]



7.3  EXCLUSIVE
WARRANTIES AND REMEDIESTHE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE GIVEN AND ACCEPTED IN LIEU OF (i)ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE; AND(ii)ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT, TORT OR STRICT LIABILITY AGAINST PRATT & WHITNEY OR
ANY OF ITS AFFILIATES, WHETHER OR NOT ARISING FROM THE NEGLIGENCE, ACTUAL OR

5

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IMPUTED, OF PRATT & WHITNEY OR SUCH AFFILIATE. PRATT & WHITNEY DOES NOT WARRANT ANY PARTS, WHETHER SUPPLIED BY PRATT & WHITNEY OR NOT, THAT WERE NOT ORIGINALLY SOLD BY
PRATT & WHITNEY. THE REMEDIES OF BUYER SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES, REMEDIES OR THIS LIMITATION WILL BE BINDING UPON PRATT & WHITNEY UNLESS IN WRITING, SIGNED BY A DULY
AUTHORIZED OFFICER OF PRATT & WHITNEY.

ARTICLE 8EXCUSABLE DELAYS

Pratt & Whitney shall not be charged with any liability for delay or nondelivery when due to delays of suppliers, acts of God or the public enemy,
compliance in good faith with any applicable foreign or domestic governmental regulation or order, whether or not it proves to be invalid, fires, riots, labor disputes, unusually severe weather or any
other cause beyond the reasonable commercial efforts of
Pratt & Whitney. To the extent that such causes actually delay deliveries on the part of Pratt & Whitney, the time for the performance shall be extended for as many days beyond the
delivery date as is required to obtain removal of such causes.

ARTICLE 9TAXES

In addition to the price for Services and Equipment provided hereunder, any and all taxes (not including any income or excess profit taxes) which may be imposed
by any taxing authority, arising from the sale, delivery or use of Pratt & Whitney's products and for which Pratt & Whitney may be held responsible for collection or payment, either on
its own behalf or that of Buyer, shall be paid by Buyer to Pratt & Whitney. Buyer shall be responsible for any and all interest and penalties relating to nonpayment or late payment of such
taxes due in any jurisdiction.

ARTICLE 10MATERIAL DISPOSITION

10.1 With
respect to work covered under the Services Rate, Equipment or parts thereof received from Buyer, which in the reasonable opinion of Pratt & Whitney have no
value other than as scrap because they cannot be repaired to a serviceable condition, shall be disposed of by Pratt & Whitney, and no accountability or liability for such parts shall be imposed
on Pratt & Whitney by Buyer. Title to all such Equipment shall vest in Pratt & Whitney.

10.2 With
respect to Excess Work, Equipment or parts thereof received from Buyer, which in the reasonable opinion of Pratt & Whitney have no value other than as scrap
because they cannot be repaired to a serviceable condition, shall be disposed of by Pratt & Whitney, and no accountability or liability for such parts shall be imposed on Pratt & Whitney
by Buyer. Pratt & Whitney agrees, however, to return to Buyer, at Buyer's expense, parts which are either scrap, superseded or uneconomical to repair if so indicated on the face of Buyer's
Purchase Order or supplement thereto. In any event, Buyer's instructions regarding scrap disposition must be received by Pratt & Whitney within thirty (30) days after shipment of an
engine to Buyer or all scrap will be disposed of locally. To assist Buyer in identification of scrap parts returned at its request, such scrap may be shipped in an altered state which will indicate
that it is clearly unfit for service use.

10.3 With
respect to Excess Work, parts for which there are currently no repair procedures and which, in the opinion of Pratt & Whitney, have potential to be repaired
to a serviceable condition sometime in the future, shall be returned, unaltered, to Buyer at Buyer's expense.

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ARTICLE 11LIABILITY LIMITATION

11.1 The
price allocable under this Agreement to any product or service alleged to be the cause, or in any way arising from or related to the cause, of any loss or damage to
Buyer shall be the ceiling limit on Pratt & Whitney's liability, except for the gross negligence or willful misconduct of Pratt & Whitney, whether founded in contract, tort (including
negligence) or strict liability, arising out of or resulting from(i)this Agreement or the performance or breach thereof, (ii)the design, manufacture,
delivery, sale, overhaul, repair, replacement, or(iii)the use of any
such product or the furnishing of any such service. In no event shall Pratt & Whitney have any liability for any indirect, incidental, special or consequential damages.

11.2 For
purposes of this Article, the "price allocable" shall be:(i)in the case of products or services provided under the
Services Rate, Pratt & Whitney's monthly maintenance service charge for the applicable engine,(ii)in the case of Equipment provided for Buyer's
temporary use under the Equipment Support provisions, Pratt & Whitney's customary daily lease charge, and(iii)in the case of any other products
or services provided under this Agreement, the price charged by Pratt & Whitney in relation to the product or service alleged to be the cause of loss or damage.

ARTICLE 12SELLER'S INSURANCE

Except as otherwise set forth herein, Pratt & Whitney agrees that Buyer's Equipment will, while in the care, custody and control of Pratt & Whitney,
be adequately protected from loss, damage or destruction under the terms of Pratt & Whitney's insurance. Such protection will commence upon Equipment delivery to Pratt & Whitney and will
remain until Equipment is redelivered to Buyer.

ARTICLE 13TERM AND TERMINATION

13.1 This
Agreement shall be effective for the term specified.

13.2 Either
party may terminate this Agreement without prejudice to any rights then accrued for material breach upon ninety (90) days written notification to the
other party of such intent to terminate,
provided the notice specifies the cause for termination and such cause remains uncured for ninety (90) days after receipt of the notice.

13.3 With
or without notice, Pratt & Whitney may terminate this Agreement with immediate effect but without prejudice to any rights then accrued in the event Buyer
does not pay within thirty (30) days of the due date any amount payable under this Agreement in the manner in which it is expressed to be payable.

13.4 Upon
early termination of this agreement, if Pratt & Whitney is the non-defaulting party, Pratt & Whitney will re-price previously
provided services covered by the FMP Rate at Pratt & Whitney's then-current standard rates and charges in effect at the time such service was provided and invoice Buyer for any
deficiency in amounts collected to date in respect of such services. If, instead of a deficiency, there is a surplus in the amount collected, Pratt & Whitney will credit this amount to
Hawaiian's account with Pratt & Whitney, provided the aircraft lessor makes no claim to this overage. Hawaiian shall only use this credit to pay for subsequent shop visits on Eligible Engines
at the Pratt & Whitney Facility at Pratt & Whitney's then-current standard rates and charges.

ARTICLE 14EXCLUSION OF BENEFITS

Pratt & Whitney reserves the right to exclude from any credit due, amounts incurred as the result of a failure by Buyer to comply with any of the
requirements specified in this Agreement.

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ARTICLE 15NOTICESDEEMED RECEIPT

15.1 Any
notice provided under this Agreement shall be deemed to have been received by the party to whom it is addressed (and reference herein to receipt by any party shall
include deemed receipt):



ARTICLE 16INSPECTION OF RECORDS

Except for records that Pratt & Whitney is responsible for maintaining under the terms of this Agreement, Buyer shall maintain all Eligible Engine
operation and maintenance records required by airworthiness authorities with applicable jurisdiction. Buyer shall make all records available for inspection by Pratt & Whitney or its designated
representatives at all reasonable times during this Agreement.

ARTICLE 17ASSIGNMENT AND SUBCONTRACTING

This Agreement and the right to receive credits or payment hereunder may not be assigned by either Party, in whole or in part, without the prior written consent
of the other Party, such consent not to be unreasonably withheld, except that Pratt & Whitney may assign, without recourse to Pratt & Whitney or United Technologies Corporation, its
interest, rights and obligations in this Agreement to any subsidiary or affiliate succeeding in interest to the commercial engine fleet management business of United Technologies Corporation, or in
connection with the merger, consolidation, reorganization or voluntary sale or transfer of its assets.

ARTICLE 18CONFIDENTIAL OR PROPRIETARY INFORMATION AND PROPERTY

Each party shall keep confidential and otherwise protect from disclosure all information and property obtained from the other in connection with this Agreement
and identified in writing as confidential or proprietary. Upon request, and in the event of completion, termination or cancellation of this Agreement, the recipient of confidential or proprietary
information shall return all such information and property or make such other disposition thereof as is directed by the disclosing party.

ARTICLE 19NON-WAIVER AND PARTIAL INVALIDITY

Any and all failures, delays, or forbearances of either party in insisting upon or enforcing at any time or times any provisions of this Agreement, or to exercise
any rights or remedies under this Agreement,
shall not be construed as a waiver or relinquishment of any such provisions, rights, or remedies in those or any other instances; rather, the same shall be and remain in full force and effect.
Further, if any provision of this Agreement becomes void or unenforceable by law, the remainder shall be valid and enforceable.

ARTICLE 20FURTHER ASSURANCE

Each party expressly agrees that at any time and from time to time it shall execute and deliver such further documents and do such other acts and things as the
other party may reasonably request in

8

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order to give effect to this Agreement or which are necessary for the consummation of the transactions and other matters contemplated by this Agreement.

ARTICLE 21BUYER'S FINANCIAL STATUS

If, before expiration of this Agreement, a receiver or trustee is appointed for any of Buyer's property, or Buyer is adjudicated as bankrupt under the applicable
bankruptcy laws of any jurisdiction, or application for reorganization under the applicable bankruptcy laws of any jurisdiction is filed by or against Buyer which shall not be dismissed within ninety
(90) days, or if Buyer becomes insolvent or makes an assignment for the benefit of creditors, or takes or attempts to take the benefit of any insolvency acts, or an execution is issued pursuant
to a judgment rendered against Buyer, or should Buyer refuse to make payment to Pratt & Whitney in accordance with any of its obligations to Pratt & Whitney, or Buyer has not made
payment to Pratt & Whitney of invoices for a period of ninety (90) days, Pratt & Whitney may, at its option in any of such events, terminate this Agreement by giving Buyer written
notice of its intention to do so, and Pratt & Whitney shall thereupon be relieved of any further obligations to Buyer. Buyer shall reimburse Pratt & Whitney for its actual and reasonable
termination costs and expenses and a reasonable allowance for profit. If permitted by applicable law, Pratt & Whitney shall be entitled to sell any Equipment in Pratt & Whitney's
possession or control to satisfy any obligation of Buyer for Services rendered or parts provided by Pratt & Whitney to Buyer.

ARTICLE 22EXPORT MATTERS

22.1 The
export and re-export of goods and related technical information under this Agreement is subject to the export laws of the United States of America.
Buyer shall be responsible for applying for, obtaining and maintaining all required export licenses and approvals and complying with all applicable export reporting requirements. Pratt &
Whitney does not guarantee the issuance of such licenses or their continuation in effect once issued. It shall be a condition precedent to Pratt & Whitney's
obligations hereunder that all necessary and desirable export licenses and approvals shall be timely granted and continue in effect during the term of this Agreement.

22.2 Buyer
agrees that it will not, directly or indirectly, export or re-export any goods or technical information received from Pratt & Whitney to any
destination if such export or re-export would violate the laws of the United States of America. Buyer agrees to indemnify and hold harmless Pratt & Whitney, its subsidiaries,
affiliates, stockholders, directors, officers, employees and agents, from and against any claim, damage, injury, loss or expense (including attorney's fees) resulting or arising from any breach of
Buyer's obligations under this Section 22.2.

ARTICLE 23WARRANTY CREDITS

Any claims for adjustment to which Buyer would normally be entitled under the manufacturer's engine warranty and/or service policies in relation to the Services
provided pursuant to this Agreement will be processed and administered by Pratt & Whitney. Remittance (if any) from the manufacturer shall be to the account of Pratt & Whitney.

ARTICLE 24APPLICABLE LAWS/SERVICE OF PROCESS

24.1 This
Agreement shall be interpreted in accordance with, and the construction thereof shall be governed by, the laws of the State of Connecticut, USA without regard to
principles of conflicts of laws.

24.2 Buyer
agrees that any legal action or proceeding against it may be brought and determined in such court as may from time to time be the court of general jurisdiction in
the State of Connecticut.

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24.3 Buyer
hereby represents that it has, prior to signing this Agreement, appointed an agent for service of process in Connecticut and undertakes that it shall at all times
maintain such agent for service of process in Connecticut during the term of this Agreement.

ARTICLE 25CAPTIONS/ORDER OF PRECEDENCE/MERGER OF NEGOTIATIONS

25.1 Captions
as used in these terms and conditions are for convenience of reference only and shall not be deemed or construed as in any way limiting or extending the
language of the provisions to which such captions may refer.

25.2 In
the event that there are any conflicts or inconsistencies between the provisions of this Agreement, or the attachments hereto or any Purchase Order, the provisions
of this Agreement shall govern.

25.3 This
Agreement does not change or modify any special programs or guarantees which may be in effect between Pratt & Whitney and Buyer.

This
Agreement contains the entire understanding between the parties with respect to the subject matter hereof and shall supersede all previous communications, representations and
agreements, either oral or written, between the parties hereto with respect to the subject matter hereof. No amendment or modification of this Agreement shall be binding upon either party unless set
forth in a written instrument signed by both parties. The rights and remedies afforded to the parties or the Buyer pursuant to any provision of this Agreement are in addition to any other rights and
remedies afforded by any other provisions of this Agreement, by law, or otherwise.

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ATTACHMENT V    PW4060 ENGINE FLEET MANAGEMENT PROGRAM AGREEMENT    PRATT & WHITNEY SERVICE BULLETIN COMPLIANCE CODE DEFINITIONS

|Compliance
Code Number |  | Compliance Connotation    |  | Compliance Definition                                                                                                                                                                                               
|---------------------- |  | ------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1                      |  | Hard Time/Threshold Limit |  | Accomplish prior to next flight.                                                                                                                                                                                    
|2                      |  | Hard Time/Threshold Limit |  | Accomplish at first layover of the aircraft at a line station or maintenance base capable of compliance with the accomplishment instruction.                                                                        
|3                      |  | Hard Time/Threshold Limit |  | Accomplish within            hours or            cycles.                                                                                                                                                            
|4                      |  | Nonquantified Time        |  | Accomplish at the first visit of an engine or module to a maintenance base capable of compliance with the accomplishment instructions regardless of the planned maintenance action or the reason for engine removal.
|5                      |  | Nonquantified Time        |  | Accomplish when the engine is disassembled sufficiently to afford access to the affected subassembly (i.e., modules, accessories, components, build groups) and to all affected spare subassemblies.                
|6                      |  | Nonquantified Time        |  | Accomplish when the subassembly (i.e., modules, accessories, components, build groups) is disassembled sufficiently to afford access to the affected part and to all affected spare parts.                          
|7                      |  | Nonquantified Time        |  | Accomplish when supply of superseded parts has been depleted.                                                                                                                                                       
|8                      |  | Operator's Decision       |  | Accomplish based upon experience with the prior configuration.                                                                                                                                                      

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ATTACHMENT VI    PW4060 ENGINE FLEET MANAGEMENT PROGRAM AGREEMENT    MONTHLY OPERATIONAL REPORT    FOR    HAWAIIAN AIRLINES, INC.

During the monthly calendar period
beginning                        , the average Aircraft flight hours was as indicated below.

The
following will be provided by submission of this form, or an equivalent method of electronic reporting containing the requested data.

|Fleet Management Program Monthly Utilization Reporting Template
|---------------------------------------------------------------
|
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               

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| |  |                                                              
| |  | -------------------------------------------------------------
| |  |                                                              
| |  |                                                              
| |  | AUTHORIZED
HAWAIIAN AIRLINES, INC.
SIGNATURE                 
| |  |                                                              
| |  |                                                              
| |  |                                                              
| |  | PRATT & WHITNEY
FIELD REPRESENTATIVE
VERIFICATION / SIGNATURE

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ATTACHMENT VII

The rates and charges contained herein are valid for work performed on Equipment delivered to Pratt & Whitney on or before December 31, 2001. Rates
and charges for worked performed after December 31, 2001 will be adjusted annually in accordance with Appendix D to this attachment.

I.    FIXED PRICES

A.    FIXED
PRICES FOR ENGINE MAINTENANCE



B.    FIXED
PRICE PER ENGINE MODULE

The
following fixed rates and charges for basic labor associated with Module heavy maintenance apply per Engine. Kit & Bin fixed prices are listed in Appendix B hereto.



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C.    FIXED
PRICES FOR REPAIR OF PARTS

Fixed
prices will be charged for most Parts repaired by Pratt & Whitney. Part repairs which are not fixed priced will be charged at Pratt & Whitney's
Over-and-Above labor and material rates stated in Section II of this Attachment.

II.    OVER-AND-ABOVE RATES

A.    PRATT &
WHITNEY LABOR RATE



B.    MATERIAL
PRICESNEW PARTS

New
Parts, except Kit and Bin Parts for Engines and Modules, will be charged at the then-current manufacturer's new part list price. Kit and Bin Parts for miscellaneous
workscopes not included in the workscopes set forth in Appendix A will be charged on a fixed price basis in accordance with Appendix B to this Attachment VII.

C.    MATERIAL
PRICESUSED SERVICEABLE PARTS

Used
serviceable material sold under the Serviceable Material Sales ("SMS") Program shall be priced as follows:

Life
limited parts will be provided on a pro rata cycle remaining basis, in accordance with the following calculation:

SMS Part Remainint LifePratt & Whitney Engine Manual Life Limit

x

Then - Current
Manufacturer's
List Price




D.    MATERIAL
HANDLING CHARGES

Material
handling charges will be applied to Pratt & Whitney furnished new or used serviceable Parts and customer furnished Parts required to accomplish
Over-and-Above Work performed hereunder. These charges are expressed below as a percentage of the applicable Part price up to the maximum charge per Part or extended line item.



E.    EXCHANGE
MATERIAL



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Adjustments
for warranty benefits and any differential residual value for life limited parts as designated by the manufacturer will also be provided, calculated in accordance with the
following formula:

Credit or
Debit

=

Removed Part
Remaining Life

-

Installed Part
Remaining Life

x

Then - Current
Manufacturer's
List PricePratt & Whitney Engine Manual Life Limit


F.    SUBCONTRACT
CHARGES



All Rates, Charges and Prices are Expressed in United States Dollars

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ATTACHMENT VII, APPENDIX A

[Intentionally Omitted]

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ATTACHMENT VII, APPENDIX B    PW4000 KIT & BIN PARTS FIXED PRICE LISTING

With the exception of Engine model conversions, the following fixed prices are valid for Kit & Bin parts used to reassemble PW4000 series Engines and
Modules delivered to Pratt & Whitney on or before December 31, 2001. These fixed prices will be adjusted annually relative to the Pratt & Whitney Commercial Spare Parts Price List
prices. The adjustment will be based on the percent change in the Pratt & Whitney spare parts prices for the effective year of the adjustment. For the purpose of this Appendix B,
Kit & Bin Parts shall mean those Parts such as O'rings, gaskets, packings, seals, nuts, bolts, washers and external clips and clamps required for reassembly. Prices are based on average
consumption and include minor modifications to Engines or Modules.

Charges
for nuts, bolts, washers, packings, gaskets, and similar Parts that are details of a Part assembly are not included in the Kit & Bin fixed prices listed below and will be
invoiced as applicable. It should be noted that the part number for such a Part might be the same as a Kit & Bin Part used in the final assembly of Engines, Modules and major Engine
assemblies/Build Groups listed below. However, the consumption of these Parts used in the subassembly process have not been included in the prices listed below.

[Intentionally
Omitted]

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ATTACHMENT VII, APPENDIX C    IN-HOUSE MINOR REPAIRS    INCLUDED IN    MAINTENANCE SERVICES FIXED PRICES

All of the fixed prices for Engine Maintenance that are provided in Attachments VII include the following minor repairs when such are accomplished at the engine
overhaul facility performing the Maintenance Services on the relevant Equipment (referred to herein as "In-House Minor Repairs"):



All
other repairs performed at the engine overhaul facility performing the Maintenance Services on the relevant Equipment that are not listed above shall be invoiced at the applicable
Over-and-Above Rates.

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ATTACHMENT VII, APPENDIX D

PRATT & WHITNEY

ESCALATION  PERTAINING TO THE EIGHT (8) INITIAL REFURBISHMENT VISITS

[Intentionally Omitted]

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