Cargo Code Share Agreement

Between

Hawaiian Airlines, Inc. 

and

All Nippon Airways, Inc. 

Dated as of November 05, 2010 

Confidential 

This document contains proprietary information and may not be disclosed to third parties except as otherwise provided 

herein. The terms contained in this document are offered and delivered on condition that this document not be disclosed 

or reproduced in whole or in part by either Party without the express prior written consent of the other Party. Neither 

receipt nor possession of this document alone, from any source, constitutes such permission. Possession, use, copying 

or disclosure by anyone without both Parties’ express prior written permission is not authorized and may result in civil 

liability. 

EXECUTION VERSION 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

CODE SHARE AGREEMENT 

(CARGO) 

BETWEEN

HAWAIIAN AIRLINES, INC

AND

ALL NIPPON AIRWAYS CO., LTD
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

ARTICLES

1. INTERPRETATION

2. PERIOD OF AGREEMENT

3. MAIN PRINCIPLES 

4. SPACE CONTROL 

5. RESERVATION 

6. DOCUMENTATION / ACCOUNTING OF TRANSPORTATION DOCUMENTS 

7. COURTESY TRANSPORTATION

8. OPERATIONAL FACILITIES 

9. INTERRUPTED FLIGHTS, REROUTING AND IRREGULARITIES 

10. SUBSTITUTE OR BACK-UP AIRCRAFT 

11. GROUND HANDLING 

12. INVOICING AND PAYMENT 

13. ADMINISTRATION 

14. INSURANCE AND LIABILITY 

15. TERMINATION 

16. SUB-CONTRACTING AND ASSIGNMENT 

17. NOTICE 

18. FORCE MAJEURE 

19. WAIVER 

20. SEVERANCE 

21. SURVIVAL 

22. HEADING 

23. ENTIRETY OF AGREEMENT 

24. COMPLIANCE WITH LAWS / ARBITRATION 

25. CONFIDENTIALITY 

26. EXCLUSIVITY 

Code Share Agreement (Cargo) 

(hereinafter “Agreement”) 

Between

Hawaiian Airlines, INC. (HA) 

and
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

 Air Nippon Airways CO., LTD. (NH) 

This Agreement is made on the 5th day of November, 2010 

between Hawaiian Airlines, Inc. whose registered office is at 3375 Koapaka Street, Honolulu, HI 

96819 (hereinafter “HA”), and Air Nippon Airways CO., LTD. whose registered office is at 

Shiodome City Center, 1-5-2 Higashi-Shimbashi, Minato-ku, Tokyo 105-7133, Japan (hereinafter 

“NH”).

Whereas, HA and NH desire to enhance their interline relationship; 

Whereas, HA and NH have identified opportunities for sharing cargo capacity; 

Therefore, the parties have mutually agreed as follows: 

1. INTERPRETATION:

1.1 Authorized Signatory shall mean such persons who have the delegated authority to sign 

the Agreement on behalf of HA and NH respectively. 

"OPERATING CARRIER "means, with respect to the Code Share Flights, the Party operating 

such Code Share Flights with its own or leased aircraft.“MARKETING CARRIER” means, 

with respect to the Code Share Flights, the Party who does not operate such Code Share 

Flights with its own or leased aircraft, but places its code on flights of the "OPERATING 

CARRIER " and sells seats on such flights. 

1.2 Flight shall mean the complete operation from ‘chocks off’ to ‘chocks on’ of each individual 

air service between each intermediate destination or the combined air service from the 

point of origin to the final destination, as the case maybe and as detailed in the attached 

Annex 1. 

1.3 Flight Schedule shall mean the order and routing in which each Flight will be operated 

with departure and arrival times as detailed in Annex 1. 

1.4 Operating Carrier shall mean the carrier conducting the flight as identified in Annex 1. 

1.5 Marketing Carrier shall mean the carrier marketing but not conducting the flight as 

identified in Annex 1. 

1.6 Annexes to this Agreement, including any amendments or supplements thereto agreed in 

writing between the Parties from time to time, shall form an integral part of this Agreement.

In the event of any conflict between the provisions of any of the Annexes and the 

provisions of the main body of this Agreement, the provisions of the latter shall prevail. 

1.7 Unless the context otherwise requires, the singular will include the plural and vice versa. 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

1.8 Any references to Party or Parties shall mean either HA or NH or both as the context may 

require.

2. PERIOD OF AGREEMENT

This Agreement will commence on November 18, 2010 and will continue in effect unless 

terminated in accordance with Article 15 by either Party or as a result of the revocation of any 

traffic rights of either Party by the aeronautical authorities of the Government of the United 

States or the Japan Government. 

3. MAIN PRINCIPLES

3.1 It is understood that HA has no cargo sales staff in Japan and that HA 

has independently and unilaterally decided not to establish such staff to conduct ex. Japan 

cargo business. 

3.2 The flights, as identified in Annex 1, will be operated on dual designation (i.e. HA/NH). 

MARKETING CARRIER shall assign a specific flight number with its flight designator for the 

flights identified in Annex 1. 

3.3 A review of all services and conditions under this agreement shall be conducted every IATA 

season, or earlier if situation so necessitates. 

4. SPACE CONTROL

NH will control and sell all of the cargo space on the flights identified in Annex 1. 

5. RESERVATION

Reservations for the cargo space on the flights identified in Annex 1 shall be made by NH 

according to its normal procedure. 

6. DOCUMENTATION/ACCOUNTING OF TRANSPORTATION DOCUMENTS

6.1 Each Party shall be responsible for issuing its own air waybills relating to consignment as the 

Party who accepts the goods for transportation. 

6.2 Each Party shall undertake accounting arrangements, including interline billing, for its own 

cargo transported.

7. COURTESY TRANSPORTATION 

Courtesy transportation of HA company shipments on the flights identified in Annex 1 in 

accordance with the schedule reflected in Annex 1 will be undertaken on a discretionary basis 

subject to HA’s prior request and the confirmation/approval of NH, except in of cases where 
CARGO CODE SHARE AGREEMENT

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

equipment or other HA-company material are necessary to address urgent maintenance needs 

and company needs (“Urgent Equipment”), in which case such shipment of such Urgent 

Equipment shall take priority over all other shipments. 

8. OPERATIONAL FACILITIES

8.1 Capacities on flights operated under this Agreement will be under the control of OPERATING 

CARRIER.

8.2 OPERATING CARRIER shall accept and deliver MARKETING CARRIER's shipment if the 

same is within the allocation approved/confirmed for carriage by OPERATING CARRIER, 

except in instances of Force Majeure or flight disruptions as described in Article 9.

9. INTERRUPTED FLIGHTS, REROUTING AND IRREGULARITIES

9.1 OPERATING CARRIER has the right to delay, cancel, re-route, divert or interrupt a Flight for 

safety, security, weather, technical and/or operational reasons or for reasons of force 

majeure, to be understood as being any cause beyond OPERATING CARRIER’s reasonable 

control. In any such event, prompt notice shall be given by OPERATING CARRIER to 

MARKETING CARRIER’s Reservations and Operations Center. Further, OPERATING 

CARRIER will commence or continue with the Flight at the earliest opportunity.

9.2 In the event that OPERATING CARRIER is unable to operate the Flight or the Flight has to 

turn back or divert for reasons including but not limited to technical, safety, damage or 

destruction and which is likely to render the Aircraft unserviceable or in the event that a repair 

can not be undertaken, then OPERATING CARRIER will instigate proceedings to provide a 

suitable back-up service as described in Article 10. In any such event, prompt notice shall be 

given by OPERATING CARRIER to MARKETING CARRIER’s Reservations and Operations 

Center. Further, OPERATING CARRIER will commence or continue with the Flight at the 

earliest opportunity. 

9.3 If a situation arises whereby the Aircraft is repairable and a repair has commenced and which 

cannot be completed within a reasonable time frame, OPERATING CARRIER will promptly 

notify MARKETING CARRIER of the situation giving an indication of the likely extended 

repair duration. OPERATING CARRIER has the right to decide whether to continue with the 

repair to completion or seek a suitable back-up service as described in Article 10 whichever 

the case maybe. In any such event, prompt notice shall be given by OPERATING CARRIER 

to MARKETING CARRIER Reservations and Operations Center. Further, OPERATING 

CARRIER will commence or continue with the Flight at the earliest opportunity. 

9.4 In the event of any operational incident or accident, OPERATING CARRIER shall forthwith 

inform MARKETING CARRIER’s Flight Operation Control Center. If the Aircraft suffers any 

significant damage or becomes involved in an incident involving death of or injury to any 

person or upon the occurrence of any other event which would or might reasonably be 

expected to give rise to media interest and/or comment or any governmental investigation, 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

OPERATING CARRIER and MARKETING CARRIER shall cooperate fully and provide the 

other with any relevant information in relation to the investigation of such incident and shall 

not without the consent (not to be unreasonably withheld) of the other make any statement to 

any person other than as required by the relevant government bodies. All announcements, 

disclosures and/or press briefings in relation to the incident, the Aircraft and or any other 

related matter shall be made by OPERATING CARRIER or its appointed agents, but shall 

notify MARKETING CARRIER in advance of publication. 

9.5 OPERATING CARRIER, with the utmost assistance of MARKETING CARRIER, shall ensure 

that cargo carried on interrupted Flights shall reach its destination as soon as practicable. 

MARKETING CARRIER will not be liable for any additional costs for rerouting or interrupted 

Flights arising out of this Article 9. 

 9.6 Notwithstanding Article 9.5, OPERATING CARRIER will not be liable for any additional costs 

for re-routing, interruption and repairing which are proven to be due to the negligence of 

MARKETING CARRIER.

10. SUBSTITUTE OR BACK-UP AIRCRAFT

 OPERATING CARRIER has the right to occasionally substitute an alternative aircraft type due to 

unserviceable or planned maintenance and to advise MARKETING CARRIER accordingly. In 

such event, all of the terms set forth in Annex 1 shall remain unchanged. 

11. GROUND HANDLING

OPERATING CARRIER is responsible for discharge and uplift of MARKETING CARRIER’s 

freight on and off the Aircraft.

OPERATING CARRIER will extend the same handling priority for the cargo of MARKETING 

CARRIER as it would for its own cargo of the same priority. 

12. INVOICING AND PAYMENT

12.1 As long as both Parties are members of the IATA Clearing House, financial transactions 

resulting out of this Agreement shall be settled through the IATA Clearing House according 

to its applicable rules and regulations. 

12.2 For settlement of the fuel surcharge payments, NH shall provide a credit memo to the IATA 

Clearing House. 

12.3 OPERATING CARRIER shall receive a copy of MARKETING CARRIER’s cargo manifest 

for technical, security, insurance, airports, custom and accounting purposes. 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

12.4 The account shall be settled by MARKETING CARRIER in U.S. Dollars. 

13. ADMINISTRATION

Administrative matters with respect to the flights operated shall be undertaken by OPERATING 

CARRIER as the owner/operator of the Aircraft.

14. INSURANCE AND LIABILITY

14.1 OPERATING CARRIER agrees to defend, indemnify and save harmless MARKETING 

CARRIER, its officers, agents, servants and employees, from all liabilities, damages and 

claims including all costs and expenses incidental thereto, which may accrue against, be 

charged to or recoverable from MARKETING CARRIER, its officers, agents, servants 

and employees by reason of any damage suffered by third parties - passengers and non 

passengers - arising out of or in any way connected with the performance of this 

Agreement unless caused by the negligence or willful misconduct of MARKETING 

CARRIER. 

14.2 OPERATING CARRIER shall procure and maintain for the benefit of MARKETING 

CARRIER during the term of this Agreement, comprehensive aviation liability insurance 

including passengers in the case of cargo attendants or its staff on board, baggage, 

cargo, mail and aircraft third party legal liability (all policies shall be extended to include 

war risks, hijacking and allied perils), in an amount not less than a combined single limit 

of One Billion US Dollars ($1,000,000,000), or the equivalent in local currency per 

occurrence. Such insurance shall: 

1) name MARKETING CARRIER, its directors, officers, agents, servants and employees as 

additional insured; 

2) contain a severability of interest clause; 

3) contain a provision requiring OPERATING CARRIER’s insurers to provide to 

MARKETING CARRIER not less than thirty (30) days prior written notice of any 

cancellation or material change to such insurance, except that in the case of war and 

allied perils such period of notice shall be seven (7) days or such lesser period as may 

be available in accordance with the policy conditions; 

4) contain a breach of warranty endorsement in favor of any additional insured; and 

5) be primary and without any right of contribution from any insurance effected by 

MARKETING CARRIER. 

 OPERATING CARRIER shall effect and maintain hull all risks and hull war risks insurance in 

respect of any aircraft used to operate the Codeshare Flights under this Agreement. 

OPERATING CARRIER’s aircraft hull insurance policy shall contain a waiver of 

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CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

subrogation by OPERATING CARRIER’s aircraft hull insurers against MARKETING 

CARRIER, its parent and affiliate or associated companies or corporations, its insurers, 

and their respective directors, officers, agents, servants, and employees to the extent of 

the indemnifications in Article 14 of this Agreement.

 Prior to the commencement of the operations to be conducted hereunder, OPERATING 

CARRIER shall furnish to the other Party a certificate of insurance evidencing the 

foregoing insurance coverage required under this Article. 

14.3 As far as handling is concerned, liability shall be determined by the provisions of the 

Ground Handling Agreement existing between OPERATING CARRIER and 

MARKETING CARRIER if any. 

14.4 Notwithstanding the provisions of Article 14.1 hereof, each Party shall assume the entire 

responsibility for the issuance of its own traffic documents and the reservation of space, 

and shall indemnify the other Party, its directors, officers, agents, servants and 

employees against all claims, demands, costs, expenses and liability arising therefrom, 

provided that such indemnification shall not cover claims caused by the negligence or 

willful misconduct of the other Party or the others indemnified hereunder. 

15. TERMINATION

15.1 Either Party may terminate this Agreement at any time by giving the other Party ninety 

(90) days notice in writing. 

15.2 Either Party may terminate this Agreement immediately upon notice if: 

15.2.1 there is a breach by either parties of any term or condition of this Agreement which, if 

capable of remedy, is not remedied within five (5) days of notice from the affected 

party specifying the breach and requiring the same to be remedied; or

15.2.2 without prejudice to the rights of either party under Article 15.2.1 either party has failed to 

perform or observe particular terms of this Agreement which is capable of remedy on 

more than three (3) occasions notwithstanding that party in breach has taken steps to 

remedy such breach on previous occasions; or

15.2.3 either party makes or offers to make any arrangement or composition with or for the 

benefit of its creditors; or

15.2.4 either party ceases or threatens to cease to carry on business or suspends or threatens to 

suspend all or substantially all of its operations (other than temporarily by reason of a 

strike or force majeure defined in Article 18) or suspends payment of its debts or is or 

becomes unable to pay its debts or commits any act insolvency or bankruptcy; or 

15.2.5 a petition or resolution for the making of an administration order or for bankruptcy, 
CARGO CODE SHARE AGREEMENT

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

winding-up or dissolution of either party (other than a winding-up for the purpose of 

reconstruction of amalgamation of a solvent company) is presented or passed; or 

15.2.6 either party files a voluntary petition in bankruptcy or insolvency; or 

15.2.7 a liquidator, trustee, supervisor, receiver, administrator, administrative receiver or 

encumbrancer takes possession of or is appointed over the whole or any part of; or 

15.3 Any termination of this Agreement will not affect any accrued rights or liabilities of the 

Parties provided that, for the avoidance of doubt, neither will be liable to the other for any 

loss, claims, damage, fees, liabilities, costs or expenses (whether direct, indirect, 

financial economic or otherwise) suffered by either Party by reason of such termination. 

16. SUB-CONTRACTING AND ASSIGNMENT

Neither party may assign, sub-contract, transfer, or otherwise dispose of any part of its rights or 

obligations under this Agreement without the prior written consent of the other party.

17. NOTICE

17.1 Any notices to be given by one Party hereto to the other will be in writing and will be served 

by sending the same by pre-paid air mail post, telex, or telecopy, or by delivering the same 

by hand to the address of the party as shown herein below and the notice so served will be 

deemed to have been served when delivered by hand at the time of such delivery and 

when through the post 48 hours after the time of dispatch and, in case of a telex or 

telecopy at the time of dispatch. 

17.2 The relevant address for the purpose of notices will be:

For Hawaiian Airlines, Inc.: 

Hawaiian Airlines, Inc. 

ATTN: Senior Director – Cargo Sales and Marketing 

3375 Koapaka Street, Suite G-350 

Honolulu, HI 96819 

SITA: HDQFFHA 

Tel: 808-838-6705 

Fax: 808-835-3484 

With copy, that shall not constitute notice, to: 

Hawaiian Airlines, Inc. 

ATTN: Senior Vice President, General Counsel and Corporate Secretary 

3375 Koapaka Street, Suite G-350 

Honolulu, HI 96819 

Tel: 808-835-3613 

Fax: 808-835-3690 

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CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

For All Nippon Airways CO., LTD.: 

Vice President, Cargo Revenue Management 

All Nippon Airways CO., LTD. 

Shiodome City Center 1-5-2, Higashi-Shimbashi,Minato-ku Tokyo 105-0133,Japan 

SITA: TYOFCNH 

Tel: 81 3 6735 1920 

Fax: 81 3 6735 1905 

18. FORCE MAJEURE

Neither Party shall be liable in respect of any failure to fulfill its respective obligations under this 

Agreement to the extent that such failure is for reasons outside their respective control (including, 

but not being limited to: Act of God, fire, flood, hail, storms, explosion or earthquakes, epidemics 

or quarantine restrictions, government intervention, wars, insurrections, riots or civil disorder, 

strikes or labour troubles causing cessation, slowdown or interruption of work, aircraft 

unavailability due to accident or crash), provided prompt notice is given in the most expeditious 

manner in the circumstances of such failure or inability to fulfil such obligations. 

19. WAIVER

No waiver or forbearance by the Parties, whether express or implied, in enforcing any of its rights 

under this Agreement will prejudice its rights to do so in the future and it is agreed that a waiver of 

a right on one occasion will not constitute a waiver of such right in the future. No waiver will be 

effective unless in writing and signed by an authorised representative of the relevant Party. 

20. SEVERANCE

Notwithstanding any item or provision of this Agreement is found to be illegal or unenforceable, 

this Agreement will still remain in full force and effect and such item or provision will be deemed to 

be stricken. 

21. SURVIVAL

All of the articles of this Agreement which are not fully performed within the period of this 

Agreement or are capable of having effect thereafter will survive and remain in full force and 

effect beyond the expiration or earlier termination of this Agreement. 

22. HEADING 

The headings used herein are for convenience only and will not be used for purposes of 

construction or interpretation.

23. ENTIRETY OF AGREEMENT

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

This Agreement (together with any documents referred to herein) constitutes the entire 

Agreement between the Parties hereto relating to its subject matter and supersedes all previous 

agreements and understandings between the Parties and it is expressly agreed and declared that 

no variation hereof will be affected unless agreed in writing between the parties. 

24. COMPLIANCE WITH LAWS/ARBITRATION 

24.1 Each Party shall comply with all applicable laws and regulations in its performance of this 

Agreement and shall procure and maintain all certificates, permits, licenses and other 

authorizations required by it in connection with such performance.

24.2 Each Party shall furnish the other Party with such documentary evidence for the 

procurement of such certificates, permits, licenses, and other authorizations as may be 

requested by the other Party. 

24.3 The parties agree to settle the dispute by arbitration in accordance with the procedure 

contained in the IATA Resolution 660 "Form of Interline Traffic Agreement” at the time of 

reference to arbitration, which Article shall be deemed to be incorporated in this Agreement 

24.4 This Agreement shall be governed by and interpreted in accordance with the laws of the 

State of New York. 

25. CONFIDENTIALITY

25.1 Except in any proceeding to enforce any provisions of this Agreement, neither Party shall, 

without the prior written consent of the other Party, publicize or disclose to any third party 

(except each Party’s legal adviser as privileged attorney/client information), either directly 

or indirectly: (a) this Agreement or any of the terms or conditions of this Agreement; or (b) 

any confidential or proprietary information or data, either oral or written, designated as 

such by the disclosing Party (“Confidential Information”). 

25.2 If the receiving Party is served with a legal process requiring the production or disclosure of 

any Confidential Information, then that Party, before complying, shall immediately notify the 

disclosing Party and the disclosing Party, shall have a reasonable period of time to 

intervene and contest disclosure or production. Neither Party shall be in breach of this 

Agreement if compliance with this section would violate any applicable laws or regulations. 

25.3 Upon termination of this Agreement, all Confidential Information, including any copies 

thereof made by the receiving Party, must be returned to the disclosing Party or destroyed. 

25.4 Neither Party shall use information or data provided by the other Party (whether or not 

designated Confidential Information) in connection with this Agreement except in fulfillment 

of its obligations hereunder. 

.

26. EXCLUSIVITY
CARGO CODE SHARE AGREEMENT

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

This is a non-exclusive agreement and does not prevent either Party from entering into or 

marketing arrangements or code share arrangements with any other airline. 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly 

authorized officers as of the date first above written. 

FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: 

Hawaiian Airlines. Inc All Nippon Airways Co. Ltd

By: By: 

Name: Name: Kiyoshi Tonomoto 

Title: Title: Executive Vice President 

 Cargo and Mail services 

Date: Date: 

Hawaiian Airlines. Inc

By: 

Name: 

Title: 

Date: 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

ANNEX 1 

This Annex to the Code Share Agreement (Cargo) is made on the 5th of October, 2010 By and 

between Hawaiian Airlines, Inc. (“HA”) and All Nippon Airways Co., Ltd. (“NH”). 

1. Flight Number and Schedule from 19 November 2010, to 26 March, 2011:

Operated by HA

Sector Flight Number O/P Carrier Aircraft Type Frequency ETD*1 ETA*1

HND-HNL HA458/NH561 HA B767 or A330 Daily 2359 1005 

*1 = All time in local time.

Operated by NH

Intentionally left blank. 

IN WITNESS WHEREOF, the Parties hereto have executed this Annex 1 by their duly 

authorized officers as of the date first above written. 

FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: 

Hawaiian Airlines. Inc All Nippon Airways Co. Ltd

By: By: 

Name: Name: Kiyoshi Tonomoto 

Title: Title: Executive Vice President 

 Cargo and Mail services 

Date: Date: 

Hawaiian Airlines. Inc

By: 

Name: 

Title: 

Date: 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

ANNEX 2 

This Annex to the Code Share Agreement (Cargo) is made on the 5th of October, 2010 (the 

“Effective Date of Annex 2”) by and between Hawaiian Airlines, Inc. (“HA”) and All Nippon Airways 

Co., Ltd. (“NH”) (“ANNEX 2”). 

This Annex contains the understanding of HA and NH with respect to the cost compensation 

referred to in the Code Share Agreement (Cargo) between Hawaiian Airlines, Inc. and All Nippon 

Airways Co., Ltd. 

1. Capacity Purchased by NH

Except as provided for in Section 7 of the Code Share Agreement (Cargo), NH shall have 

the ability to market the entire cargo capacity of all flights operated by HA from Haneda 

(“HND”) to Honolulu (“HNL”) and shall market the capacity under its own name and on its 

own account. 

2. Traffic Documents

The acceptance of traffic documents of third parties shall be governed by 

 respective Interline Agreement in force between NH and such third party. 

3. General Embargoes

 At the time of concluding this ANNEX 2, the following general embargoes are in force and 

shall be deemed as operational requirements of HA: 

3.1 Shipments containing goods which, based on their packing, may soak 

 the outer packing material and which are therefore likely to cause damage and/or 

defilement of the aircraft (e.g., frozen goods, salted fish, casing, etc.) shall not be 

accepted for transport. 

3.2 Shipments with a Declared Value for Carriage exceeding one million US Dollars (USD) 

or equivalent in other currency are subject to prior written authorization by HA.

3.3 Not eligible for transport are live animals of all kinds, except non-odorous and nonaggressive animals belonging to a passenger traveling on the same flight may be 

accepted subject to the provisions of the current IATA Live Animal Regulations. 

4. Prices and Cost Compensation
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 4.1 The financial compensation payable by NH to HA for the exclusive use of the cargo 

capacity subject to this ANNEX 2 shall be derived from “net-revenue” actually generated 

(excluding Fuel Surcharges) of HND-HNL. 

4.2 This “net-revenue” for the purpose of this ANNEX 2 shall be defined 

as “NET3” which is sum of all Weight and Valuation Charges of air waybills carried under 

the purchased capacity, from HND to HNL using the proration methodology as per the 

BILATERAL PRORATE AGREEMENT – CARGO between HAWAIIAN AIRLINES and 

ALL NIPPON AIRWAYS effective from 22nd January, 2004 as amended. 

4.3 NH shall be entitled to retrain 5% of “net-revenue” actually generated (excluding Fuel 

Surcharges) of HND-HNL. 

4.4 The segment beyond HNL shall be all HA revenue and not applicable of the above 

“NET3”, and shall be settled by BILATERAL PROPRATE AGREEMENT–CARGO 

BETWEEN HAWAIIAN AIRLINES and ALL NIPPON AIRWAYS effective from 22nd

January, 2004 as amended. 

4.5 HA, as the Operating Carrier, shall set the fuel surcharge that will apply to all exHND/NRT air waybills. Fuel surcharges of all ex-HND/NRT air waybills shall be retained 

by HA whereas fuel surcharges for NH air waybills from other points of origin shall be 

retained by NH. 

5. Administration and Settlement

5.1 NH shall provide HA with a monthly statement containing the traffic volume (in 

“kilo(kg)s”), the actual “net-revenue” and Fuel Surcharges and shall include any other 

detail necessary to determine components for them. 

5.2 “Net-revenue” contained in this Annex 1 shall be shown in Japanese Yen(JPY). The 

resultant amount due to HA as defined in Article 4 of this ANNEX 2 shall be credited 

monthly to HA via the IATA Clearing House (“ICH”) under category “Miscellaneous” 

whereas all amounts in JPY shall be converted into the clearing currency of USD, using 

the rate of exchange applicable for accounting via ICH in the clearing month. 

5.3 Such monthly credit shall be effected in one month behind of “Clearing Month” (i.e., 

credits for April transactions shall be credited in 

 Clearing Month May). 

5.4 Unless HA objects to such monthly statement and/or credit within three months from the 

date of the statement, the statement and/or credit shall be considered approved. Any 

difference that arises must be mutually settled and agreed upon within one month from 

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BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 

the notice of objection. If no agreement is reached, the Interline Managers of HA and 

NH will be notified immediately for final resolution. 

6. Validity and Termination

This Annex 2 shall become effective on the 1Effective Date of Annex 2. 

HA and NH may withdraw from this Annex 2 by giving ninety (90) days prior written 

notice of such withdrawal to the head office of other party. Such notice shall not affect 

any rights or liabilities incurred hereunder prior to the date of termination. 

IN WITNESS WHEREOF, the Parties hereto have executed this Annex 2 by their duly 

authorized officers as of the date first above written. 

FOR AND ON BEHALF OF: FOR AND ON BEHALF OF: 

Hawaiian Airlines. Inc All Nippon Airways Co. Ltd

By: By: 

Name: Name: Kiyoshi Tonomoto 

Title: Title: Executive Vice President 

 Cargo and Mail services 

Date: Date: 

Hawaiian Airlines. Inc

By: 

Name: 

Title: 

Date: 
CARGO CODE SHARE AGREEMENT

BETWEEN HAWAIIAN AIRLINES AND ALL NIPPON AIRWAYS.

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Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd.