## 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 do cument are offered and deliv ered 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 bothParties’ express prior written permission is not authorized and may result in civil liability.

EXECUTION VERSIONC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 2 - Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. CODE SHARE AGREEMENT (CARGO) 

### BETWEEN HAWAIIAN AIRLINES, INC
AND ALL NIPPON AIRWAYS CO., LTDC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 3 - 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) andC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 4 - 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 Flightshall 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.C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 5 - 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 whereC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 6 - Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. equipment or other HA-company material are necess ary 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 disruption s as described in Article 9. 9. INTERRUPTED FLIGHTS, REROUTING AND IRREGULARITIES 9.1 OPERATING CARRIER has the right to delay, cancel, re-r oute, divert or interrupt a Flight for safety, security, weather, technical and/or operati onal 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 CARR IER is unable to operate the Flight or the Flight has to turn back or divert for reasons including but not limit ed to technical, safe ty, damage or destruction and which is likely to render the Airc raft 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 MARKETIN G 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 se rvice 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 CARR IER 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,C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 7 - 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 t he 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 settl ed through the IATA Clearing House according to its applicable rules and regulations. 12.2 For settlementof the fuel surcharge payment s, 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.C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 8 - 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 ma tters 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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- 9 - 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 prej udice to the rights of either party under Article 15.2.1 eithe r party has failed to perform or observe particular terms of thisAgreement which is capable of remedy on more than three (3) occasions notwithsta nding 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,C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 10 - 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, ad ministrator, adminis trative 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, nei ther 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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REDACTEDC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 11 - 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 reas ons 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 interventio n, 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 circum stances 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 constitutea waiver of such righ t in the futu re. No waiver will be effective unless in writing and signed by an authoris ed 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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- 12 - Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. This Agreement (together with any documents refe rred 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 itis 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 it s performance of this Agreement and shall procure and maintain all certificates, permits, licenses and other authorizations required by it in conn ection with such performance. 24.2 Each Party shall furnish the other Party with such documentary evidence for the procurement of such certificates, permits, lic enses, 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 Re solution 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 attorn ey/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. Neit her Party shall be in breach of this Agreement if compliance with this section would violat e 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 wi th this Agreement except in fulfillment of its obligations hereunder.

. 26. EXCLUSIVITYC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 13 - 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:C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 14 - 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:C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 15 - 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 CompensationC ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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- 16 - Hawaiian Airlines, Inc. / All Nippon Airways Cargo.,Ltd. 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 22 nd 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 22 nd 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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- 17 - 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:C ARGO C ODE S HARE AGREEMENT BETWEEN HAWAIIAN AIRLINES AND ALL N IPPON A IRWAYS

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