Exhibit 10.4




 




ROUTINE AND ON-CALL LINE

MAINTENANCE AGREEMENT




(Delta Provides Services)




 




                AGREEMENT

FOR ROUTINE AND ON-CALL LINE MAINTENANCE (“Agreement”) dated this 30th day of

June, 2002 by and between DELTA AIR LINES, INC., a Delaware corporation, with its

principal office at Hartsfield Atlanta International Airport, Atlanta, Georgia

30320, U.S.A. (“Delta”) and Hawaiian Airlines, a Hawaii corporation, with its

principal office at 3375 Koapaka Street, G-350, Honolulu, Hawaii 96819

(“Airline”).




 




W I T N E S S E T H:




 




                WHEREAS,

Airline is a United States certificated air carrier pursuant to U.S. Federal

Aviation Regulations Part 121 and in connection therewith desires to obtain

routine and on-call line maintenance at such locations as more fully set forth

herein and in Exhibit A; and




 




                WHEREAS,

Delta is willing to furnish such routine and on-call line maintenance services

at the location(s) specified in Exhibit A upon the terms and conditions

hereinafter set forth; and,




 




                NOW,

THEREFORE, for and in consideration of the mutual promises and covenants

hereinafter set forth, the parties hereto agree as follows:




 




1.             TERM.




 




(a)           This Agreement shall commence on 30

July, 2002, and will remain in full force and effect for a period of 10 years,

provided that Delta’s Technical Sales & Services group enters into in a 10

year contract for Inventory Support and Services for Airline’s B767ER aircraft

and such Inventory Support and Services agreement remains valid.




 




(b)           Notwithstanding the preceding

subparagraph (a) of this Section 1, either party may terminate this Agreement

for convenience and without penalty or further obligation to the other party,

at any time after the fifth (5th) anniversary of the effective date

of the Agreement and upon not less than one hundred eighty (180) days prior

written notice.




 




c)             Notwithstanding the preceding

subparagraphs (a) and (b) of this Section 1, Delta may terminate this Agreement

immediately upon notice to Airline in the event that Airline fails to meet its

payment obligations contained in this Agreement or any other agreement between

Delta and Airline.  In such event, Delta

may terminate all work in progress and shall be relieved of all further

responsibility and liability to Airline to complete the services under this

Agreement.  The terms for return of any

of Airline’s equipment then in Delta’s possession to Airline shall be as agreed

between Delta and Airline.  Delta shall

be entitled to recover from Airline, and Airline agrees to pay, all costs of

suit and attorneys’ fees incurred by Delta in the event that Delta initiates an

action for the collection of payments due Delta from Airline under this

Agreement.




 




 





























 




CONFIDENTIAL




2.             SERVICES

AND STANDARDS




 




(a)   Delta agrees to provide to Airline those

routine and on-call maintenance services more particularly described in the

Exhibits hereto (“Services”) at the location(s) designated in each of the

Exhibits on an as requested, as-needed basis. 

In those instances where Delta and Airline have a need for work at the

same time, Delta will prioritize those needs, taking into account the type of

problem, departure times and resources then currently available. After such

evaluation, Delta will satisfy the most critical need first. Where such

evaluation reveals that each of Delta’s and Airline’s needs are equally

critical, Delta’s need will be satisfied first, however, Delta will make

reasonable  efforts to call in

additional resources to minimize any impact on Airline’s operation.




 




[REDACT]




 




(b)           The

services provided shall be exclusively for line maintenance and does not

include any other department of services of Delta.




 




(c)           All

training of Delta personnel which may be required by Delta to perform the

Services shall be provided by the Airline at the location(s) where the Services

are to be provided, or such other location as mutually agreed, at Airline’s

sole cost and expense.  Airline shall be

invoiced by Delta for time required for such training at the [REDACT] rate

as set forth in the Mutual Assistance Ground Service Agreement (MAGSA) as

revised annually on each successive April 1 calendar date.




 




(d)           Airline

will supply any forms, documents, or other printed matter (in a format useable

by Delta using Delta’s  most current

equipment) required for the proper performance of Delta’s obligations under this

Agreement.




 




(e)           The

standards, specifications, practices and procedures to be followed by Delta in

furnishing the Services shall be those followed by Delta in connection with its

own operations.  However, Airline’s

GMM/SPM shall take precedence when conflicts arise between Airline and Delta

standards, specifications, practices, and procedures.  By executing this Agreement, Airline acknowledges that Delta has

furnished all information and materials desired by Airline concerning Delta’s

on-call line maintenance procedures and practices and that such procedures and

practices are acceptable to Airline.




 




(f)            In the performance

of this Agreement, Delta shall act, for all purposes, as an independent

contractor and not as an agent or employee of Airline.  The employees furnishing services on behalf

of Delta shall act solely on behalf of Delta and under no circumstances shall

they be deemed employees or agents of Airline.




 




 





























 




(g)           Airline

shall furnish Delta with all current technical data relative to Airline’s aircraft,

engines, components and equipment as may be necessary or required by Delta to

perform the Services hereunder.




 




(h)           It

is the responsibility of Airline to ensure that the latest and valid revision

of technical documentation and/or check sheets are available to Delta for the

performance of Services at the applicable locations.




 




(i)            Airline

expressly agrees that during the term of this Agreement, an employee or agent

of Airline shall at all times be in charge of and in custody and control of any

property of Airline being serviced by Delta. 

THIS AGREEMENT IS STRICTLY A CONTRACT FOR SERVICES.  THE PARTIES HEREBY STIPULATE AND AGREE THAT

THIS AGREEMENT DOES NOT CONFER UPON DELTA ANY CONTROL OVER, OR OBLIGATION OF

BAILMENT WITH RESPECT TO ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE, AND DOES

NOT SUBJECT DELTA TO ANY OF THE LIABILITIES OF AN OWNER, USER, LESSOR, BAILEE

OR OPERATOR OF ANY EQUIPMENT OWNED OR OPERATED BY AIRLINE.  EXCEPT AS MAY BE PROVIDED IN OTHER AGREEMENT(S)

BETWEEN DELTA AND AIRLINE.




 




(j)            Delta

shall provide all common lubricants, fluids, hardware and supplies and Airline

shall furnish all parts and peculiar, lubricants, fluids, hardware and supplies

required by Delta to perform the Services. 

All such supplies provided and expended by Delta in performing the

Services will be charged to Airline at Delta’s cost plus [REDACT].  In the event that Airline does not timely

provide parts required by Delta to perform the Services, Delta may, at its

option, supply such parts.  The cost of

such parts provided by Delta hereunder will be charged to Airline at Delta’s

cost plus [REDACT].




 




3.             CHARGES.




 




(a)           For

the Services, materials and equipment furnished hereunder, Airline agrees to

pay Delta at the rate specified in the Exhibit.  In addition to such rates, Airline agrees to pay directly or

reimburse Delta, as the case may be, for all fees, charges and taxes (excluding

taxes on Delta’s income) assessed by the airport operator or governmental

entities by reason of Airline’s use of the Airport where the Services are to be

performed or by reason of Delta’s provision of the Services to Airline.  To the extent Airline reimburses Delta for

any of the amounts described in the preceding sentence, as opposed as paying

such amounts directly, Airline shall pay Delta in addition to such amounts

a  [REDACT] administrative fee.




 




(b)           Delta shall invoice Airline for

Services covered by the base rate charges not less than monthly.  Airline shall pay such invoice within [REDACT]

from the date of the invoice as specified in the Exhibit.  The monthly base rate charges for routine

line maintenance services will be paid through ACH.  All invoices not paid in full when due shall bear interest at the

rate of  [REDACT] per month, or part

thereof, until such time as the unpaid balance plus any accrued interest has

been paid in full.




 




 




 





























 




c)             Other charges,

including all O&A charges, for Services not covered by the base rate

charges, will be invoiced monthly (or on a project basis if agreed in advance)

and will be payable in full, without setoff or withholding, within [REDACT]

from the date of issuance.  All such

invoices will state labor, materials and any applicable taxes as separate line

items.  Such invoices will be addressed

and sent to Hawaiian at the following address:




 




Hawaiian Airlines




Attn:  Accounts Payable


P.O. Box 30008


Honolulu, Hawaii 96820




 




Airline shall pay

such invoice within [REDACT] from the date of the invoice as

specified in the Exhibit.    All

payments will be made in U.S. Dollars by wire transfer of immediately available

funds to [REDACT].




 




All invoices not

paid in full when due shall bear interest at the rate of  [REDACT] per month, or part thereof, until

such time as the unpaid balance plus any accrued interest has been paid in

full.




 




(d)           If Airline disputes the amount of any

invoice for Services not covered by base rates, or if it is determined that the

amount of any base rate payment is in error, Airline will notify Delta

TechSales Account Manager promptly, with supporting information, and the

parties will promptly review all pertinent data and resolve the discrepancy as

soon as practicable. If within fifteen (15) days of receipt of notification of

potential payment or invoice error, the parties do not come to a resolution,

such dispute shall be submitted to each parties respective management for

resolution. [REDACT]




 




(e)           Any

and all taxes (excluding any tax upon the income or gross receipts of Delta),

fees, duties or other charges imposed or which may be imposed by any federal,

state, county or local taxing or other authority on the provision or sale of

Services, parts, materials and/or articles to Airline supplied under this

Agreement (Taxes) for which Delta may be held responsible for the collection or

payment on its own behalf or on behalf of Airline will be Airline’s sole and

exclusive responsibility and will be payable exclusively by Airline. All

amounts charged hereunder are exclusive of such Taxes.  Delta’s failure to invoice or collect such

Taxes from Airline will not be deemed a waiver or release of Airline’s

obligations hereunder.  Airline further

agrees to indemnify and hold Delta harmless from and against the payment of any

and all Taxes.




 




In addition Airline agrees to repay the interest and penalties that may

accrue or are otherwise incurred in connection with any overdue Taxes.  If a claim is made against any party for Taxes with

respect to which the other party is liable for a payment or indemnity

hereunder, the party receiving such claim will promptly give the other notice

in writing (and, in any case, within fifteen (15) days of receipt of such

claim); provided, however, that failure to give notice will  not relieve any party of its obligations

hereunder.  Airline will be required to

remit payment to Delta or the tax authority, as appropriate, unless Airline is

permitted by applicable law to contest such




 




 




 





























 




 




claim and defer

payment in accordance with the law. 

Such contest will be coordinated by Delta and the reasonable expenses

will be borne by Airline, and includes, but is not limited to such costs,

expenses, legal and accounting fees, penalties and interest.  If either party receives any refund on

account of any suit or action for a Tax for which the other party has provided

funds hereunder, such party shall promptly, but in  any event within thirty (30) days of receipt of such refund,

remit such refund to the other party, together with any interest refunded on

such amount.




 




 




4.             INDEMNIFICATION




 




                (a)           To the fullest extent permitted by

law, Airline shall release, indemnify, defend and hold harmless Delta, its

directors, officers, employees, agents and subcontractors (collectively, the

“Indemnified Parties” and individually, an “Indemnified Party”) from and

against any and all claims, demands, damages, losses, liabilities, fines, civil

penalties, suits, judgments, and causes of action of every kind, character and

nature, whether groundless or otherwise, as well as costs and expenses of any

kind, character or nature whatsoever, including, but not limited to, interest,

court costs and attorneys’ fees (collectively referred to herein as “Claims”

and individually referred to herein as a “Claim”), which in any way arise out

of or in connection with the performance or nonperformance of the Services

under this Agreement or the provision to or the use by Airline of Delta

services, equipment or facilities hereunder or otherwise arise out of or relate

to the subject matter of this Agreement, including but not limited to, Claims

for (a) injury to or death of any person (including, but not limited to,

employees of Airline); (b) damage to or destruction of any property, real or

personal (including, but not limited to, property of Airline); and (c)

liability or obligations under or with respect to any violation of federal,

state and local laws, regulations, rules, codes and ordinances (including, but

not limited to, those concerning environmental protection).  The foregoing release and indemnity shall

apply regardless of whether or not the Claim arises out of or relates to the negligence

(whether active, passive or otherwise) of, or was caused in part by, an

Indemnified Party.  However, nothing

contained in this Agreement shall be construed as a release or an indemnity by

Airline of an Indemnified Party from or against any loss, liability or claim to

the extent arising from the gross negligence or willful misconduct of that

Indemnified Party.  In no event shall

Delta be liable for any indirect, special or consequential damages, including

lost revenues or profits and loss of use of equipment, aircraft or facilities

arising out of or in connection with this Agreement, and Airline’s obligation

to indemnify Delta shall extend to such liabilities regardless of the party

asserting such liabilities.  This

Agreement shall not be construed to negate, abridge or otherwise reduce any

other right or obligation to indemnity which would otherwise exist as to any

Indemnified Party, or any obligation of Airline, its officers, directors,

employees, agents or subcontractors to indemnify an Indemnified Party.  Airline’s obligations under this Section

shall not be limited in any way by any limitation on the amount or type of

damages, compensation or benefits paid or payable by Airline under Worker’s

Compensation Acts, disability benefit acts or other employee benefit laws or

regulations.  The indemnification

obligations of this section shall survive termination or expiration of this

Agreement.




 




 




 





























 




5.             INSURANCE




 




(a)           At all times during the term of this

Agreement, Airline, with respect to the operations and Services contemplated in

this Agreement, agrees to carry and maintain at its own cost and expense in

effect the following insurance:




 




(1)           Airport and ground general liability

insurance covering bodily injury, including death and property damage, product

liability and completed operations in an amount not less than [REDACT]

combined single limit per occurrence for bodily injury and property

damage.  The insurance shall name Delta

as an additional insured and shall include a standard cross liability

endorsement and contractual liability coverage.




 




(2)           Delta and Airline each agree to

maintain Workers’ Compensation insurance for statutory limits and Employer’s

Liability insurance in the amount not less than [REDACT] to cover its

employees.  Delta and Airline agree to

be solely and fully responsible for the payment of all Workers’ Compensation

benefits for its employees.




 




(b)           Airline shall obtain

the insurance required by this Agreement from a financially sound insurance

company of recognized responsibility and shall furnish Delta with a certificate

of insurance evidencing such coverage prior to commencement of the

Services.  All insurance shall be

primary without contribution from any other insurance which is carried by Delta

and shall contain a waiver of all rights of subrogation that such insurer(s)

have or may acquire against Delta arising from the Services provided under this

Agreement.  All insurance policies shall

provide that the insurance shall not be invalidated by any action or inaction

of Airline and that the insurance shall continue in full force and effect for

at least thirty (30) days after Delta receives written notice of cancellation,

termination or material alteration.




 




6.             AUTHORIZATION.  Nothing in this Agreement shall require

Delta to take any action contrary to law or any order of any government or

governmental body or office having jurisdiction over Delta or Airline or over

the Services to be performed hereunder, or contrary to any permit or

authorization granted to Delta by any government or governmental body, or

contrary to any arrangement pursuant to which Delta operates or utilizes any of

its facilities in connection herewith or to provide any Services hereunder in

connection with any operation by Airline not duly authorized by the appropriate

government or governmental bodies having jurisdiction over Airline.




 




7.             FORCE MAJEURE.  Delta shall not be liable nor responsible,

nor be obligated to perform hereunder, nor deemed to be in default hereunder,

for any failure or delay in performing hereunder occasioned by any of the

following causes:  acts of God or the

public enemy, civil war, insurrections, riots, or civil disobedience, war,

fires, floods, explosions, earthquakes, serious accidents, epidemics, or

quarantine restrictions, any act of government or any agency or subdivision thereof,

governmental priorities, allocations, regulations or orders affecting

materials, facilities or personnel , strikes, labor difficulties causing

cessation, slowdown or




 




 




 





























 




 




interruptions of

work, inability after due and timely diligence to procure materials, fuel,

supplies accessories, equipment, parts, utility services or other services

relating to the Services to be provided hereunder, damage or destruction to

Delta’s or Airline’s facilities and equipment due to any cause whatsoever, or

any other cause beyond Delta’s reasonable control.




 




8.             ASSIGNMENT  This Agreement shall inure to the benefit of

and shall be binding upon each of the parties hereto, their respective

successors and their assigns, but may not be assigned wholly or in part by

either party without the prior written consent of the other party.  Such consent shall not be required, however,

as to a successor corporation resulting from merger, consolidation or sale of

assets.  Delta may delegate any of the

Services to subcontractors who provide the same services to Delta in connection

with Delta’s own operations at the Airport.




 




9.             NOTICES  Any notices, requests or other

communications required or permitted to be given hereunder shall be in writing

and shall be delivered by facsimile or hand delivery or mailed by United States

certified or registered mail return receipt requested, postage or other charges

fully prepaid, addressed to the appropriate party at its address or to its fax

number, as appropriate, as set forth below:




 




                In the case of

Airline as follows:




 




HAWAIIAN AIRLINES




Attn:  Vice-President - Maintenance & Engineering




3375 Koapaka Street, Suite G350




Honolulu, Hawaii 96819-1869




Tel:   (808) 835-3376




Fax:  (808) 835-3380




 




cc:           Vice

President, General Counsel and Corporate Secretary




3375 Koapaka Street, Suite G-350




Honolulu, Hawaii 

96819




Phone:  (808)

835-3610




Telefax: (808) 835-3690




 




and

in the case of Delta as follows:




 




DELTA AIR LINES, INC.




Dept. 225




900 Toffee Terrace




Delta North Technical Center




Atlanta, Georgia 30320-6001




ATTN:  Contracts

Coordinator




Telefax:  (404)

714-5544




 




Any such notice, request, or other communication shall

be considered given on the date of hand or courier delivery if delivered by

hand or overnight courier, on the date of receipt if




 




 




 





























 




 




delivered by fax, or on the date of deposit in the

United States mail as provided above. 

Rejection or other refusal to accept or inability to deliver because of

changed address or fax number of which no notice was given shall not affect the

validity or the effectiveness of the notice, request or other

communication.  By giving at least ten

(10) days’ prior written notice thereof, either party may from time to time and

at any time change its mailing address or fax number hereunder.




 




10.           GOVERNING LAW.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Georgia, excluding its

laws regarding conflict or choice of laws, and Airline voluntarily submits

itself to the jurisdiction of the federal and state courts situated in Fulton

County, Georgia for any dispute arising hereunder.




 




11.           SEVERABILITY.   If any provision or term of this Agreement

shall be determined to be illegal, invalid or unenforceable, the remainder of

this Agreement shall not be affected thereby and shall remain valid and

enforceable to the fullest extent permitted by law.




 




12.           ENTIRE

AGREEMENT.   This Agreement,

including all Exhibits hereto (which Exhibits are incorporated herein by

reference), constitutes the complete agreement of the parties with respect to

the subject matter hereof and supersedes all prior negotiations, agreements,

representations and understandings, if any, between the parties concerning the

same, whether written or oral.




 




13.           MODIFICATIONS

AND AMENDMENTS.




 




(a)           This Agreement shall not be modified

or amended in any respect except by written instrument duly executed by or on

behalf of each of the parties to this Agreement.




 




(b)           Unless agreed to by Delta in writing,

no persons other than Delta’s Manager - Line Maintenance Contracts, Director -

Line Maintenance and Vice President - Line Maintenance Operations shall be

authorized to modify or amend this Agreement on behalf of Delta.




 




14.           ATTORNEYS’ FEES.  In the event either party shall be in

default in the performance of its obligations under this Agreement, and an

action shall be brought for the enforcement thereof in which it shall be

determined that such party was in default, the party determined to be in

default shall pay to the other party all expenses incurred in connection

therewith, including, without limitation, reasonable attorneys’ fees and court

costs.




 




 




 





























 




 




                IN WITNESS WHEREOF, the parties

have caused this Agreement to be executed in their names and on their behalf by

their respective officers thereunto duly authorized.




 




 




	

  HAWAIIAN AIRLINES


  	

   


  	

  DELTA AIR LINES, INC.


  
	

  (“Airline”)


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Name: 


  	

  H. Norm Davies, Jr.


  	

  Name: 


  	

  Jerry Bemis


  
	

  Title:


  	

  Executive Vice

  President — Operations


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

  Line Maintenance

  Operations


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Christine

  R. Deister


  	

   


  	

   


  
	

  Title:


  	

  Executive

  Vice President &


  	

   


  	

   


  
	

   


  	

  Chief

  Financial Officer


  	

   


  	

   


  
									





 




 




 





























 




 




EXHIBIT A




 




To ROUTINE AND

ON-CALL MAINTENANCE AGREEMENT between DELTA AIR LINES, INC. and HAWAIIAN

AIRLINES dated as of 30 July, 2002.




 




 




1.             Location, Start Date, &

Services to be Performed




 




	

  Los Angeles (LAX)


  	

   


  	

  July 30, 2002


  	

   


  	

  PDC, O/N, & A check

  services


  
	

  San Francisco (SFO)


  	

   


  	

  July 30, 2002


  	

   


  	

  PDC & O/N services


  
	

  San Diego (SAN)


  	

   


  	

  July 30, 2002


  	

   


  	

  PDC & O/N services


  
	

  Seattle (SEA)


  	

   


  	

  July 30, 2002


  	

   


  	

  PDC & O/N services


  
	

  Phoenix (PHX)


  	

   


  	

  October 1, 2002


  	

   


  	

  PDC services only


  
	

  Portland (PDX)


  	

   


  	

  [REDACT]


  	

   


  	

  PDC & O/N services


  
	

  Las Vegas (LAS)


  	

   


  	

  [REDACT]


  	

   


  	

  PDC & O/N services


  





 




                [REDACT]




 




                [REDACT]




 




2.             Type Aircraft:  B767-300ER




 




3.             Services to be Provided by Delta

at listed Stations




 




	

  3.1


  	

  Provide FAA licensed

  Airframe and Power Plant mechanic services to Airline on a twenty-four hour

  per day, seven days per week basis.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3.2 


  	

  For technical support,

  Delta shall provide the services listed in Section 3.4 and 4.2 of this

  Exhibit of the IATA Standard Ground Handling Agreement.


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3.3 


  	

  The monthly flat rate

  charge at each city/station listed in Section 4.2 provides for only those

  routine services in the type and quantity listed in Section 4.2. 


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3.4


  	

  Additional services

  provided, including additional routine services over and above the maximum

  allowable at any city/station, will be charged to Airline at rates as

  specified in Section(s) 3.5 and 4.2.


  





 




 




 




 





























 




 




 




	

  3.5


  	

   


  	

  The services described

  (as listed hereafter) in Sections 2, 6, 8, and 9 of that IATA Standard Ground

  Handling Agreement (SGHA) AHM 810-April 1998 shall be provided by Delta:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  SECTION 2.  LOAD CONTROL, COMMUNICATIONS AND DEPARTURE

  CONTROL SYSTEM:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  2.2.1.; 2.2.2.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  SECTION 6. RAMP:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  6.2.3. (on recharge);

  6.3.1.; 6.3.2.; 6.5.1. (on recharge); 6.7.1. a, d, e (on recharge)


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  SECTION 8. FUEL AND

  OIL:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  8.2.1.; 8.2.2.; 8.2.3.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  SECTION 9. AIRCRAFT

  MAINTENANCE:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  9.1.1.; 9.1.2.; 9.1.3.;

  9.1.4. a; 9.1.5.; 9.2.1.; 9.2.2.; 9.2.3.;  9.2.4.; 9.2.5. (Specialized Tooling may be recharged)

  ; 9.2.6. (on recharge); 9.3.1. b; 9.3.2.; 9.3.3. (limited 10 square feet

  additional space on recharge); 9.4.1. a, LAX ONLY (on recharge); 9.4.2. a LAX

  ONLY (on recharge).


  





 




4.             Charges:




 




	

  4.1


  	

   


  	

  Telephone and other

  data lines line for computing or voice connection will be at the sole cost of

  Airline.


  
	

   


  	

   


  	

   


  
	

  4.2


  	

   


  	

  At the start date of

  Airline B767 operations at any city/stations listed below, Airline agrees to

  commence payment to Delta per Table 4.2 for services performed by Delta

  pursuant to this Agreement in support of such B767 operations.


  
	

   


  	

   


  	

   


  
	

   


  	

  Los Angeles (LAX), San Francisco (SFO), Portland (PDX),  Las

  Vegas (LAS), San Diego (SAN), Seattle (SEA), Phoenix

  (PHX)*


  





 




 




*

Monthly Services at PHX will include only ETOPS PDC’s and no Overnights.  In consideration of this reduced Service

level, monthly billing for PHX for single unit service shall be [REDACT]

and shall include up to [REDACT] ETOPS PDC’s.




 




 




 





























 




 




Table 4.2 Flat Rate Monthly Pricing for Routine Services




 




[REDACT]




 




The following time

standards shall be used to determine the allowable maximum number of man-hours

associated with the performance of an included event at listed stations that is

included as part of the base rate charges




 




Domestic

Check to include up to 4 man-hours for the performance of routine check package




ETOPS-1

Check to include up to 6 man-hours for the performance of routine check package




Over

Night Check to include up to 9 man-hours for the performance of routine check

package




A-Check

to include up to 100 man-hours for the performance of routine check package




 




For any listed

city/station initiating B767 operations during any particular month, the

charges for routine services for that particular month at that particular

city/station shall be pro-rated based on the percentage of days during that

month that such city/station has commenced or added B767 operations.




 




At each listed

city/station, the maximum number and type of over and above routine monthly

services and non-routine man-hours offered at [REDACT] man-hour, are as

provided in Table 4.2.




 




For On-call line

maintenance services at Delta stations other than those included in this

agreement, Services shall be billed in accordance with Table 4.3.




 




All rates shall be

subject to annual escalation per Section 4.3.




 




Performance of less

than the maximum number of routine planned events at any listed city/station

during any given month shall not be cause for a reimbursement or credit to

Airline. [REDACT]   Any offset or credit that may be offered to

Airline, shall be offered as a credit against services and not as a cash

payment.




 




	

  Domestic Checks:


  	

   


  	

  [REDACT]


  
	

  ETOPS Checks:


  	

   


  	

  [REDACT]


  
	

  Over Night Checks:


  	

   


  	

  [REDACT]


  
	

  Additional Man-hours:


  	

   


  	

  [REDACT]


  
	

   


  	

   


  	

   


  





 




 





























 




Table 4.3 On-Call Per Event Pricing




 




Powered

equipment or equipment for other than included maintenance:




        Current MAGSA Rates




 




	

  Towing


  	

   


  	

  [REDACT] occurrence (other than for A checks)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  LAX ONLY:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Ramp Parking (as

  available):


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  1 Aircraft


  	

   


  	

  [REDACT]


  	

   


  	

  1-24 hour intervals*


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  2 Aircraft


  	

   


  	

  [REDACT] per aircraft


  	

   


  	

  1-24 hour intervals*


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  3 Aircraft


  	

   


  	

  [REDAC T] per aircraft


  	

   


  	

  1-24 hour intervals*


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Hangar Parking (as

  available):


  	

   


  	

  [REDACT] per aircraft


  	

   


  	

  1-12 hour intervals*


  
	

   


  	

   


  	

   


  	

   


  	

   


  





                        *

Parking for performance of A-Checks is included as part of monthly services

pricing and will not be invoiced separately.




 




A CHECKS - LAX ONLY:




 




Hawaiian Airlines Maintenance Planning will provide to

Delta a running forecast for six months of continuous running Service Checks

(A-Checks).




 




Delta Line Maintenance Planning will coordinate with

LAX Line Maintenance to determine resources needed to perform requested Service

Checks (A-Checks). Delta agrees to perform all forecasted requirements in

accordance with a mutually agreed upon schedule.




 




A-Checks will be flat-rated at [REDACT] per event and

include up to one hundred  (100)

man-hours 


per A check for the performance of the routine scheduled work package.  Routine man-hour 


requirements above the 100 man-hour allotment and all non-routine work

requirements shall be billed 


at then current MAGSA rates or if Airline requests overtime, at Delta premium

rates per Table 4.2




 




[REDACT]




 




                4.3   Each fiscal year, beginning January 1, 2003,

all contract rates will be subject to an annual economic escalation effective

January 1 of that year.  All such rates

shall be adjusted as defined by the following formulae.




 




 




 





























 




 




Price adjustments shall be determined ninety (90) days prior to the

start of each calendar year.




 




[REDACT]




 




4.4           Structural engineering liaison

services shall be provided under separate Liaison Engineering Services

agreement.




 




4.5           All

charges are exclusive of airport fees and state and federal taxes applicable

thereto, which will be paid by Airline.




 




4.6           All

additional services provided to Airline by Delta not listed in this Exhibit A

will be charged to Airline at current local rates.




 




4.7           All

disbursements made by Delta on behalf of Airline will be reimbursed to Delta at

Airline’s cost plus an accounting surcharge of [REDACT].




 




4.8           Airline shall have the ability to

request, and Delta shall not unreasonably deny, that additional stations be

added as listed stations for the performance of on-going routine

maintenance.   Pricing and service

levels for added stations shall be in accordance with the then current pricing

levels of Table 4.2.




 




 




 





























 




 




4.9           Airline shall have the ability, upon

not less than 180 days prior written notice, to reduce or terminate Service in

a specific station/city, without penalty. 

If prior written notice by Airline to Delta to reduce or terminate

Service in a specific city/station is provided less than one hundred eighty

(180) days prior to such reduction or termination, Airline shall pay to Delta a

fee as follows:




 




                                Written

notification of intent to reduce or terminate service received by Delta  more than five (5) but less than six (6)

months prior,  [REDACT] payment required




 




                Written

notification of intent to reduce or terminate service received by Delta  more than four (4) but less than five (5)

months prior, [REDACT] payment required




 




                Written

notification of intent to reduce or terminate service received by Delta  more than three (3) but less than four (4)

months prior,  [REDACT] payment required




 




                Written

notification of intent to reduce or terminate service received by Delta  more than two (2) but less than three (3)

months prior,  [REDACT] payment required




 




                Written

notification of intent to reduce or terminate service received by Delta  more than one (1) but less than two (2)

months prior,  [REDACT] payment required




 




                Written

notification of intent to reduce or terminate service received by Delta  less than one (1) months prior,  [REDACT] payment required




 




 




 




	

  HAWAIIAN AIRLINES


  	

  DELTA AIR LINES, INC.


  
	

  (“Airline”)


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

  Name:


  	

  H. Norman Davies, Jr


  	

  Name:


  	

  Jerry Bemis


  
	

  Title:


  	

  Executive Vice

  President — Operations


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  	

  Line Maintenance

  Operations


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  
	

  Name:


  	

  Christine

  R. Deister


  	

   


  	

   


  
	

  Title:


  	

  Executive

  Vice President &


  	

   


  	

   


  
	

   


  	

  Chief

  Financial Officer