Exhibit 10.48




 





PURCHASE AGREEMENT


(28139)


between


AWMS I,


a Delaware Statutory Trust,


Seller


and


HAWAIIAN
AIRLINES, INC.,


a Delaware corporation,


Buyer


Dated as of December     ,
2006




 





One Used Boeing Model 767-300ER
Aircraft, MSN 28139













PURCHASE AGREEMENT
 (28139)


 


This PURCHASE AGREEMENT (28139) (this “Agreement”),
dated as of December      , 2006, is entered into by
and between AWMS I, a Delaware statutory trust, having a place of business at
c/o AWAS Aviation Services, Inc., One West Street, Suite 100-5, New York, NY
10004 U.S.A. U.S.A. (“Seller”), and Hawaiian Airlines, Inc., a Delaware
corporation, with its principal place of business at 3375 Koapaka Street, Suite
G-350, Honolulu, HA 96819 (“Buyer”).


RECITALS


A.            Seller
is the owner of one (1) used Boeing Model 767-300ER aircraft bearing
Manufacturer’s Serial Number 28139.


B.            Seller
desires to sell, and Buyer desires to buy, the above-referenced aircraft and
the technical records related thereto, all on the terms and conditions
hereinafter provided.


NOW, THEREFORE, in consideration of the mutual
promises contained herein and other valuable consideration, receipt of which is
hereby acknowledged, Seller and Buyer agree as follows:


ARTICLE 1 
DEFINITIONS AND CONSTRUCTION.


1.1                                   Defined
Terms.


In this Agreement, the following terms shall have the
following meanings and shall be equally applicable to both the singular and the
plural forms of the terms defined herein:


“Acceptance Certificate” means the Acceptance
Certificate signed by Buyer and Seller on the Closing Date for the Aircraft,
substantially in the form and substance attached as Exhibit “A” hereto.


“Affiliate” means, with respect to any Person, any
other Person who, directly or indirectly, controls, is controlled by, or is
under common control with, such Person. 
For purposes of this definition, “control” means the possession,
directly or indirectly, of the power to direct the management and policies of a
Person, whether through the ownership of stock, by contract, or otherwise.


“Aircraft” means the Airframe, two (2) Engines and the
Parts.


“Airframe” means (i) the one used Boeing (also shown
as BOEING on the International Registry drop down menu) Model 767-300ER (also
shown as 767-300 on the International Registry drop down menu) airframe,
bearing Manufacturer’s Serial No. 28139 and U.S. Identification Number N582HA,
excluding the Engines or any other engine that



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may be installed on the Airframe from time to time and
(ii) any and all Parts for the Airframe, so long as, at the time of Closing,
the same shall be incorporated in, installed on, or attached to the Airframe or
so long as title thereto shall as of the Closing Date be vested in Seller in
accordance with the terms of Article 6 of the Lease after removal from the
Airframe.


“Applicable Law” means any applicable:  (i) statute, decree, constitution,
regulation, rule, order or directive of any Government Entity; (ii) treaty,
pact, compact or other agreement to which any Government Entity is a signatory
or party; and (iii) judicial or administrative interpretation or application of
any of the foregoing, as any of the foregoing may be revised, amended,
substituted or re-enacted.


“Bills of Sale” means the FAA Bill of Sale and the
Warranty Bill of Sale.


“Business Day” means any day other than a Saturday,
Sunday or other day on which commercial banking institutions in Honolulu,
Hawaii, and New York, New York, are authorized by law to be closed.


“Cape Town Treaty” means collectively the Convention
and the Protocol, together with the Regulations for the International Registry
and the International Registry Procedures, and all other rules, amendments,
supplements, and revisions thereto.


“Closing” means the closing of the purchase and sale
of the Aircraft, as evidenced by the payment of the Purchase Price to Seller and
the delivery of the Bills of Sale to Buyer.


“Closing Date” means the date on which the Closing
occurs.


“Companion Lease” has the meaning assigned in the
Lease.


“Convention” means the Convention on International
Interests in Mobile Equipment signed in Cape Town, South Africa on November 16,
2001, as ratified by the United States.


“Delivery Location” has the meaning assigned in
Section 3.1.


“Dollars” or “$” means the legal currency of the
United States of America.


“Engine” means (i) each of the two used Pratt &
Whitney (also shown as PRATT & WHITNEY on the International Registry drop
down menu) Model PW4060 (also shown as PW4000 94 on the International Registry
drop down menu) engines bearing Engine Manufacturer’s serial numbers P729045
and P729046 (also described on the International Registry drop down menu as
729045 and 729046), respectively, whether or not from time to time installed on
the Airframe or installed on any other aircraft, and (ii) any and all Parts for
such engine, so long as, at the time of Closing, the same shall be incorporated
in, installed on, or attached to such engine or so long as title thereto shall
as of the Closing Date be vested in Seller in accordance with the terms of
Article 6 of the Lease after removal from such engine.



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“Engine Manufacturer” means United Technologies
Corporation, Pratt & Whitney Division, a Delaware corporation.


“Event of Loss” shall have the meaning assigned to
such term in the Lease.


“FAA” means the Federal Aviation Administration and
any person or Government Entity succeeding to the functions of any of the
foregoing.


“FAA Bill of Sale” means the FAA form bill of sale (AC
Form 8050-2) for the Aircraft executed and delivered by Seller in favor of
Buyer as of the Closing Date.


“Government Entity” means any:  (i) national, federal, state or local
government, or any board, commission, bureau, department, division,
instrumentality, court, agency, regulatory authority, taxing authority or
political subdivision thereof; and (ii) association, organization or institution
of which any entity referred to in clause (i) is a member or to whose
jurisdiction any such entity is subject or in whose activities any such entity
is a participant.


“International Interest” shall have the meaning
assigned to such term in the Cape Town Treaty.


“International Registry” shall have the meaning
assigned to such term in the Cape Town Treaty.


“Lease” means the Lease Agreement dated as of June 8,
2001, pursuant to which Seller, as lessor, has leased the Aircraft to Buyer, as
lessee, as the same may have heretofore been amended, modified or supplemented.


“Lease Termination Agreement means the Lease
Termination Agreement between Seller and Buyer pursuant to which the Term of
the Lease will be cancelled, with effect from the time of Closing.


“Lien” means any mortgage, pledge, lien, charge,
encumbrance, lease, security interest, statutory detention right or claim.


“Maintenance Payments” shall have the meaning assigned
to such term in the Lease.


“Manufacturer” means The Boeing Company, a Delaware
corporation.


“Operative Documents” means this Agreement, the
Acceptance Certificate, the Bills of Sale and all other agreements, instruments
and documents entered into in connection herewith or therewith, in each case,
as supplemented, amended or otherwise modified from time to time.



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“Parts” means all appliances, components, parts,
instruments, appurtenances, accessories, furnishings and other equipment of
whatever nature (but excluding whole Engines or engines), so long as, at the
time of Closing, the same shall be incorporated in, installed on, or attached
to the Aircraft, Airframe or any Engine or so long as title thereto shall as of
the Closing Date be vested in Seller in accordance with the terms of Article 6
of the Lease after removal from the Aircraft, Airframe or such Engine.


“Permitted Liens” means (i) the Lease and the rights
of Buyer, as lessee under the Lease, (ii) any Lien which, under the terms of
the Lease, Buyer is obligated to pay or discharge, and (iii) Liens permitted to
exist in respect of the Aircraft (or any part thereof) under Article 11(iii) or
(iv) of the Lease.


“Person” means any individual, corporation,
partnership, limited liability company, limited liability partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or Government Entity, committee, department, authority and other body,
incorporated or unincorporated, whether or not having distinct legal
personality.


“Protocol” means the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment signed in Cape Town, South Africa on November 16, 2001, as ratified
by the United States.


“Purchase Price” means the consideration to be paid by
Buyer to Seller for the sale of the Aircraft and Technical Records as provided
in Section 2.2 hereof.


“Sales Taxes” shall have the meaning assigned in
Article 5 hereof.


“Scheduled Closing Date” has the meaning set forth in
Section 3.2.


“Special Counsel” means McAfee & Taft A
Professional Corporation, of Oklahoma City, Oklahoma, special counsel to Seller
and Buyer for FAA and International Registry matters.


“Technical Records” means all log books, Aircraft
records, manuals and other documentation and data provided to Buyer in
connection with the lease of the Aircraft under the Lease or that Buyer is
required to maintain or cause to be maintained with respect to the Aircraft
pursuant to the terms of the Lease.


“Warranty Bill of Sale” means the Bill of Sale for the
Aircraft executed and delivered by Seller to Buyer on the Closing Date,
substantially in the form and substance set forth in Exhibit “B”.


1.2                                   Construction.  In this
Agreement, headings and the table of contents are inserted for
convenience of reference only and have
no legal effect and shall be ignored in the interpretation of this Agreement.  Unless
the context otherwise requires:  (i)
words denoting the singular shall include the plural and vice versa; (ii) words
denoting a Person include individuals, corporations, partnerships,
firms, joint ventures, trusts,



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Government
Entities and other entities and bodies, whether incorporated or unincorporated,
and whether having distinct legal personality or not, and vice versa; (iii) words denoting any gender include all
genders; (iv) references to any document or agreement are deemed to include
references to any such document or agreement as amended, novated, supplemented,
varied or replaced from time to time; (v) references to any party to this
Agreement or any other document or agreement include its successors and permitted
assigns; (vi) reference to Articles or Sections are references to Articles and
Sections of this Agreement; and (vi) the term “including”, when used in
this Agreement, means “including without limitation” and “including but not
limited to”.


ARTICLE 2 
PURCHASE AND SALE OF AIRCRAFT.


2.1           Purchase
of Aircraft.  Subject to the terms
and conditions of this Agreement, on the Closing Date Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title
and interest in and to the Aircraft and Technical Records, free and clear of
all Liens (other than Permitted Liens). 
Seller and Buyer each agrees to perform and observe all terms,
conditions, obligations and agreements to be performed or observed by it
hereunder and under the other Operative Documents to which it is a party.  Time is of the essence, and the parties agree
to take all action as may be reasonably required to complete the purchase and
sale of the Aircraft as promptly as possible.


2.2           Purchase
Price and Payment.  In consideration
of the sale of the Aircraft and Technical Records by Seller to Buyer, at
Closing Buyer agrees to pay to Seller the sum of Fifty Million Two Hundred
Fifty Thousand Dollars ($50,250,000) (the “Purchase Price”).


Provided all payments that have become payable under
the Lease and under any Companion Lease have been paid, Lessor shall credit
towards payment of the Purchase Price the aggregate Maintenance Payments held
by Lessor as of the Closing.


The Purchase Price, and
all other amounts payable by Buyer to Seller hereunder, shall be paid to
Seller, without deduction for any taxes, withholdings or other deductions,
immediately prior to the transfer of title to the Aircraft described in Section
2.4, in immediately available funds, at the following bank and account:


	
  BANK:

  	
   

  	
  Deutsche Bank Trust Company Americas

  60 Wall Street, 26th Floor

  New York, New York 10005

  
	
   

  	
   

  	
   

  
	
  ACCOUNT NO:

  	
   

  	
  01-474-320

  
	
   

  	
   

  	
   

  
	
  ABA NO:

  	
   

  	
  021001033

  
	
   

  	
   

  	
   

  
	
  SWIFT::

  	
   

  	
  BKTRUS33

  
	
   

  	
   

  	
   

  
	
  ACCOUNT NAME:

  	
   

  	
  AWAS Rental Account

  
	
   

  	
   

  	
   

  
	
  REFERENCE:

  	
   

  	
  HAL - Boeing 767-300ER Sale

  



 


or at such other location or
account as Seller shall designate to Buyer in writing.



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2.3           Inspection;
Condition of Aircraft at Delivery. 
Pursuant to the Lease, Buyer has been the lessee in possession of the
Aircraft from the time of delivery of the Aircraft from the Manufacturer.  Accordingly, the Aircraft is being sold
hereunder “AS-IS, WHERE-IS and entirely in reliance on the knowledge of Buyer
in respect of the Aircraft and Technical Records.


2.4           Title
Transfer.  Title to and risk of loss
and damage to or destruction of the Aircraft and Technical Records shall
transfer from Seller to Buyer at the time of Closing by delivery of the Bills
of Sale to Buyer.  Without affecting
Buyer’s rights and obligations under the Lease, Buyer shall not as a result of
this Agreement acquire any insurable or other ownership interest in the
Aircraft prior to acceptance of delivery thereof and payment of the Purchase
Price by Buyer in accordance with the terms of this Agreement.  Acceptance of delivery of the Aircraft and
Technical Records by Buyer shall be evidenced by the execution and delivery by
Buyer and Seller of the Acceptance Certificate on the Closing Date.


ARTICLE 3 
CLOSING.


3.1           Place
of Closing.  The Closing will occur
while the Aircraft at such location as may be mutually agreed by Seller and
Buyer (“Delivery Location”).  Buyer shall
be responsible at its own expense to cause the Aircraft to be at the Delivery
Location at the time of Closing.


3.2           Scheduled
Closing Date.  Subject to the
provisions of Article 4 hereof, Seller shall tender the Aircraft and the
Technical Records for sale to Buyer, and Buyer shall purchase the Aircraft and
the Technical Records upon tender thereof by Seller, currently scheduled to
occur on December 29, 2006, or such other date as Seller and Buyer may agree (“Scheduled
Closing Date”).


3.3           Closing
Events.  At the Closing on the
Closing Date, the following shall take place:


(a)           immediately
prior to the transfer of title to the Aircraft to Buyer, Buyer shall pay the
Purchase Price to Seller as provided in Section 2.2;


(b)           Seller
and Buyer shall execute and deliver to each other counterparts of the
Acceptance Certificate;


(c)           Seller
shall execute and deliver to Buyer the Bills of Sale;



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(d)           Buyer
and Seller shall have caused the Application to Register the Aircraft with the
FAA, the FAA Bill of Sale and the Lease Termination Agreement to be positioned
in Oklahoma City for filing for recordation with the FAA; and


(e)           Buyer
and Seller shall have caused a copy of the Warranty Bill of Sale to be
positioned with Special Counsel for filing for recordation with the
International Registry of an International Interest in the Airframe and
Engines.


3.4           Failure
of Closing to Occur.  In the event
the Closing has not occurred by December 29, 2006, or such other date as may be
mutually agreed by Seller and Buyer, then this Agreement shall terminate as of
5:00 pm, New York City time, on December 29, 2006 (or such other date as may
have been mutually agreed by Seller and Buyer). 
Upon such termination, the parties shall be released from their
respective obligations hereunder, except that the Lease shall remain in full
force and effect, unchanged, and Buyer shall return to Seller all documents,
agreements and other items or things pertaining to this Agreement or the other
Operative Documents that have previously been provided to Buyer in connection
herewith.


ARTICLE 4 
CLOSING CONDITIONS.


4.1           Buyer’s
Closing Conditions.  The obligation
of Buyer to purchase the Aircraft and Technical Records hereunder is subject to
the satisfaction of each of the following conditions (or waiver thereof by
Buyer) to the reasonable satisfaction of Buyer:


(a)                           Within five (5) days after the date this
Agreement is signed by Seller and Buyer, Buyer shall have received evidence of
the authority of Seller to enter into this Agreement and the other Operative
Documents to be entered into by it as contemplated by this Agreement and to
perform the obligations to be performed by it hereunder and thereunder.


(b)                           At (or prior to) the Closing, Buyer shall
have received the Bills of Sale, the Acceptance Certificate, the Lease
Termination Agreement, and this Agreement, each duly executed and delivered by
Seller.


(c)                           On the Closing Date, the representations
and warranties of Seller contained in Section 7.1 shall be true, accurate and
complete as though made on and as of the Closing Date (except to the extent
that such representations and warranties relate solely to an earlier date, which
representations and warranties shall have been true, accurate and complete as
of the date made).


(d)                           As of the Closing, Seller shall not be in
default in the performance or observance of any of its obligations hereunder.


4.2           Seller’s
Closing Conditions.  The obligation
of Seller to sell the Aircraft and Technical Records to Buyer at the time of
Closing is subject to the satisfaction of each of the following conditions (or
waiver thereof by Seller) to the reasonable satisfaction of Seller:



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(a)           Within five (5) days after the date this Agreement is
signed by Seller and Buyer, Seller shall have received evidence of the
authority of Buyer to enter into this Agreement and the other Operative
Documents to be entered into by it as contemplated by this Agreement and to
perform the obligations to be performed by it hereunder and thereunder.


(b)           Immediately prior to the Closing, Buyer shall have paid
Seller the full Purchase Price in accordance with Section 2.2.


(c)           At (or prior to) the Closing, Seller shall have received
the Acceptance Certificate, the Lease Termination Agreement, and this
Agreement, each duly executed and delivered by Buyer.


(d)            On the Closing Date, the representations and warranties
of Buyer contained in Section 7.2 shall be true, accurate and complete as
though made on and as of the Closing Date (except to the extent that such
representations and warranties relate solely to an earlier date, which
representations and warranties shall have been true and accurate as of the date
made).


(e)           Seller shall have received an
insurance certificate evidencing the insurances required by Article 10 hereof.


(f)            As of the Closing, Buyer shall not
be in default in the performance of any of its obligations hereunder.


4.3           Additional
Closing Conditions.  The obligation
of Seller to sell and of Buyer to purchase the Aircraft and Technical Records
at the time of Closing is subject to the prior or concurrent satisfaction of
the following additional conditions (or the waiver thereof by Buyer or Seller,
or both, as the context may require) to the reasonable satisfaction of Seller
and Buyer:


(a)           As
of the Closing Date, no action or proceeding shall have been instituted and no
order, judgment or decree shall have been issued by any Government Entity to
set aside, restrain, enjoin or prevent the execution, delivery or performance
of this Agreement or the other Operative Documents or the consummation of the
transactions contemplated hereby or thereby.


(b)           Buyer
shall have caused the Application for Aircraft Registration in Buyer’s name,
and Seller and Buyer shall have caused the FAA Bill of Sale and the Lease
Termination Agreement, to be duly filed with the FAA (and Seller and Buyer
agree to take all actions necessary to preposition such duly signed documents
with Special Counsel prior to the Closing Date for filing with the FAA at the
time of Closing).


(c)           Seller
and Buyer shall have caused a copy of the Warranty Bill of Sale to be duly
filed with the International Registry (and Seller and Buyer agree to take all
actions necessary prior to Closing (i) to preposition such Warranty Bill of
Sale with Special Counsel for filing with the International Registry at the
time of Closing, and (ii) to ensure and enable proper filing of such Warranty
Bill of Sale with the International Registry at the time of Closing).



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(d)           Seller
and Buyer shall have received a legal opinion from Special Counsel as to the
status of the filings with the FAA in respect of the Lease Termination
Agreement and the Aircraft, the status of filings with the International
Registry in respect of the Warranty Bill of Sale, and the absence of any Liens
of record with the FAA and the International Registry (other than Permitted
Liens) in respect of the Aircraft. 
Seller and Buyer shall equally share the cost of obtaining such legal
opinion from Special Counsel.


4.4           Excusable
Delay.  Seller and Buyer shall not be
responsible for nor be deemed to be in default in the performance or observance
of any obligation, agreement or condition under this Agreement on account of
any delay in tender of delivery of the Aircraft or other performance hereunder
due to any of the following causes: acts of God; war, warlike operations,
insurrections or riots; fires; floods or explosions; serious accidents; any act
of government, strikes or labor troubles causing cessation, slow-down or
interruption of work; or due to any other cause beyond Seller’s or Buyer’s (as
applicable) control and not occasioned by Seller’s or Buyer’s (as applicable)
fault or negligence.  Each party shall
promptly notify the other party of any delay or anticipated delay in the tender
of delivery of the Aircraft for sale or other performance hereunder.  If the delivery of the Aircraft is delayed
for a period in excess of sixty (60) days beyond the date specified in or
agreed to pursuant to Section 3.4, this Agreement shall automatically terminate
and, in such event, each party shall be relieved and discharged of liability to
the other party with respect to this Agreement and the other Operative
Documents.


ARTICLE 5 
SALES TAXES.


5.1           Buyer
and Seller shall cooperate with each other in all reasonable respects to
lawfully minimize or eliminate the imposition of any sales, use, excise, stamp,
transfer, value added, gross receipts or any other taxes, duties, fees or
charges (collectively, “Sales Taxes”) that may be imposed on Seller, Buyer or
the Aircraft (or any Engine) by any Government Entity in any jurisdiction as a
result of the sale or purchase of the Aircraft under this Agreement.  The Purchase Price of the Aircraft does not include
the amount of any Sales Taxes that may be imposed by any Government Entity in
any jurisdiction as a result of the sale of the Aircraft under this
Agreement.  Buyer shall promptly pay when
due, and will on demand indemnify and hold harmless Seller on a full indemnity
basis from and against, all Sales Taxes, and all penalties, fines, additions to
tax and interest thereon, which may be levied by any Government Entity in any
jurisdiction as a result of or in connection with the sale, purchase, delivery
or registration of the Aircraft (which, subject to Section 5.2, shall in any
event exclude net income taxes imposed on the net income of Seller by the
United States or Delaware).


5.2           Any
payment or indemnity made under Section 5.1 by Buyer shall include any amount
necessary to hold Seller harmless on an after-tax basis from all taxes, fees
and other charges required to be paid with respect to such payment or indemnity
under all Applicable Laws of the relevant Government Entity.



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ARTICLE 6 
INSPECTION BY BUYER; SELLER DISCLAIMER.


6.1           BUYER
CONFIRMS THAT IT HAS KNOWINGLY WAIVED ITS RIGHT TO INSPECT THE AIRCRAFT AND THE
TECHNICAL RECORDS AND, IN LIUE THEREOF, IS RELYING EXCLUSIVELY ON ITS CAPACITY
AS LESSEE OF THE AIRCRAFT AND ON ITS OWN KNOWLEDGE OF THE AIRCRAFT AND THE
TECHNICAL RECORDS, AND HEREBY CONFIRMS TO SELLER THAT IT IS NOT RELYING ON ANY
INSPECTION, REPRESENTATION OR LEGAL RESPONSIBILITY ON THE PART OF SELLER OR SELLER’S OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES.  DELIVERY OF THE ACCEPTANCE CERTIFICATE BY
BUYER TO SELLER WILL BE CONCLUSIVE PROOF AS BETWEEN SELLER AND BUYER THAT THE
AIRCRAFT AND THE TECHNICAL RECORDS ARE IN EVERY WAY SATISFACTORY TO BUYER AND
IN COMPLIANCE WITH ALL REQUIREMENTS HEREOF.


6.2           THE
AIRCRAFT, TECHNICAL RECORDS, AND ANY OTHER THING DELIVERED, SOLD OR
TRANSFERRED HEREUNDER ARE BEING SOLD AND TRANSFERRED TO BUYER AND ACCEPTED BY BUYER
HEREUNDER “AS-IS, WHERE-IS,” WITH ALL FAULTS. 
BUYER UNCONDITIONALLY ACKNOWLEDGES THAT NEITHER SELLER NOR ANY OF SELLER’S OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES HAS MADE OR SHALL
BE DEEMED TO HAVE MADE ANY PROMISE, GUARANTY, REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, AS TO THE DESCRIPTION, AIRWORTHINESS, SERVICEABILITY,
VALUE, CONDITION, DESIGN, COMPLIANCE WITH SPECIFICATIONS,  AGE, OPERATION,
PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE OF
THE AIRCRAFT OR ANY PART THEREOF OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP
OF THE AIRCRAFT OR ANY PART THEREOF OR AS TO THE ADEQUACY OF ANY TECHNICAL
RECORDS, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE AND WHETHER KNOWN OR UNKNOWN, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR
COPYRIGHT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TECHNICAL RECORDS, OR ANY PART
THEREOF, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND EXTINGUISHED.


6.3           BUYER HEREBY WAIVES, RELEASES AND RENOUNCES AND AGREES
NOT TO SEEK TO ESTABLISH OR ENFORCE ANY RIGHTS, REMEDIES OR CLAIMS (WHETHER
STATUTORY OR OTHERWISE) AGAINST



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SELLER
OR ANY OF SELLER’S OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES IN RESPECT OF ANY OF THE
MATTERS SET FORTH IN SECTION 6.2. 
WITHOUT LIMITING THE FOREGOING, BUYER WAIVES ANY CLAIM, LIABILITY,
RESPONSIBILITY, WARRANTY, REPRESENTATION, GUARANTY, LIABILITY AND OBLIGATION OF
ANY KIND (WHETHER KNOWN OR UNKNOWN) THAT BUYER OR ANY OTHER PERSON CLAIMING
UNDER OR THROUGH BUYER MAY NOW OR HEREAFTER HAVE OR CLAIM AGAINST SELLER, ITS OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES, WITH RESPECT TO:  (i) ANY REPAIR, MAINTENANCE OR OTHER SERVICES
IN RESPECT OF THE AIRCRAFT, WHETHER IN CONTRACT OR IN TORT AND HOWSOEVER
ARISING AND WHETHER PERFORMED OR TO BE PERFORMED; (ii) ANY COST, LOSS OR DAMAGE
(CONSEQUENTIAL OR OTHERWISE), LOSS OF PROFIT OR REVENUE, LOSS OR SUSPENSION OF
CERTIFICATION OF THE AIRCRAFT, GROUNDING OF THE AIRCRAFT, OR ANY OTHER CLAIM
WHATSOEVER ARISING FROM THE CONDITION OF THE AIRCRAFT OR ANY PART THEREOF, ANY
MAINTENANCE OR REPAIR OF THE AIRCRAFT OR ANY PART THEREOF, ANY ALTERATION,
MODIFICATION OR ADDITION TO THE AIRCRAFT OR ANY PART THEREOF, OR ANY INSPECTION
OF THE AIRCRAFT OR THE TECHNICAL RECORDS, WHETHER PERFORMED OR TO BE PERFORMED
BY OR ON BEHALF OF SELLER OR BUYER, OR THE LACK OF SUCH INSPECTION BY OR ON
BEHALF OF SELLER OR BUYER; AND (iii) ANY OBLIGATION OR LIABILITY OF SELLER OR ANY OF SELLER’S OFFICERS, DIRECTORS, MANAGERS,
EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES WITH RESPECT TO ANY
IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE
OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, ANY IMPLIED WARRANTY OF
FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, AND ANY OBLIGATION OR CLAIM FOR
LOSS OF USE OF OR THE LOSS OF OR DAMAGE TO THE AIRCRAFT, OR ANY PART THEREOF,
FOR ANY REASON, AND FOR ANY LIABILITY OF BUYER TO ANY THIRD PARTY AND FOR ANY
OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR
NATURE, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTUAL OR IMPUTED) OF
SELLER OR ANY OF SELLER’S OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS
OR REPRESENTATIVES, AND ANY RISKS WITH RESPECT THERETO ARE HEREBY
ASSUMED BY BUYER


6.4           THE
FOREGOING DISCLAIMERS AND WAIVERS SHALL NOT BE CONSTRUED TO BE A WAIVER BY
BUYER OF CLAIMS AGAINST SELLER ARISING FROM SELLER’S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OR SELLER’S BREACH OF THE TERMS, COVENANTS, CONDITIONS,
REPRESENTATIONS OR WARRANTIES SET FORTH HEREIN OR IN ANY OF THE OTHER OPERATIVE
DOCUMENTS MADE BY, APPLICABLE TO, OR TO BE PERFORMED BY SELLER.



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ARTICLE 7 
REPRESENTATIONS AND WARRANTIES.


7.1  Seller
represents and warrants to Buyer that:


(a)           Seller
is a statutory trust, duly organized and validly existing under the laws of
Delaware, and has full power, legal right and authority to carry on its
business as presently conducted and to execute and deliver this Agreement and
the other Operative Documents and perform its obligations hereunder and under
and the other Operative Documents.


(b)           The
execution, delivery and performance by Seller of this Agreement (i) have been
duly authorized by all necessary action on the part of Seller, (ii) do not
require any consent, authorization, license or approval of or notice to any
Person, except such consents, authorizations, licenses, approvals and notices
that, as of the date hereof, have been received or given, (iii) do not conflict
with or contravene Seller’s constitutional documents or any Applicable Law
relating to Seller or any contractual restriction of any kind binding on or
affecting Seller or any of its properties or assets, (vi) do not contravene,
violate or result in any breach of, or constitute any default under, any
indenture, mortgage, chattel mortgage, deed of trust or other agreement or
instrument to which Seller is a party or by which Seller or any of its
properties or assets is or may be bound or affected, and (vii) will not result
in the creation of any Lien on any of Seller’s properties or assets.


(c)           Seller
has (or, with respect to any Operative Document executed and delivered after
the date hereof, upon execution and delivery thereof shall have) duly executed
and delivered this Agreement and the other Operative Documents to which Seller
is a party, and this Agreement and each of the other Operative Documents
constitutes (or, with respect to any such other Operative Document executed and
delivered after the date hereof, upon execution and delivery thereof shall
constitute) the legal, valid and binding obligations of Seller, enforceable
against Seller in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws of general application affecting the enforcement of creditor’s
rights.


(d)           There
are no pending or, to the best of Seller’s knowledge, threatened actions or
proceedings affecting Seller before any Government Entity or arbitrator
challenging or otherwise relating to the execution, delivery or performance by
Seller of this Agreement or which could materially adversely affect the
operations of Seller or the Aircraft.


(e)           No
event or condition has occurred or is existing that constitutes or, after the
giving of notice or lapse of time or both, would constitute a default under or
a breach of this Agreement or any other Operative Document by Seller.


(f)            Seller
has good and marketable title to the Aircraft, free and clear of all Liens
(other than Permitted Liens).



 13
 









7.2           Buyer
represents and warrants to Seller that:


(a)           Buyer
is a corporation, duly organized and validly existing under the laws of
Delaware, and has full power, legal right and authority to carry on its
business as presently conducted and to execute and deliver this Agreement and
the other Operative Documents and perform its obligations hereunder and under
and the other Operative Documents.


(b)           The
execution, delivery and performance by Buyer of this Agreement (i) have been
duly authorized by all necessary action on the part of Buyer, (ii) do not
require any consent, authorization, license or approval of or notice to any
Person, except such consents, authorizations, licenses, approvals and notices
that, as of the date hereof, have been received or given, (iii) do not conflict
with or contravene Buyer’s constitutional documents or any Applicable Law
relating to Buyer or any contractual restriction of any kind binding on or
affecting Buyer or any of its properties or assets, (vi) do not contravene,
violate or result in any breach of, or constitute any default under, any
indenture, mortgage, chattel mortgage, deed of trust or other agreement or
instrument to which Buyer is a party or by which Buyer or any of its properties
or assets is or may be bound or affected, and (vii) will not result in the
creation of any Lien on any of Buyer’s properties or assets.


(c)           Buyer
has (or, with respect to any Operative Document executed and delivered after
the date hereof, upon execution and delivery thereof shall have) duly executed
and delivered this Agreement and the other Operative Documents to which Buyer
is a party, and this Agreement and each of the other Operative Documents
constitutes (or, with respect to any such other Operative Document executed and
delivered after the date hereof, upon execution and delivery thereof shall
constitute) the legal, valid and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or other laws of
general application affecting the enforcement of creditor’s rights.


(d)           There
are no pending or, to the best of Buyer’s knowledge, threatened actions or
proceedings affecting Buyer before any Government Entity or arbitrator
challenging or otherwise relating to the execution, delivery or performance by
Buyer of this Agreement or which could materially adversely affect the
operations of Buyer or the Aircraft.


(e)           No
event or condition has occurred or is existing that constitutes or, after the
giving of notice or lapse of time or both, would constitute a default under or
a breach of this Agreement or any other Operative Document by Buyer.


ARTICLE 8 
LOSS OR DAMAGE PRIOR TO DELIVERY.


If an Event of Loss of the Aircraft or Airframe occurs
prior to Closing, neither Seller nor Buyer shall have any obligation to sell or
purchase the Aircraft, and the parties hereto shall have no further liability
to each other hereunder or under the other Operative Documents.  If the Aircraft, Airframe or an Engine
suffers any damage or loss prior to



 14
 









Closing that does not constitute an Event of Loss,
Buyer shall nevertheless be obligated to purchase the Aircraft hereunder as if
such damage or loss had not occurred, but Buyer shall be entitled to any
insurance proceeds paid or payable under the insurance provided to Seller
pursuant to Article 10(b) of the Lease (to the extent such insurance proceeds
are available and are not applied to repair such damage or loss), but without
any recourse or warranty on the part of Seller whatsoever, and should Seller
receive any such proceeds, it will pay over such amounts to Buyer within two
Business Days of receipt thereof.


ARTICLE 9  INDEMNITY.


9.1           Buyer
agrees to indemnify, defend, save and hold harmless each of Seller, Seller’s
Affiliates, officers, employees, agents, representatives, successors and
assigns (each an “Indemnitee”) from and against any and all claims, actions,
demands, losses, judgments, damages, costs, expenses (including, without
limitation, reasonable attorneys’ fees and expenses), disbursements, charges or
liabilities (collectively, “Claims”) which may be incurred by an Indemnitee
arising directly or indirectly out of or in any way connected with the condition,
ownership, manufacture, design, maintenance, service, repair, overhaul,
improvement, modification or alteration, possession, control, use or operation
of the Aircraft or any Engine, provided such Claims are not the result of the
gross negligence or willful misconduct of such Indemnitee or the breach by such
Indemnitee of any of its obligations, representations or warranties hereunder
or under the Operative Documents.


9.2           Any
payment or indemnity made under Section 9.1 by Buyer shall include any amount
necessary to hold the Indemnitees harmless on an after-tax basis from all
withholding taxes and other taxes, fees and other charges required to be paid
with respect to such payment or indemnity under all Applicable Laws of any
Government Entity.


9.3           An
Indemnitee will give prompt written notice of any liability for which Buyer is,
or may be, liable under this Article 9; provided, however, failure to give such
notice will not terminate any of the rights of such Indemnitee under this
Article 9, except to the extent that Buyer has been materially prejudiced by
the failure to receive such notice.


9.4           Upon
payment in full of any indemnity by Buyer, Buyer will be subrogated to any
right of the Indemnitee in respect of the matter against which such indemnity
has been made.


9.5           If
an Indemnitee obtains a recovery of all or any part of any amount which Buyer
has paid to such Indemnitee, such Indemnitee will pay to Buyer the amount
recovered less any costs and expenses incurred in connection with the recovery.


9.6           Unless
a default hereunder has occurred and is continuing, Buyer and its insurers will
have the right (in each such case at Buyer’s sole expense) to investigate or,
provided that Buyer or its insurers has not reserved the right to dispute
liability with respect to any insurance pursuant to which coverage is sought,
defend or compromise any claim covered by insurance for which indemnification
is sought pursuant to this Article 9 and the



 15
 









Indemnitee will cooperate with Buyer and its insurers
with respect thereto.  If Buyer or its
insurers are retaining attorneys to handle such claim, such counsel must be
reasonably satisfactory to the Indemnitee. 
If not, the Indemnitee will have the right to retain counsel of its
choice at Buyer’s expense.


9.7           The
indemnification under this Article 9 shall be effective even though the
Indemnitees may have received an agreement indemnifying and holding harmless
such Indemnitees with respect to the same matters by another Person.


9.8           The
provisions of this Article 9 do not apply to Claims which are Sales Taxes.  The parties agree that the provisions of
Article 5 shall govern the indemnification of Claims which are Sales Taxes.


ARTICLE 10        INSURANCE.


From and after the Closing Date, Buyer will carry, or
cause any subsequent lessee or purchaser of the Aircraft to carry, and maintain
in effect with insurers of recognized responsibility and substantial financial
capacity reasonably acceptable to Seller, aviation and airline general third
party liability insurance (including, without limitation, passenger legal
liability and property damage insurance and war and allied perils) with respect
to the Aircraft in amounts which are not less than and are of the types usually
carried by entities engaged in the same or similar business, similarly situated
with Buyer or any subsequent lessee or purchaser of the Aircraft and owning or
operating similar aircraft and which cover risks of the kind customarily
insured against by such entities, provided that in no event shall such amount
of insurance coverage be less than a combined single limit of liability of
$600,000,000 for any one occurrence and in the aggregate for products
liability, with Seller and its Affiliates, and their respective officers,
employees, agents, representatives, successors and assigns, named as additional
insureds under such policies for a period of two (2) years from the Closing
Date.


On or before the Closing Date, and prior to the
expiration of any such insurance, Buyer will furnish Seller with an insurance
certificate and letter of undertaking signed by a firm of independent aircraft
insurance brokers of recognized standing and responsibility, certifying that
the insurance then carried and maintained on the Aircraft complies with the
terms hereof.  In the event that Buyer
shall fail to maintain or cause to be maintained the insurance herein required
and provide Seller with evidence thereof prior to or concurrently with the
expiration of any such insurance, Seller may, at its option, after prior oral
or written notice thereof to Buyer, obtain such insurance, and in such event
Buyer shall, upon demand, reimburse Seller for the cost thereof, together with
interest thereon at the maximum contract rate permitted by Applicable Law.


ARTICLE 11        ASSIGNMENT
OF WARRANTIES.


Effective upon the transfer of title of the Aircraft
from Seller to Buyer, Seller hereby irrevocably assigns to Buyer all remaining
rights and benefits that Seller may have or be entitled to in respect of any
and all warranties of Manufacturer and Engine Manufacturer,



 16















of any maintenance or overhaul facility that has
provided any maintenance or services in respect of the Aircraft (or any part
thereof), and of any subcontractor, supplier or vendor in respect of any
thereof, to the extent that the same are assignable, have not expired, and are
not extinguished as a result of this Agreement, and upon the request of Buyer,
Seller shall (at Buyer’s cost and expense) use commercially reasonable efforts
to assist Buyer in enforcing such rights and benefits of Seller (and, upon the
request of Buyer, Seller shall give notice to any such manufacturers,
maintenance and overhaul facilities, subcontractor, supplier or vendor of such
assignment to Buyer).


ARTICLE 12        MISCELLANEOUS.


12.1         No
Assignment.   This Agreement and the
rights and obligations of the parties hereunder shall not be assignable or
delegable without the prior written consent of the other party.  Subject to the foregoing, this Agreement and
the rights and obligations of the parties hereunder shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
hereto.


12.2         Entire
Agreement.   This Agreement and the
other Operative Documents constitute the entire agreement and understanding of
Seller and Buyer with respect to the subject matter hereof and thereof.  No amendment, waiver or other modification to
this Agreement or any other Operative Document shall be effective unless in
writing signed by the party against whom enforcement is sought.


12.3         Notices.  All notices, demands and other communications
required or permitted under the terms hereof shall be in writing (which shall
include facsimile and electronic mail), in English, and shall be deemed given
and received:


(a)           if
sent by registered or certified mail, on the third Business Day after deposit
in the national mail service of the country from which it is sent, postage
prepaid, return receipt requested;


(b)           if
sent by any other means of physical delivery, e.g., hand delivery or
courier service, when delivered to the appropriate address provided below;


(c)           if
sent by facsimile, when transmitted to the appropriate facsimile number
provided below and the sender’s facsimile machine produces a transmission or
verification report confirming that such transmission has been sent; and


(d)           if
sent by electronic mail, when transmitted to the appropriate electronic mail
address provided below and the sender’s computer produces a transmission or
verification report confirming that such transmission has been sent.



 17
 









All such notices, demands and other communications
shall be addressed and/or transmitted by facsimile and/or e-mail to the
appropriate party at its address and/or facsimile number and/or electronic mail
address set forth below, or at such other address or facsimile number or
electronic mail address as such party may from time to time hereafter designate
to such other parties in writing:


	
  If to Seller:

  	
   

  	
  AWMS I

  
	
   

  	
   

  	
  c/o AWAS
  Aviation Services, Inc.

  
	
   

  	
   

  	
  One West Street,
  Suite 100-5

  
	
   

  	
   

  	
  New York, New York
  10004

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Facsimile No.:
  (+1-646) 274-1422

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E-Mail Address:
  notices@awas.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Buyer:

  	
   

  	
  Hawaiian Airlines, Inc.

  
	
   

  	
   

  	
  3375 Koapaka
  Street, Suite G-350

  
	
   

  	
   

  	
  Honolulu, Hawaii
  96819

  
	
   

  	
   

  	
  Attention: Executive
  Vice President

  
	
   

  	
   

  	
  and Chief Financial
  Officer

  
	
   

  	
   

  	
  Facsimile No.:
  (+1-808) 835-3695

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E-mail:
  Peter.Ingram@HawaiianAir.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ronald W.
  Goldberg, Esq.

  
	
   

  	
   

  	
  Orrick,
  Herrington & Sutcliffe LLP

  
	
   

  	
   

  	
  777 South
  Figueroa Street, Suite 3200

  
	
   

  	
   

  	
  Los Angeles,
  California 90017

  
	
   

  	
   

  	
  Facsimile No.:
  (+1-213) 612-2499

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E-Mail Address:
  rgoldberg@orrick.com

  



 


12.4         Governing
Law.    This Agreement shall in all
respects be governed by, and construed in accordance with, the laws of the
State of California, including all matters of construction, validity and
performance (without reference to conflicts of laws principles).  The parties hereto hereby agree to exclude
the application of the United Nations Convention on Contracts for the
International Sale of Goods (1980), as the same may be amended or superceded
from time to time.



 18
 









12.5         Submission
to Jurisdiction.   Seller and Buyer
each irrevocably and unconditionally:


(a)           consents
to any suit, action or proceeding arising out of or relating to this Agreement
or any other Operative Document being brought against it by the other party in
the United States District Court for the Central District of California or the
Superior Court of the State of California;


(b)           waives
any objection which it may have now or hereafter to the laying of the venue of
any such suit, action or proceeding under clause (a), above, in any such court,
or claim that any such suit, action or proceeding under clause (a), above, has
been brought in an inconvenient forum; and


(c)           acknowledges
the competence of any such court, submits to the non-exclusive jurisdiction of
any such court in any such suit, action or proceeding and agrees that the final
judgment in any such suit, action or proceeding brought in any such court shall
be conclusive and binding upon it and may be enforced against it in any other
court having jurisdiction over it without relitigation of the merits of the
matter adjudicated by such courts.


Seller and Buyer each agrees that service of process
may be made upon it personally or by mailing or delivering a copy of the
summons and complaint or other legal process in any such legal action or
proceeding to its address for notices specified in Section 12.3 (as the same
may be changed from time to time by written notice in accordance with Section
12.3).  Seller and Buyer each further
agrees to the service of process of any of the aforementioned courts in any
such action or proceeding by the mailing of the copies thereof by certified air
mail and in accordance with Applicable Law, postage prepaid, return receipt
requested, to it at its address for notices specified in Section 12.3 (as the
same may be changed from time to time by written notice in accordance with
Section 12.3), such service to be effective upon the date of receipt indicated
on the postal receipt returned from it. 
The foregoing provisions of this Section 12.5 shall not limit the rights
of Seller or Buyer to serve process in any other location or any other manner
permitted by Applicable Law or to bring any legal action or proceeding or to
obtain an attachment or execution of judgment in any competent jurisdiction.


12.6         Broker’s
Commission.   The Aircraft is being
sold without involvement of a broker. 
Should any Person assert any claim against Buyer or Seller for fees or
commissions by reason of any alleged employment to act as a broker for Seller
or Buyer in regard to this transaction, the party for which said Person claims
to have acted shall defend, indemnify, and hold harmless the other party from
and against all claims, demands, liabilities, damages, losses, judgments and
expenses of every kind (including, without limitation, reasonable attorneys’
fees and expenses) incurred by, arising out of or relating to such claim.


12.7         Confidentiality.     Neither Seller nor Buyer shall, without the
other’s prior written consent (which consent will not be unreasonably
withheld), communicate or disclose the terms of this Agreement or the other
Operative Documents, or the transactions contemplated hereby or thereby, or any
information or documents furnished pursuant hereto or thereto (“Confidential
Information”) to any third party (except to the extent that the same are within
the public domain through no fault of Seller or Buyer), other than to:



 19
 









(a)           the
respective legal and financial advisers, auditors, or insurance brokers or
underwriters of Seller or Buyer;


(b)           in
the case of Buyer, its technical inspectors/advisers and appraisers, but only
to the extent necessary for such technical inspectors/advisers and appraisers
to conduct the inspections expressly contemplated by this Agreement;


(c)           in
the case of Buyer, Buyer’s financing source (and its legal advisors) in order
to obtain any necessary financing for the purchase of the Aircraft;


(d)           the
Manufacturer of the Aircraft or the Engine Manufacturer of the Engines, and
their respective legal advisors, but only to the extent necessary to facilitate
the transactions and inspections contemplated hereby or by the other Operative
Documents;


(e)           the
Affiliates of Seller and Buyer;


(f)            the
extent required by generally accepted accounting principles, by Applicable Law,
by any procedure for discovery of documents in any proceedings before any
court, pursuant to any order of a court or other Government Entity, or in
connection with any litigation relating to the transactions contemplated by
this Agreement or the other Operative Documents.


Buyer and Seller each acknowledge that it shall bear
the responsibility for any unauthorized disclosure of any Confidential
Information by a third party to whom it has supplied Confidential Information.


12.9         Further
Assurances.   At the request of Buyer
or Seller, the other party shall promptly and duly execute and deliver to the
requesting party such documents and assurances and take such further action as
the requesting party may from time to time reasonably request in order to more
effectively carry out the intent and purpose of this Agreement and the other
Operative Documents and to establish and protect the rights, interests and
remedies created or intended to be created in favor of the parties hereunder
and under the other Operative Documents.


12.10       Counterparts;
Facsimile Execution.   This Agreement
may be executed in one or more counterparts, each of which shall constitute one
and the same instrument.  Delivery of an
executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of a manually executed counterpart.  Any party hereto delivering an executed
counterpart hereof by facsimile shall also deliver a manually executed counterpart,
but the failure to so deliver a manually executed counterpart shall not affect
the validity, enforceability, or binding nature hereof.



 20
 









12.11       Expenses.              Seller and Buyer shall each bear
its own costs and expenses in connection with the negotiation, execution, and
delivery of this Agreement and the other Operative Documents and the sale of
the Aircraft and the other transactions contemplated by this Agreement.


The prevailing party in any action or proceeding
between Seller and Buyer to enforce the terms of this Agreement shall be
entitled to recover from the other party all its costs and expenses, including
reasonable attorneys’ fees, incurred by such prevailing party in such action or
proceeding.


12.12       Severability
of Provisions. Any provision of this
Agreement which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction and to the
extent possible, be modified in such manner as to be valid, legal and
enforceable but so as to most nearly retain the intent of the parties, and if
such modification is not possible, shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


12.13       Survival.   All warranties, representations and
agreements of Seller and Buyer herein or in the other Operative Documents shall
survive the execution and delivery of this Agreement and the Closing of the
Aircraft.


12.14       No
Waiver of Enforcement.   Any failure
at any time of any Seller or Buyer to enforce any provision hereof or of any
other Operative Document shall not constitute a waiver of such provisions or
prejudice the right of either party to enforce such provision at any subsequent
time.


12.15       Airworthiness
Directives, Etc. Cost Sharing.  For
the avoidance of doubt, Seller and Buyer hereby confirm that Seller shall not
have any obligation to make any payment to Buyer pursuant to Article 6(d) of
the Lease.


[Remainder of page
intentionally left blank]



 21
 









IN WITNESS WHEREOF, the parties hereto have caused
this Purchase Agreement to be executed by their respective duly authorized
officer as of the date first set forth above.


	
  

  	
  AWMS I, Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HAWAIIAN
  AIRLINES, INC., Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


 


 


Signature
Page to Purchase Agreement (28139)



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