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                                                                   EXHIBIT 10.46


                   AMENDED AND RESTATED LOAN AGREEMENT - 1996

          THIS is an agreement (the "Agreement") made this 31st day of December,
1996, by FIRST HAWAIIAN BANK, a Hawaii corporation, and BANK OF HAWAII, a
Hawaii corporation, as lenders, and ALOHA AIRLINES, INC., a Delaware
corporation, as borrower.

          This Agreement amends and restates in its entirety that certain Loan
Agreement dated July 30, 1990, as amended and restated by that certain Amended
and Restated Loan Agreement dated June 30, 1993, as the same have been amended
from time to time. This Agreement increases the "Commitment" thereunder to
Twenty Million Dollars, extends the Maturity Date to June 30, 1998, and
contains certain other modifications to the terms of the credit facility.

          In consideration of the mutual covenants hereinafter set forth and
intending to be legally bound thereby, the Borrower and the Lenders agree that,
effective as of December 31, 1996, the Loan Agreement dated July 30, 1990, as
amended and restated in its entirety by the Amended and Restated Loan Agreement
dated June 30, 1993, as the same have been amended, shall be further amended to
read in its entirety as follows:

SECTION 1. DEFINITIONS.

          As used in this Agreement, each of the following terms shall have the
meaning set forth below with respect thereto:

          "ADVANCE" means a disbursement of loan proceeds pursuant to the terms
and conditions set forth in Section 2 of this Agreement.

          "AGENT" means First Hawaiian Bank, in its capacity as agent for the
Lenders hereunder.

          "AGENT'S FEE" means the amount payable by the Borrower to the Agent on
the Closing Date, as provided in that certain letter agreement executed
concurrently herewith by the Borrower and the Agent.


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          "BANKING DAY" means a day on which First Hawaiian Bank and Bank of
Hawaii are open for business in the State of Hawaii.

          "BORROWER" means Aloha Airlines, Inc., a Delaware corporation.

          "CAPITAL LEASE" means any lease of any property (whether real,
personal or mixed) which, in conformity with GAAP, is or should be accounted
for as a Capital Lease on a balance sheet.

          "CASH FLOW" means, with respect to the Consolidated Group, the sum of
(a) the net income of the Consolidated Group (excluding non-recurring gains and
losses), PLUS (b) the sum of the following, to the extent deducted in
determining net income: (i) depreciation and amortization allowances, (ii)
interest expense (including Payments in Kind and imputed interest on Capital
Leases), and (iii) deferred taxes, and less (c) the change in the excess of
non-cash current assets over current liabilities (other than those pertaining
to unearned transportation revenue and payment of principal, interest or taxes)
calculated on a rolling four quarters basis and computed at the end of each
Quarter.

          "CLOSING DATE" means the date on which the Agent determines that all
of the conditions set forth in Section 4 of this Agreement have been satisfied.

          "COMMITMENT" means the Lenders' agreement to make Advances of loan
proceeds to the Borrower, and First Hawaiian Bank's agreement to issue Letters
of Credit for the account of the Borrower, pursuant to, but subject to the
terms and conditions of, this Agreement and, where the context so requires, the
aggregate principal amount of all Advances disbursed or to be disbursed, and
all Letters of Credit issued or to be issued, thereunder. The amount of the
Commitment shall be TWENTY MILLION AND N0/100 DOLLARS ($20,000,000.00).

          "CONSOLIDATED GROUP" means Aloha Airgroup, Inc., a Hawaii corporation,
Aloha Airlines, Inc., a Delaware corporation and Aloha IslandAir, Inc., a
Delaware corporation.


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          "DEBT SERVICE" means the sum of regularly scheduled principal
payments, interest payments, payments under Capital Leases and dividends
declared and payable (if permitted under the provisions of this Agreement) made
by the Borrower, or by the Guarantor on a consolidated basis, calculated on a
rolling four quarters basis and computed at the end of each Quarter.

          "EVENT OF DEFAULT" means any of the events described in Section 7.1 of
this Agreement.

          "FIXED CHARGE COVERAGE RATIO" means, with respect to the Consolidated
Group, Cash Flow divided by Debt Service.

          "FACILITY FEE" means an annual fee in an amount equal to the
percentage represented by the applicable Facility Fee Percentage, multiplied by
the amount of the Commitment, payable by the Borrower to the Agent quarterly in
arrears (40% of which shall be remitted by First Hawaiian Bank to Bank of
Hawaii upon receipt, as provided in Section 6.6 of this Agreement).

          "FACILITY FEE PERCENTAGE" means (a) one-fourth of one (.25)
percentage point whenever the Tangible Net Worth of the Consolidated Group is
$30,000,000 or above; (b) one-fourth of one (.25) percentage point whenever the
Tangible Net Worth of the Consolidated Group is at least $22,000,000 but less
than $30,000,000; (c) three-eighths of one (.375) percentage point whenever the
Tangible Net Worth of the Consolidated Group is at least $15,000,000 but less
than $22,000,000; (d) one-half of one (.50) percentage point whenever the
Tangible Net Worth of the Consolidated Group is at least $8,000,000 but less
than $15,000,000; and (e) one (1.0) percentage point whenever the Tangible Net
Worth of the Consolidated Group is less than $8,000,000. The date for
determining the applicable Facility Fee Percentage for each Quarter shall be
sixty days after the end of the previous Quarter (i.e., the date by which the
Borrower is required to provide quarterly financial statements and a
calculation of the Tangible Net Worth of the Consolidated Group as of the
Quarter that ended, as provided in Section 6.10(a) of this Agreement.)


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          "GAAP" means generally accepted accounting principles.

          "GUARANTOR" means Aloha Airgroup, Inc., a Hawaii corporation.

          "GUARANTY" means the Amended and Restated Guaranty dated the date of
this Agreement, executed by the Guarantor in favor of the Lenders, guaranteeing
the due and punctual payment of the Note, and the observance and performance by
the Borrower of all of the Borrower's obligations under the Loan Documents.

          "LENDERS" means First Hawaiian Bank, a Hawaii corporation, and Bank of
Hawaii, a Hawaii corporation.

          "LETTER OF CREDIT" means a standby letter of credit, issued by First
Hawaiian Bank at the request of, and for the account of, the Borrower, as
provided in Section 2.3 of this Agreement.

          "LETTER OF CREDIT FEE" means an annual fee in an amount equal to the
percentage represented by the applicable Letter of Credit Fee Percentage,
multiplied by the amount of each Letter of Credit issued hereunder, payable by
the Borrower to First Hawaiian Bank quarterly in advance (40% of which shall
be remitted by First Hawaiian Bank to Bank of Hawaii upon receipt, as provided
in Section 6.7 of this Agreement).

          "LETTER OF CREDIT FEE PERECENTAGE" means (a) one and one-fourth (1.25)
percentage points whenever the Tangible Net Worth of the Consolidated Group
is $30,000,000 or above; (b) one and one-half (1.50) percentage points whenever
the Tangible Net Worth of the Consolidated Group is at least $22,000,000 but
less than $30,000,000; (c) one and one-half (1.50) percentage points whenever
the Tangible Net Worth of the Consolidated Group is at least $15,000,000 but
less than $22,000,000; (d) one and one-half (1.50) percentage points whenever
the Tangible Net Worth of the Consolidated Group is at least $8,000,000 but
less than $15,000,000; and (e) one and three-fourths (1.75) percentage points
whenever the Tangible Net Worth of the Consolidated Group is less than
$8,000,000. The preliminary estimated Letter of Credit Fee Percentage in


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effect from the date of this Note through March 31, 1997, shall be one and
one-half (1.50) percentage points. After the Agent has received the quarterly
financial statements and calculation of the Tangible Net Worth of the
Consolidated Group, as provided in Section 6.10(a) of this Agreement,
applicable to such period (which are to be provided by March 1, 1997), the
Borrower and the Agent shall adjust the amounts actually paid during such
period (the Borrower paying any shortfall to the Agent and the Agent crediting
the Borrower for any overpayment) at and as of the end of such period.
Thereafter, the calculation of the Tangible Net Worth of the Consolidated Group
for the previous Quarter shall be used to estimate the applicable Letter of
Credit Fee Percentage for the next Quarter, and the Borrower and the Agent
shall adjust the amounts actually paid during such Quarter, as described above,
upon receipt by the Agent of the quarterly financial statements and calculation
of the Tangible Net Worth of the Consolidated Group for the actual Quarter
under consideration.

          "LOAN DOCUMENTS" means all of the documents and instruments executed
by or for the benefit of the Borrower in connection with the Commitment,
including, without limitation, this Agreement, the Note, the Guaranty, the
Stock Pledge, the Negative Pledge Agreement and the Subordination Agreement.

          "MATURITY DATE" means (a) June 30, 1998, or (b) the date, following
the occurrence of an Event of Default, on which the Agent notifies the Borrower
that the entire Principal Balance, together with all accrued interest thereon,
the amount of all outstanding Letters of Credit, and all fees, charges,
expenses and other sums payable under this Agreement and the other Loan
Documents, shall become due and payable.

          "NEGATIVE PLEDGE AGREEMENT" means the Amended and Restated Negative
Pledge Agreement dated the date of this Agreement, executed by the Borrower in
favor of the Lenders, in which the Borrower agrees, among other matters, not to
encumber or further encumber any


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asset owned by the Borrower at the Closing Date or acquired by the Borrower
after the Closing Date, except as otherwise provided therein.

          "NOTE" means the Amended and Restated Promissory Note - 1996 dated the
date of this Agreement, executed by the Borrower in favor of the Lenders,
evidencing the Borrower's agreement to repay the Principal Balance hereunder,
together with interest thereon, as provided therein.

          "PAYMENTS IN KIND" means the issuance of additional subordinated
debentures by the Guarantor in lieu of interest (at the rate of 7% per annum)
if payment of interest in cash is prohibited under the terms of this Agreement.

          "PREFERRED STOCK" means Series B Preferred Stock.

          "PRINCIPAL BALANCE" means (i) the aggregate outstanding principal
balance of all Advances, (ii) the aggregate principal amount of all Letters of
Credit that have been negotiated, and (iii) upon the occurrence of an Event of
Default, the aggregate principal amount of all Letters of Credit that are
issued and outstanding.

          "QUARTER" means any one of the following three-calendar-month
periods in any calendar year: April 1 to and including June 30; July 1 to and
including September 30; October 1 to and including December 31; and January 1
to and including March 31.

          "SERIES B PREFERRED STOCK" means the Series B Cumulative Convertible
Participating Preferred Stock issued by the Guarantor.

          "STOCK PLEDGE" means that certain Amended and Restated Stock Pledge
and Security Agreement dated the date of this Agreement, executed by the
Guarantor and the Lenders, pledging to the Lenders the Guarantor's stock in the
Borrower.

          "SUBORDINATED DEBENTURES" means the 7% Convertible Subordinated
Debentures due 2002 issued by the Guarantor in the aggregate amount of
$7,000,000.00.


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          "SUBORDINATION AGREEMENT" means the Amended and Restated Subordination
Agreement dated the date of this Agreement, executed by the current owners of
the Guarantor who purchased the Subordinated Debentures and the Series B
Preferred Stock, acknowledging that the rights such owners have under the
Subordinated Debentures and the Series B Preferred Stock are subordinate to and
agreeing that such rights will remain subordinate to the entire indebtedness
outstanding under the Commitment.

          "TANGIBLE NET WORTH" means the excess of Total Assets of the
Consolidated Group over Total Liabilities of the Consolidated Group, as
determined in accordance with GAAP.

          "TOTAL ASSETS" means all items of property owned by the Consolidated
Group which, in accordance with GAAP, would be included as an asset on the
balance sheet as of the date to which assets are to be determined, EXCLUDING,
HOWEVER, (a) all assets which would be classified as intangible assets under
GAAP, such as, goodwill (whether representing the excess of cost over book
value of assets acquired or otherwise), patents, trademarks, trade names,
copyrights, franchises, and deferred charges (including, without limitation,
organization costs, and research and development costs), (b) treasury stock and
minority interests in subsidiaries, (c) cash set apart and held in a sinking or
other analogous fund established for the purpose of redemption or other
retirement of capital stock, (d) to the extent not already deducted from total
assets, reserves for depreciation, depletion, obsolescence or amortization of
properties and all other reserves or appropriations of retained earnings which,
in accordance with GAAP, should be established in connection with the business
conducted by the relevant corporation, and (e) any evaluation or other write-up
in book value of assets subsequent to December 31, 1996.

          "TOTAL LIABILITIES" means the principal amount of all items of
indebtedness and other obligations of the Consolidated Group which, in
accordance with GAAP, would be included as a liability on the balance sheet as
of the date to which liabilities are to be determined, including,


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without limitation, (i) indebtedness for borrowed money or for the deferred
purchase price of property or services, (ii) obligations as lessee under leases
which shall have been or should be, in accordance with GAAP, recorded as
Capital Leases, (iii) reserves for loan losses and (iv) obligations under
direct or indirect guarantees (except for letters of credit securing workers'
compensation insurance and leases, completion bonds and guaranties, insurance
bonds, customs bonds, litigation bonds, bonds issued in favor of airline
clearinghouses (such as ARC), improvement bonds, and warranty and maintenance
bonds required in the ordinary course of business) and obligations (contingent
or otherwise) to purchase or otherwise acquire, or otherwise assure a creditor
against loss in respect of, indebtedness or obligations of others (other than
the Payments in Kind and Preferred Stock to the extent the same may be deemed
to constitute a liability of the Guarantor).

SECTION 2. THE COMMITMENT.

          2.1     AMOUNT.

                  (a) The Lenders agree, during the term of this Agreement, but
subject to the terms and conditions contained herein, to make Advances to the
Borrower, and First Hawaiian Bank agrees, from the Closing Date until May 31,
1998, but subject to the terms and conditions contained herein, to issue
Letters of Credit for the account of the Borrower, in the aggregate amount
which shall not exceed, at any one time, the amount of the Commitment. Within
the limits of the Commitment, and subject to the terms and conditions contained
herein, the Borrower may borrow, repay and reborrow.

                  (b) The Commitment, with respect to Advances as well as
Letters of Credit, shall be shared, 40% by Bank of Hawaii and 60% by First
Hawaiian Bank, although First Hawaiian Bank will be the issuing bank for all
Letters of Credit. If either Lender fails to disburse its share of any Advance
as specified herein, the other Lender shall have no liability


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to the Borrower, or any third party, if such other Lender declines to disburse
more than its share of such Advance, or to have outstanding more than its share
of the Principal Balance.

          2.2 ADVANCES. Applications for each desired Advance under this
Agreement shall be made by the Borrower in accordance with the terms and
provisions of the Note. The Borrower shall use the proceeds of the Advances for
general corporate purposes, consistent with its airline operations, and for
such other purposes as the Lenders may approve.

          2.3 LETTERS OF CREDIT. Applications for each desired Letter of Credit
under this Agreement shall be made by the Borrower to First Hawaiian Bank on an
Application and Agreement for Standby Letter of Credit in the form attached
hereto as Exhibit "1" and made a part hereof (as the same may be revised by
First Hawaiian Bank from time to time), delivered to First Hawaiian Bank no
later than three (3) Banking Days prior to the date the Letter of Credit is
desired. Each Letter of Credit shall be for an amount which is at least
$50,000.00. The expiry date of any Letter of Credit shall be no later than June
29, 1998. The aggregate amount of all Letters of Credit issued and outstanding
at any one time may not exceed Twelve Million Dollars ($12,000,000.00), and the
amount of the Commitment available to the Borrower for Advances shall be
reduced by the aggregate amount of all Letters of Credit issued and outstanding
at any one time. In addition to the Letter of Credit Fee payable by the
Borrower pursuant to Section 6.7 of this Agreement, the Borrower shall, at the
time of the issuance of each Letter of Credit, pay to First Hawaiian Bank its
standard letter of credit issuance fee. Upon the negotiation of any Letter of
Credit and the payment by the Lenders of the amount drawn thereunder, the
amount so drawn shall become and be deemed part of the Principal Balance. Upon
the occurrence of an Event of Default hereunder, the full amount of any
outstanding Letter of Credit shall become and be deemed part of the Principal
Balance. The Letters of Credit shall be issued for general corporate purposes,
consistent with the Borrower's


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airline operations, and for such other purposes as the Lenders may approve. The
Borrower and the Lenders acknowledge and agree that the eight (8) existing
letters of credit described in Schedule "1" attached hereto and made a part
hereof shall be deemed "Letters of Credit" under, and shall be covered by, the
terms of this Agreement.

          2.4 INTEREST. Interest on the Principal Balance shall accrue as
provided in the Note. Interest shall not accrue on any Letters of Credit until
the same have been negotiated by the beneficiary and paid by the Lenders.

          2.5 PAYMENTS. The Borrower shall pay to the Lenders through the Agent
interest on the Principal Balance as provided in the Note. The Borrower shall
repay the Principal Balance, all accrued but unpaid interest thereon, and all
fees, charges and other sums payable under the Loan Documents, to the Lenders
on the Maturity Date. The Borrower may prepay principal on the terms and
conditions set forth in the Note.

          2.6 STOCK PLEDGE. In order to secure the due and punctual payment of
the Note, and the observance and performance by the Borrower of all of its
obligations under the Loan Documents, the Borrower shall, on or before the
Closing Date, deliver to the Lenders, through the Agent, the Stock Pledge, in
form and substance satisfactory to the Lenders.

          2.7 SUBORDINATION AGREEMENT. The Borrower shall, on or before the
Closing Date, deliver to the Lenders, through the Agent, the Subordination
Agreement, in form and substance satisfactory to the Lenders.

          2.8 CLOSING. Closing of the Commitment shall be subject to the
satisfaction of all of the conditions precedent set forth in Section 4 of this
Agreement.

SECTION 3. REPRESENTATIONS AND WARRANTIES BY THE BORROWER. The Borrower
represents and warrants to the Lenders that:

          3.1 ORGANIZATION, STANDING AND AUTHORITY OF BORROWER. The Borrower is
a Delaware


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corporation duly registered, validly existing and in good standing under the
laws of the State of Delaware, is authorized to do business in the State of
Hawaii, and has all requisite power and authority to carry on the business and
to own the property that it now carries on and owns. The Borrower has all
requisite power and authority to execute and deliver the Loan Documents and to
observe and perform all of the provisions and conditions thereof. The execution
and delivery of the Loan Documents have been duly authorized by the Board of
Directors of the Borrower and, to the extent required by law, by the
stockholders of the Borrower, and no other corporate action of the Borrower is
requisite to the execution and delivery of the Loan Documents.

          3.2 TAX RETURNS AND PAYMENTS. All tax returns and reports of the
Borrower and the Guarantor required by law to be filed have been duly filed and
all taxes, assessments, contributions, fees and other governmental charges
(other than those presently payable without penalty or interest and those which
have been disclosed to the Lenders but which are currently being contested in
good faith) upon the Borrower or the Guarantor or upon the properties or assets
or income of the Borrower or the Guarantor, which are due and payable, have
been paid.

          3.3 LITIGATION. There is, to the knowledge of the Borrower, no
action, suit, proceeding or investigation pending at law or in equity or before
any federal, state, territorial, municipal or other governmental department,
commission, board, bureau, agency or instrumentality or threatened against or
affecting the Borrower or the Guarantor, which might materially adversely
affect the Borrower's ability to perform its obligations under the Loan
Documents or the Guarantor's ability to perform its obligations under the
Guaranty.

          3.4 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME. The Borrower
is not in violation of or in default with respect to any term or provision of
its Certificate of Incorporation or Bylaws or any mortgage, indenture,
contract, agreement or instrument applicable to the Borrower or by which it may
be bound; and the execution, delivery, performance of and


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compliance with each and all of the Loan Documents will not result in any such
violation or be in conflict with or constitute a default under any such term or
provision or result in the creation of any mortgage, lien or charge on any of
the properties or assets of the Borrower not contemplated by this Agreement;
and there is no term or provision of its Certificate of Incorporation or
Bylaws, or any mortgage, indenture, contract, agreement or instrument
applicable to the Borrower or by which it may be bound, which may adversely
affect the business or prospects or condition (financial or other) of the
Borrower or of any of its properties or assets.

          3.5 COMPLIANCE WITH LAW. The consummation of the transactions
contemplated by the Loan Documents will not conflict with or result in a breach
of any law, statute, ordinance, regulation, order, writ, injunction, judgment
of any court or governmental instrumentality, domestic or foreign.

          3.6 GOVERNMENTAL AUTHORIZATION. No consent, approval or authorization
of, or registration, declaration or filing with, any governmental or public
body or authority in connection with the valid execution and delivery of each
of the Loan Documents is required or, if required, such consent, approval,
order or authorization shall have been obtained prior to the Closing Date.

          3.7 FINANCIAL STATEMENTS. All financial statements heretofore
delivered to the Lenders by the Borrower or the Guarantor are true and correct
in all respects, and fairly represent the financial condition of the Borrower
and the Guarantor as of the dates thereof; and no material, adverse changes
have occurred in the financial condition reflected therein since the respective
dates thereof.

          3.8 BROKERS, FINDERS AND AGENTS. The Borrower has not employed or
engaged any broker, finder or agent who may claim a commission or fee or other
compensation with respect


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to the Commitment. The Borrower will indemnify and hold the Lenders harmless
from any and all claims of brokers or other claims for commissions or fees in
connection with the Commitment and will further hold the Lenders harmless and
indemnify the Lenders against all losses, damages, costs and charges (including
attorneys' fees) which the Lenders may sustain because of such claims or in
consequence of defending against such claims.

          3.9 CHARACTER OF REPRESENTATIONS AND WARRANTIES. None of the financial
statements or any certificate or statement furnished to the Lenders by or on
behalf of the Borrower or the Guarantor in connection with the Commitment, and
none of the representations and warranties in this Agreement, contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein or herein not misleading. To
the best knowledge of the Borrower, there is no fact which materially adversely
affects or in the future (so far as the Borrower can now foresee) may
materially adversely affect the ability of the Borrower or the Guarantor to
observe or perform its obligations under the Loan Documents which has not been
set forth herein or in a certificate or opinion of counsel or other written
statement furnished to the Lenders by or on behalf of the Borrower or the
Guarantor.

SECTION 4. CONDITIONS OF THE LENDERS' AND FIRST HAWAIIAN BANK'S OBLIGATION.

          The Lenders' obligation to make Advances hereunder, and First Hawaiian
Bank's obligation to issue Letters of Credit hereunder, are subject to the
fulfillment, to their reasonable satisfaction, of the following conditions:

          4.1 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING. The
representations and warranties contained in Section 3 of this Agreement and
otherwise made by or on behalf of the Borrower or the Guarantor in connection
with the Commitment shall be true and correct as of the time of each request
by the Borrower for an Advance or for the issuance of a Letter of Credit
hereunder, with the same effect as if made at such time.


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          4.2 EXECUTION OF LOAN DOCUMENTS. The Borrower shall have delivered to
the Lenders and the Lenders shall have approved, all of the Loan Documents,
duly executed by the appropriate parties.

          4.3 EXPENSES. The Borrower shall have paid to the Lenders on the
Closing Date all of the fees and expenses provided for in Section 6.4 which the
Lenders shall determine to be due and payable as of the Closing Date.

          4.4 NO EVENT OF DEFAULT. There shall exist at the time each Advance is
made and at the time each Letter of Credit is issued, no condition or event
which would constitute an Event of Default or which, after notice or lapse of
time, or both, would constitute an Event of Default.

          4.5 OPINION OF COUNSEL. The Borrower shall have delivered to the
Lenders and the Lenders shall have approved, an opinion of legal counsel for
the Borrower and the Guarantor, in substantially the form set forth in Exhibit
"2" attached hereto and made a part hereof.

SECTION 5. MAKING OF ADVANCES AND ISSUANCE OF LETTERS OF CREDIT. Each Advance
shall be made and each Letter of Credit shall be issued upon and subject to the
following terms and conditions:

          5.1 APPLICATION FOR ADVANCES AND LETTERS OF CREDIT. Applications for
Advances shall be made as provided in the Note. Applications for issuance of
Letters of Credit shall be made as provided in Section 2.3 hereof. Each
application for an Advance and each application for issuance of a Letter of
Credit shall be deemed a certification by the Borrower that, as of the date of
such application, all representations and warranties contained in Section 3 are
true and correct, and the Borrower is in compliance with all of the provisions
of Sections 4 and 5 of this Agreement. All statements contained in any such
application shall be deemed a representation and warranty made by the Borrower
in connection with the Commitment.

          5.2 CONDITIONS PRECEDENT TO EACH ADVANCE. The Lenders' obligation to
make each


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Advance hereunder shall be subject to the fulfillment, to the Lenders'
satisfaction, as of the time of application and as of the time of the Advance,
of all of the conditions precedent set forth in this Section 5.2:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in any application for an Advance, or in Section 3 of this
Agreement, or otherwise made by or on behalf of the Borrower in connection with
the Commitment, shall be true and correct as of the time of each Advance made
by the Lenders under this Agreement, with the same effect as if made at such
time.

                  (b) NO EVENT OF DEFAULT. There shall exist at the time of each
Advance no condition which would constitute an Event of Default or which, after
notice or lapse of time, or both, would constitute an Event of Default.

                  (c) PAYMENT OF EXPENSES AND FEES. The Borrower shall have paid
to the Lenders all expenses provided for in Section 6.4 and all Agent's Fees,
Facility Fees, and Letter of Credit Fees provided for in Sections 6.5, 6.6 and
6.7 which the Lenders shall determine to be due.

                  (d) INSOLVENCY, BANKRUPTCY, ETC. The Borrower shall not have
become insolvent; or made an assignment for the benefit of creditors; or failed
generally to pay its debts as they become due; or become the subject of an
order for relief in an involuntary case under the bankruptcy laws as now or
hereafter constituted, and such order shall remain in effect and unstayed for a
period of sixty (60) consecutive days; or commenced a voluntary case under the
bankruptcy laws as now or hereafter constituted; or filed any petition or
answer seeking for itself any arrangement, composition, adjustment,
liquidation, dissolution or similar relief to which it may be entitled under
any present or future statute, law or regulation; or filed any answer admitting
the material allegations of any petition filed against it in any such
proceedings; or


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sought or consented to or acquiesced in the appointment of, or taking
possession by, any custodian, trustee, receiver or liquidator of it or of all
or a substantial part of its properties or assets; or taken any action looking
to its dissolution or liquidation; or within sixty (60) days after commencement
of any proceedings against it seeking any arrangement, composition, adjustment,
liquidation, dissolution or similar relief to which it may be entitled under
any present or future statute, law or regulation, such proceeding shall not
have been dismissed; or within sixty (60) days after the appointment of, or
taking possession by, any custodian, trustee, receiver or liquidator of any or
of all or a substantial part of its properties or assets, without its consent
or acquiescence, any such appointment or possession shall not have been vacated
or terminated.

          5.3 CONDITIONS PRECEDENT TO EACH LETTER OF CREDIT. First Hawaiian
Bank's obligation to issue each Letter of Credit hereunder shall be subject to
the fulfillment, to its satisfaction, as of the time of application and as of
the time the Letter of Credit is issued, of all of the conditions precedent set
forth in this Section 5.3:

                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties contained in any application for issuance of a Letter of Credit, or
in Section 3 of this Agreement, or otherwise made by or on behalf of the
Borrower in connection with the Commitment, shall be true and correct as of the
time each Letter of Credit is issued, with the same effect as if made at such
time.

                  (b) NO EVENT OF DEFAULT. There shall exist at the time of the
issuance of each Letter of Credit, no condition which would constitute an Event
of Default or which, after notice or lapse of time, or both, would constitute
an Event of Default.

                  (c) PAYMENT OF EXPENSES AND FEES. The Borrower shall have paid
to First Hawaiian Bank all expenses provided for in Section 6.4 and all Agent's
Fees, Facility Fees and Letter of Credit Fees provided for in Sections 6.5, 6.6
and 6.7 which the Lenders shall


                                       16
<PAGE>

determine to be due.

                  (d) INSOLVENCY, BANKRUPTCY, ETC. The Borrower shall not have
become insolvent; or made an assignment for the benefit of creditors; or failed
generally to pay its debts as they become due; or become the subject of an
order for relief in an involuntary case under the bankruptcy laws as now or
hereafter constituted, and such order shall remain in effect and unstayed for a
period of sixty (60) consecutive days; or commenced a voluntary case under the
bankruptcy laws as now or hereafter constituted; or filed any petition or
answer seeking for itself any arrangement, composition, adjustment,
liquidation, dissolution or similar relief to which it may be entitled under
any present or future statute, law or regulation; or filed any answer admitting
the material allegations of any petition filed against it in any such
proceedings; or sought or consented to or acquiesced in the appointment of, or
taking possession by, any custodian, trustee, receiver or liquidator of it or
of all or a substantial part of its properties or assets; or taken any action
looking to its dissolution or liquidation; or within sixty (60) days after
commencement of any proceedings against it seeking any arrangement,
composition, adjustment, liquidation, dissolution or similar relief to which it
may be entitled under any present or future statute, law or regulation, such
proceeding shall not have been dismissed; or within sixty (60) days after the
appointment of, or taking possession by, any custodian, trustee, receiver or
liquidator of any or of all or a substantial part of its properties or assets,
without its consent or acquiescence, any such appointment or possession shall
not have been vacated or terminated.

          5.4 CONDITIONS ARE SOLELY FOR BENEFIT OF THE LENDERS. All
conditions of the obligations of the Lenders to make Advances
hereunder and of First Hawaiian Bank to issue Letters of Credit hereunder,
are imposed solely and exclusively for the benefit of the Lenders and First
Hawaiian Bank, their respective successors and assigns, and no other person
shall have standing to require satisfaction of such conditions in accordance
with their terms, and no other person


                                       17
<PAGE>

shall, under any circumstances, be deemed to be the beneficiary of such
conditions, any or all of which may be freely waived, in whole or in part, by
the Lenders and First Hawaiian Bank at any time if, in their sole judgment, the
Lenders and First Hawaiian Bank deem it advisable to do so.

SECTION 6. OTHER COVENANTS OF THE BORROWER.

         The Borrower covenants and agrees with the Lenders as follows:

          6.1 INFORMATION. The Borrower shall (a) furnish directly to each
Lender with reasonable promptness such data and information, financial or
otherwise, (including such financial information as may be required in any
separate agreement between the Borrower and the Lenders) concerning the
Borrower and/or the Guarantor as from time to time may reasonably be requested
by the Lenders, including, but not limited to, any filings made with the
Securities and Exchange Commission; (b) promptly notify each Lender of any
condition or event which constitutes a breach or event of default of any
covenant, condition, warranty, representation or provision of any of the Loan
Documents, and of any materially adverse change in the financial condition or
operations of the Borrower; and (c) furnish directly to each Lender not more
than sixty (60) days after the end of each financial Quarter of the Borrower a
certificate of the Borrower, signed by an authorized executive officer of the
Borrower, to the effect that the signer has reviewed the relevant terms of this
Agreement, the Stock Pledge and the Negative Pledge Agreement, and has made, or
caused to be made under his supervision, a review of the transactions and
condition of the Borrower during such financial Quarter, and that such review
has not disclosed the occurrence during such period, and that the signer does
not have knowledge of the existence as at the date of such certificate, of any
Event of Default, or, if any Event of Default has occurred or exists,
specifying the nature and period of existence thereof and what action the
Borrower has taken or is taking or proposes to take with respect thereto.


                                       18
<PAGE>

          6.2 PAYMENT OF TAXES. The Borrower shall pay or cause to be paid all
taxes, assessments, or other governmental charges levied upon any of its
properties or assets, or in respect of its income before the same become
delinquent, except that the Borrower will have the right to contest assessments
and other charges in the manner provided in Section 7.2.

          6.3 INDEMNIFICATION OF THE LENDERS. The Borrower shall indemnify and
hold the Lenders harmless from any and all claims asserted against the Lenders
by any person, entity or governmental authority arising out of or in connection
with the Commitment except for claims arising out of the Lenders' gross
negligence or wilful misconduct. The Lenders shall be entitled to appear in any
action or proceeding to defend themselves against such claims, and all
reasonable costs incurred by the Lenders in connection therewith, including
reasonable attorneys' fees, shall be reimbursed by the Borrower to the Lenders
within ten (10) days after presentment, as provided in Section 6.4. Any failure
to so reimburse the Lenders within the specified time period shall constitute
an Event of Default under this Agreement, and the unreimbursed amount shall
thereupon be added to the Principal Balance, and shall bear interest at the
default rate specified in the Note.

          The Lenders shall, at their sole option, be entitled to settle or
compromise any asserted claim against them, and such settlement shall be
binding upon the Borrower for purposes of this indemnification. Payment thereof
by the Lenders or the payment by the Lenders of any judgment or claim
successfully perfected against the Lenders shall constitute an additional
Advance hereunder, shall bear interest at the default rate specified in the
Note until paid, and shall be payable upon demand of the Lenders. The
agreements contained in this section shall survive termination of the
Commitment and any other portions of this Agreement.

          6.4 EXPENSES. Whether or not the transactions hereby contemplated
shall be consummated, the Borrower shall assume and pay upon demand of the
Lenders:


                                       19
<PAGE>

                  (a) All reasonable out-of-pocket expenses incurred by the
Lenders or either of them in connection with the making and continued
administration of any portion of the Commitment, including, but not limited to,
the reasonable fees and disbursements and expenses of legal counsel for the
Lenders;

                  (b) Any and all advances or payments made by the Lenders
pursuant to this Agreement or any other Loan Documents, and other similar or
dissimilar reasonable expenses and charges in connection with the
administration, servicing or collection of any portion of the Commitment,
including restructuring of the Commitment, all of which shall constitute an
additional liability owing by the Borrower to the Lenders; and

                  (c) All costs and expenses, including, but not limited to,
reasonable attorneys' fees, incurred by the Lenders as a result of an Event of
Default or for the purpose of negotiating a resolution of any default (whether
by means of refinancing or otherwise and whether or not successful) or for the
purpose of effecting collection of the amounts outstanding under the
Commitment, principal, interest, fees and charges, or any other sums required
to be paid by the Borrower pursuant to any of the Loan Documents, when the same
shall become due and payable (whether at the stated maturity thereof or upon
any acceleration of the maturity thereof).

          6.5 AGENT'S FEE. The Borrower shall pay the Agent's Fee to the Agent
on the Closing Date.


          6.6 FACILITY FEE. The Borrower shall pay the Facility Fee to the
Agent, quarterly in arrears (40% of which shall be remitted by First Hawaiian
Bank to Bank of Hawaii upon receipt), based on a 365-day year and the actual
number of days elapsed, the first payment to be due March 31, 1997.

          6.7 LETTER OF CREDIT FEE. The Borrower shall pay to First Hawaiian
Bank, for each Letter of Credit issued and outstanding, the Letter of Credit
Fee, aggregated quarterly, such


                                       20



<PAGE>

payment to be made quarterly in advance, based on a year of 360 days and the
actual days elapsed. First Hawaiian Bank shall retain for its own account 60%
of each payment of the Letter of Credit Fee made by the Borrower, and shall
remit to Bank of Hawaii 40% of each payment of the Letter of Credit Fee made
by the Borrower upon receipt by First Hawaiian Bank.

          6.8 MINIMUM CONSOLIDATED TANGIBLE NET WORTH. The Consolidated Group
shall at all times maintain a Tangible Net Worth of not less than $7,000,000.00
plus (i) 50% of the cumulative annual consolidated net profit (before
dividends) of the Consolidated Group, beginning with the year ended December
31, 1997, without deduction for any annual loss, and (ii) 75% of the amount
received from any infusion of new equity or issuance of new capital stock.

          6.9 MINIMUM FIXED CHARGE COVERAGE RATIO. The Consolidated Group shall
at all times maintain a minimum Fixed Charge Coverage Ratio of not less than
1.05 to 1.

          6.10 FINANCIAL STATEMENTS. The Borrower shall furnish to the Agent
the following:

                  (a) as soon as available, but not later than sixty (60) days
after the end of each fiscal Quarter of the Borrower, company-prepared
quarterly consolidated financial statements of the Consolidated Group for such
Quarter, prepared in accordance with GAAP, and the compliance certificate
referred to in Section 6.1(c) of this Agreement, together with a calculation
of the Tangible Net Worth for the Consolidated Group and the Fixed Charges
Coverage Ratio for such Quarter.

                  (b) as soon as available, but not later than one hundred
twenty (120) days after the end of each fiscal year of Aloha Airgroup, Inc.,
(i) consolidated audited financial statements of Aloha Airgroup, Inc., for such
fiscal year, prepared in accordance with GAAP, and accompanied by the opinion
of independent certified public accountants of recognized standing, containing
no qualifications, or only such qualification as are reasonably acceptable to
the


                                       21
<PAGE>

Lenders, and (ii) internal, company-prepared consolidating financial statements
of Aloha Airgroup, Inc., including the operations of its subsidiaries, Aloha
Airlines, Inc., and Aloha IslandAir, Inc.

                  (c) as soon as available, but not later than February 1 of
each year, projected consolidated financial statements for the Guarantor, the
Borrower and Aloha IslandAir, for each such entity's corresponding fiscal year.

          6.10 INSURANCE. The Borrower shall maintain at all times during the
term of the Loan such insurance as is normally carried by prudent air carriers
engaged in the same or similar business as the Borrower.

          6.11 RESTRICTION ON PAYMENTS TO SHAREHOLDERS. Neither the Borrower nor
the Guarantor shall declare, pay or make any dividend or distribution (in cash,
property or obligations) on any shares of any class of capital stock (now or
hereafter outstanding) of the Borrower or the Guarantor (other than Payments in
Kind and shares of Series B Preferred Stock issued in payment of accrued
dividends), or apply any of its funds, property or assets to the purchase,
redemption, sinking fund or other retirement of, or agree to purchase or redeem
any shares of any class of capital stock (now or hereafter outstanding) of the
Borrower or the Guarantor, or any warrants, options or other rights with
respect to any shares of any class of capital stock (now or hereafter
outstanding) of the Borrower or the Guarantor; provided, however, that: (i) the
Guarantor may declare and pay cash dividends and make cash interest payments
for 1997 in an aggregate amount not to exceed $500,000.00; and (ii) the
Borrower may declare and pay dividends and otherwise make distributions and
payments to the Guarantor in order to, and in amounts sufficient to, permit the
Guarantor to and the Guarantor shall be permitted to declare and pay cash
dividends and make cash interest payments to its shareholders, to the holders
of the Subordinated Debentures, in an amount not to exceed in the aggregate
$500,000.00 (for


                                       22
<PAGE>

dividends and interest payments combined), in 1997, on an accrual (not cash)
basis, subject to the following conditions:

                           (a) no more than $125,000.00 in dividends and
                  interest payments, combined, may be made in any Quarter, on an
                  accrual (not cash) basis, except that if for any reason all or
                  any portion of such payment cannot be made in any Quarter, the
                  amount not made in such Quarter may be cumulated and paid in
                  subsequent Quarters until the end of the fiscal year (provided
                  that no such payment may be carried over into the next fiscal
                  year);

                           (b) no quarterly or cumulative dividend or interest
                  payment may be made if any Event of Default has occurred and
                  is continuing, or if the Agent determines, in its reasonable
                  judgment, that a potential Event of Default is likely to
                  occur, based upon the information furnished to the Agent by
                  the Borrower pursuant to Section 6.10 above; and

                           (c) no quarterly or cumulative dividend or interest
                  payment may be made in an amount which exceeds the
                  consolidated cumulative (year-to-date) net income (as reduced
                  by any quarterly losses in such year) of Aloha Airgroup, Inc.,
                  and its subsidiaries, Aloha Airlines, Inc. and Aloha
                  IslandAir, Inc., as of the end of any Quarter (it being
                  understood that "net income" contains a reduction due to
                  amounts of interest payable in respect of owner financing,
                  whether paid or not and that the calculation of "net income"
                  shall exclude the effect, if any, of the Statement of
                  Financial Accounting Statement #106 - Employer's Accounting
                  for Post-retirement Benefits Other Than Pensions.)

SECTION 7. DEFAULT; REMEDIES ON DEFAULT.

          7.1 EVENTS OF DEFAULT. If and for so long as any of the following
events (herein called


                                       23
<PAGE>

"Events of Default") shall occur:

                  (a) The Borrower shall default in the payment of principal or
interest under the Note when the same becomes due; or

                  (b) The Borrower shall default in the performance of or
compliance with any term, covenant, condition or provision contained in any of
the Loan Documents, and such default shall not have been remedied within
fifteen (15) days after the Agent or any other person notifies the Borrower in
writing of such default; or

                  (c) The Borrower shall become insolvent, or shall make an
assignment for the benefit of creditors or shall fail generally to pay its
debts as they become due; or the Borrower shall become the subject of an order
for relief in an involuntary case under the bankruptcy laws as now or hereafter
constituted, and such order shall remain in effect and unstayed for a period of
sixty (60) consecutive days, or shall commence a voluntary case under the
bankruptcy laws as now or hereafter constituted, or shall file any petition or
answer seeking for itself any arrangement, composition, adjustment,
liquidation, dissolution or similar relief to which it may be entitled under
any present or future statute, law or regulation, or shall file any answer
admitting the material allegations of any petition filed against it in any such
proceedings; or the Borrower shall seek or consent to or acquiesce in the
appointment of or taking possession by, any custodian, trustee, receiver or
liquidator of it or of all or a substantial part of its properties or assets;
or the Borrower shall take action looking to its dissolution or liquidation; or
within sixty (60) days after commencement of any proceedings against the
Borrower seeking any arrangement, composition, adjustment, liquidation,
dissolution or similar relief to which it may be entitled under any present or
future statute, law or regulation, such proceedings shall not have been
dismissed; or within sixty (60) days after the appointment of, or taking
possession by, any custodian, trustee, receiver or liquidator of any or of all
or a substantial part of its properties


                                       24
<PAGE>

or assets, without the consent or acquiescence of the Borrower, any such
appointment or possession shall not have been vacated or terminated; or

                  (d) The Guaranty shall be repudiated or breached, or any event
described in subsection (c) above shall occur with respect to the Guarantor; or

                  (e) Any representation made by or on behalf of the Borrower
herein or otherwise in writing in connection with the Commitment shall prove to
have been false or incorrect in any material respect on the date as of which
such representation was made; or

                  (f) A final judgment which alone exceeds $2,500,000.00 in
amount shall be rendered against the Borrower and shall not be covered by
insurance reasonably satisfactory to the Lenders, or be discharged or have
execution thereof stayed pending appeal within thirty (30) days after entry of
such judgment or shall not be discharged within thirty (30) days after the
expiration of any such stay; or

                  (g) The Borrower or the Guarantor shall default under any
Capital Lease, or under any agreement respecting deferred payment for goods, or
under any agreement involving the extension of credit to which the Borrower or
the Guarantor is a party (if such default gives the holder of the obligation
the right to accelerate the indebtedness) and such default shall not be waived
or remedied within the time permitted for the remedying of such default under
the applicable document; or

                  (h) The Borrower shall fail to comply with any financial
covenant contained in any Capital Lease, or any agreement respecting deferred
payment for goods, or any agreement involving the extension of credit to which
the Borrower is a party (whether or not such agreement is hereafter amended or
terminated) and such failure shall not be waived or remedied within the time
permitted for the remedying of such failure under the applicable document; or

                  (i) The Borrower shall cease to be an air carrier operating
under a certificate


                                       25
<PAGE>

of convenience and necessity from the United States Department of
Transportation; or

                  (j) There occurs any adverse change in the business, assets or
general financial condition of the Borrower which has or, in the reasonable
opinion of the Lenders, could have, a material adverse effect upon the ability
of the Borrower to observe and perform its obligations under the Loan
Documents,

          THEN, AND IN ANY SUCH EVENT, in addition to all remedies conferred by
law, the Lenders shall have no further obligation to make Advances under the
Commitment, and First Hawaiian Bank shall have no further obligation to issue
Letters of Credit under the Commitment, and the Lenders shall have the option
to declare the Note to be due and payable, whereupon the entire aggregate
unpaid principal balance under the Note, all accrued but unpaid interest
thereon, the amount of all Letters of Credit issued and outstanding, and all
fees, charges and other sums payable under the Loan Documents shall forthwith
mature and become due and payable, without presentment, demand, protest or
notice of any kind all of which are hereby expressly waived, and upon such
maturity by acceleration or otherwise, all such principal, interest, amounts,
fees, charges and other sums, shall bear interest at the rate provided in the
Note to be paid following an Event of Default; PROVIDED, HOWEVER, that all such
amounts paid by the Borrower on account of any issued and outstanding Letter of
Credit shall be repaid without interest to the Borrower if such Letter of
Credit expires without having been negotiated, and if the Borrower has paid all
sums required to be paid by the Borrower hereunder.

          7.2 RIGHT OF CONTEST. The Borrower shall have the right to contest in
good faith any claim, demand, levy or assessment by a third party the assertion
of which would constitute an Event of Default hereunder; PROVIDED, HOWEVER, any
such contest shall be prosecuted diligently and in a manner not prejudicial to
the Lenders hereunder; and, upon demand by the Lenders, the Borrower shall make
suitable provision by payment to the Lenders or by bond


                                       26
<PAGE>

satisfactory to the Lenders for the possibility that the contest will be
unsuccessful. Such provision shall be made within ten (10) days after demand
therefor and, if made by payment of funds to the Lenders, the amount so
deposited shall be disbursed in accordance with the resolution of the contest
either to the Borrower or the adverse claimant.

          7.3 MARSHALLING. The Borrower hereby waives any and all rights to
require any security given hereunder to be marshalled and agrees and
acknowledges that after the occurrence of any Event of Default, the Lenders
may, in their sole and absolute discretion, proceed to enforce their rights
under the Loan Documents and to realize on any or all of the security for the
repayment of the amounts outstanding under the Commitment or any portion or
portions thereof, irrespective of the differing nature of such security and
whether or not the same constitutes real or personal property.

SECTION 8. MISCELLANEOUS PROVISIONS.

          8.1 AUTHORITY TO FILE NOTICES. The Borrower irrevocably appoints,
constitutes and designates the Agent its attorney-in-fact to file for record
any notice that the Lenders reasonably deem necessary or desirable to protect
their interests hereunder or under any of the Loan Documents. Such power shall
be deemed coupled with an interest and shall be irrevocable while any sum
remains due and owing under any of the Loan Documents or any obligation of the
Borrower thereunder remains unperformed.

          8.2 ACTIONS. The Lenders shall have the right to commence, appear in
or defend any action or proceeding purporting to affect the rights, duties or
liabilities of the parties hereunder, or the amounts outstanding or available
under the Commitment, whether or not an Event of Default has occurred
hereunder. In connection therewith, the Lenders may incur and pay reasonable
costs and expenses, including, but not limited to, reasonable attorneys' fees.
The Borrower shall pay to the Lenders within ten (10) days after demand
therefor, all such expenses,


                                       27
<PAGE>

and the Lenders are authorized to disburse funds from the Commitment for such
purposes.

          8.3 TIMELINESS, TERM OF AGREEMENT: SURVIVAL OF REPRESENTATIONS AND
WARRANTIES. Time is of the essence of this Agreement. This Agreement shall
continue in full force and effect until all indebtedness of the Borrower to the
Lenders under the Loan Documents shall have been paid in full, all Letters of
Credit have been negotiated or have expired (or other arrangements satisfactory
to the Lenders relative to any outstanding Letters of Credit have been made),
all obligations of the Borrower under this Agreement and the Loan Documents
have been observed and performed, and all obligations of the Lenders and First
Hawaiian Bank under this Agreement and the other Loan Documents have been
terminated. All representations and warranties contained herein or made in
writing by or on behalf of the Borrower in connection with the Commitment shall
survive the execution and delivery of the Loan Documents and any investigation
at any time made by, through or on behalf of the Lenders. All statements
contained in any certificate or other instrument delivered to the Lenders or
First Hawaiian Bank on behalf of the Borrower pursuant hereto or otherwise in
connection with the Commitment shall constitute representations and warranties
hereunder.

       8.4 AMENDMENTS AND WAIVERS. Neither this Agreement nor any provision
hereof may be amended, waived, discharged or terminated orally, but only by an
instrument in writing, signed by the party against whom enforcement of the
amendment, waiver, discharge or termination is sought.

          8.5 REMEDIES ARE CUMULATIVE. All rights, powers and remedies herein
given to the Lenders are cumulative and not alternative, are in addition to all
rights, powers and remedies afforded by statutes or rules of law and may be
exercised concurrently, independently, or successively in any order whatsoever.
Without limiting the generality of the foregoing, the Lenders may enforce any
one or more of the Loan Documents without enforcing all of them


                                       28
<PAGE>

concurrently or in any particular order.

          8.6 NO WAIVER. No failure, forbearance or delay on the part of the
Lenders in exercising any power or right under any of the Loan Documents shall
operate as a waiver of the same or any other power or right, and no single or
partial exercise of any such power or right shall preclude any other or further
exercise thereof or the exercise of any other such power or right. No Advance
made by the Lenders and no Letter of Credit issued by First Hawaiian Bank
hereunder shall constitute a waiver of any of the conditions precedent to the
Lenders' obligation to make further Advances, or First Hawaiian Bank's
obligation to issue additional Letters of Credit, nor, in the event the
Borrower is unable to satisfy any such condition, shall any such waiver have
the effect of precluding the Lenders from thereafter declaring such inability
to be an Event of Default as provided in Section 7.1 of this Agreement.

          8.7 NO JOINT VENTURE. The execution of this Agreement, the making of
the Commitment, the making of any Advance, the issuance of any Letter of
Credit, and the exercise of any rights hereunder, are not intended, and shall
not be construed, to create a partnership or joint venture between the Lenders
and the Borrower or First Hawaiian Bank and the Borrower.

          8.8 NOTICES. All notices, requests, demands or documents which are
required or permitted to be given or served hereunder shall be in writing and
personally delivered, or sent by registered or certified mail addressed as
follows:

         TO BORROWER at:        371 Aokea Street
                                Honolulu, Hawaii 96819
                                Attn: Senior Vice President-Finance & Planning
                                      and Chief Financial Officer
                                FAX: (808) 833-3100

         TO LENDERS at:         First Hawaiian Bank
                                999 Bishop Street
                                Honolulu, Hawaii 96813
                                Attn: Adolph F. Chang
                                Vice President Corporate Banking Division


                                       29

<PAGE>

                                FAX: (808) 525-6372

                                and

                                Bank of Hawaii
                                P.O. Box 2900
                                Honolulu, Hawaii 96846
                                Attn: Wayne Hamano
                                Vice President, Corporate Banking
                                FAX: (808) 537-8943

The addresses may be changed from time to time by the addressee by serving
notice as heretofore provided. Service of such notice or demand shall be deemed
complete on the date of actual delivery as shown by the addressee's registry or
certification receipt or at the expiration of the second day after the date of
mailing, whichever is earlier in time.

          The Borrower hereby irrevocably authorizes the Agent to accept
facsimile ("FAX") transmissions of such notices, requests, demands and
documents, provided such transmission is signed by an officer of the Borrower
authorized to do so in a corporate resolution. The Borrower shall and does
hereby hold the Agent harmless from, and indemnify the Agent against, any loss,
cost, expense, claim or demand which may be incurred by or asserted against the
Agent by virtue of the Agent acting upon any such notices, requests, demands or
documents transmitted in accordance with the above provisions. The Borrower
shall confirm any such FAX transmission separately by telephone conference
between the Agent and the individuals signing such FAX transmission, and shall
thereafter transmit to the Agent the actual "hard copy" of the notice, request,
demand or document in question.

          8.9 WAIVER OF JURY TRIAL. The Borrower hereby knowingly, voluntarily
and intentionally waives any right it may have to a jury trial in any legal
proceeding which may be hereinafter instituted by the Lenders or the Borrower
to assert any of their respective claims arising out of or relating to any of
the Loan Documents or any other agreement, instrument or


                                       30
<PAGE>

document contemplated thereby. In such event, the Borrower, at the request of
the Lenders, shall cause its attorney of record to effectuate such waiver in
compliance with the Hawaii Rules of Civil Procedure, as the same may be amended
from time to time.

          8.10 ENTIRE AGREEMENT. The Loan Documents constitute all of the
agreements between the parties relating to the Commitment and supersede the
Loan Agreement dated July 30, 1990, as such Loan Agreement has been amended
from time to time, all other prior or concurrent oral or written letters,
agreements or understandings.

          8.11 ASSIGNMENT; PARTIES IN INTEREST. The Borrower shall not assign
its interest in this Agreement without the prior written consent of the
Lenders, which consent may be withheld by either Lender in its sole and
absolute discretion. Either Lender may assign its interest in this Agreement
or any portion thereof, with the prior written consent of the Agent, and the
prior written consent of the Borrower; provided however that the consent of
the Borrower shall not be unreasonably withheld. Either Lender may, upon
notice to the Agent and the Borrower, at any time sell to one or more
financial institutions (a "Participant") participating interests in its share
of the Commitment PROVIDED, HOWEVER, that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible for the performance of such obligations, and (iii) the Borrower
and the Agent shall continue to deal solely and directly with such Lender in
connection with its rights and obligations under this Agreement and the other
Loan Documents. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns, whether or not
hereinabove so expressed and, in particular, shall inure to the benefit of
and be enforceable by the holder or holders from time to time of the Note or
any part thereof or interest therein.

          8.12 HEADINGS OF PARAGRAPHS. The headings of paragraphs and
subparagraphs herein


                                       31
<PAGE>

are inserted only for convenience and reference and shall in no way define,
limit or describe the scope or intent of any provision of this Agreement.

          8.13 APPLICABLE LAW. This Agreement is executed and delivered in and
shall be construed and enforced in accordance with the laws of the State of
Hawaii.

          8.14 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument. and in making proof of this
Agreement, it shall not be necessary to produce or account for more than one
such counterpart.

          8.15 SEVERABILITY. If any provision of this Agreement or the other
Loan Documents is held to be invalid or unenforceable, the validity and
enforceability of the other provisions of this Agreement and the other Loan
Documents will remain unaffected.

          8.16 TERMS AND CONDITIONS OF THIS AGREEMENT SUPPLEMENT OTHER LOAN
DOCUMENTS. The terms and conditions of this Agreement and the covenants,
representations and warranties of the Borrower under this Agreement shall not
be deemed to supersede, amend or modify the obligations and duties of the
Borrower under the other Loan Documents. The terms and conditions of this
Agreement and the covenants, representations and warranties of the Borrower
hereunder merely supplement, and do not supplant or supersede, provisions of
similar effect or subject matter in the other Loan Documents.

          8.17 AGENTS. In exercising any rights under this Agreement or the
other Loan Documents, the Lenders may act through their employees, agents or
independent contractors; provided that the Lenders shall remain responsible for
the actions of their employees and agents.

          8.18 CONSENT BY THE LENDERS. Whenever the consent of the Lenders is
required by the terms of this Agreement, such consent must be obtained from
both Lenders. Except where the granting of such consent is reserved to the
Lenders in their sole judgment, option or discretion,


                                       32
<PAGE>

such consent shall not be unreasonably or arbitrarily withheld; PROVIDED,
HOWEVER, that neither Lender shall have any liability to the Borrower, or any
third party, if the other Lender refuses to grant its consent required
hereunder.

          8.19 LENDERS' RIGHT OF SETOFF. Upon the occurrence of any Event of
Default, or if the Lenders shall be served with garnishee process, whether or
not the Borrower shall be in default hereunder at the time, the Lenders may,
but shall not be required to, set off any indebtedness owing by the Lenders to
the Borrower against any indebtedness under the Loan Documents, without
prejudice to any other rights or remedies of the Lenders thereunder.









                                       33

<PAGE>

          IN WITNESS WHEREOF, the Borrower and the Lenders have executed this
Agreement on the day and year first above stated.

                             FIRST HAWAIIAN BANK

                             By      /s/ Adolph F. Chang
                                    -------------------------------------
                                    Its Vice President


                             BANK OF HAWAII

                             By      /s/ [ILLEGIBLE]
                                    -------------------------------------
                                    Its Vice President

                                                                  Lenders

                             ALOHA AIRLINES, INC.

                             By      /s/ Brenda F. Cutwright
                                    -------------------------------------
                                     Its SR VICE PRESIDENT FINANCE &
                                            PLANNING AND CFO
                                    -------------------------------------

                             By      /s/ Owen Sekimura
                                    -------------------------------------
                                     Its STAFF VICE PRESDIENT - FINANCE
                                                 & CONTROLLER
                                    -------------------------------------

                                                                 Borrower



                                       34



<PAGE>


                             FIRST HAWAIIAN BANK           ---------------------
                        APPLICATION AND AGREEMENT FOR          BANK USE ONLY
                          STANDBY LETTER OF CREDIT         ---------------------
                                                           L/C No.
                                                           ---------------------

To: FIRST HAWAIIAN BANK

_____________________________  Branch
_____________________________, Hawaii                 Date _____________________

Please issue an Irrevocable Standby Letter of Credit on substantially the same
terms and conditions as shown in this application for delivery to the
beneficiary by:

/ / Airmail          / / Airmail with short preliminary cable advice
/ / Full Cable       / / Courier      / / Other

--------------------------------------------------------------------------------
          ADVISING BANK                         FOR ACCOUNT OF (APPLICANT)
 (If Blank, Correspondent Bank)




--------------------------------------------------------------------------------
     IN FAVOR OF (BENEFICIARY)                            AMOUNT

                                         ---------------------------------------
                                         EXPIRY DATE AND PLACE FOR PRESENTATION

                                         Date
                                           Automatic Extension:  / / Yes  / / No

                                         Place: FHB's International Banking
                                                offices, Honolulu, unless
                                                otherwise specified.
--------------------------------------------------------------------------------

Available for payment by presentation of draft(s) at sight drawn on you or your
correspondent. Please issue the Letter of Credit as per attached.

Fees:
Issuing Fee $__________     Initial Standby Fee at the rate of ______% per annum
                               (360 days per year).
                            Minimum $__________/Year
                            (Subject to adjustment in the event of
                               extension or increase.)

Payment Fee ___________%, or minimum $__________, whichever is greater.
Plus other applicable fees (telex, courier, fax, etc.)

Partial Drawings permitted unless otherwise stated.




By signing below, applicant acknowledges that applicant has read and agrees to
all of the above terms and conditions and the Agreement Governing Standby
Letter of Credit on the reverse side.

The applicant authorizes Bank to charge applicants checking account number
_______________________ maintained by the applicant with Bank at its
__________________ Branch, for any and all amounts due from applicant to Bank
under this Agreement. In the event said checking account does not have
sufficient funds to reimburse Bank for the amounts due hereunder, the applicant
will pay such amounts on demand, as specified in this Agreement. This
authorization will remain in full force and effect until revoked by the
applicant in writing. However, any such revocation by the applicant shall not
affect or impair Bank's rights and remedies set forth in this Agreement.



____________________________________      ____________________________________
Date                                      Authorized Signature           Title


____________________________________      ____________________________________
Applicant - Firm Name                     Authorized Signature           Title


--------------------------------------------------------------------------------
                              BANK USE ONLY
--------------------------------------------------------------------------------
Outstanding Balance ____________    The Letter of Credit is approved under one
                                    of the following:
                                    / / Executive Committee   / / BLAD Authority
                                    / / My Lending Authority
                                    / / Credit Committee      / / Other ________
Amount Requested _______________
                                    Under Line             Applicant's
           Total _______________    of Credit No._________ Obligor No. _________

Security _______________________    Type:  / / Financial   / / Performance

                                    Grade ________ Approved By__________________
--------------------------------------------------------------------------------

EX-818A (REV. 7/1/96)
(FRONT)

<PAGE>

                  AGREEMENT GOVERNING STANDBY LETTERS OF CREDIT

      First Hawaiian Bank (herein called "Bank") and the applicant(s) (herein
called the "applicant") for Standby Letter of Credit (herein called the
"Credit") agrees as set forth on the application as follows:

      1. As to drafts or other requests for payment drawn under or purporting to
be drawn under the Credit, the applicant will reimburse, or pay in advance to
Bank in U.S. currency at Bank's election and on demand, the amount paid on or
required to pay each sight draft payable in U.S. currency, and as to such drafts
payable in other than U.S. currency, to reimburse Bank, on demand, the
equivalent of the amount paid (plus cable charges) in U.S. currency at the
current rate of exchange in Hawaii for cable transfers, to the place of payment
in the currency in which such draft is drawn. If there is a note executed by the
applicant in connection herewith, the note evidences the debt due hereunder.

      2. The applicant will pay Bank all fees specified on the application
and/or in a separate agreement.

      3. As security for the payment of all obligations and indebtedness of the
applicant to Bank, now or hereafter existing under this Agreement, the applicant
hereby (a) pledges to Bank and/or gives Bank a general lien upon and/or right of
set-off against all right, title, and interest of the applicant in and to the
balance of every deposit account now or at any time hereafter existing, of the
applicant with Bank, and any other claims of applicant against Bank, and in and
to all property, claims, and demands and rights and interests therein of the
applicant, and in and to all evidences thereof, which have been or at any time
shall be delivered to or otherwise come into Bank's possession, custody or
control, or into the possession, custody or control of any of its agents or
correspondents for any purpose, whether or not for the express purpose of being
used by Bank as collateral security or for safekeeping or for any other or
different purposes, it being understood that the receipt at any time by Bank, or
any of its correspondents, of other security, of whatever nature, including
cash, shall not be deemed a waiver of any of Bank's rights or powers under this
Agreement, (b) if any party shall have joined in the application for the Credit,
assigns and transfers to Bank all right, title, and interest of the applicant in
and to all property and interests which the applicant may now or hereafter
obtain from such party as security for the obligations of such party arising in
connection with the transaction to which the Credit relates; and (c) agrees at
any time and from time to time, on demand, to deliver, convey transfer, or
assign to Bank additional security of value and character satisfactory to Bank,
or to make such payment as Bank may require.

      4. Upon demand by Bank, applicant will execute and deliver to Bank all
documents concerning security to be given or granted Bank, all in form and
content applicable to Bank and shall pay Bank all applicable filing fees
therefor.

      5. Until and except as the applicant shall instruct Bank in writing to the
contrary, Bank and its correspondents may, but shall have no obligation to,
under the Credit, (a) receive and accept and pay drafts or other documents and
instruments otherwise in order signed by, or issued to, the receiver, successor
in interest, trustee in bankruptcy, personal representative, administrator,
guardian or conservator of anyone named in the Credit as the person to whom
drafts and other documents and instruments are to be drawn or issued; and (b)
honor drafts for partial payments whether or not made in any designated amount
or period of time, provided that the liability of the applicant to reimburse
Bank shall not exceed the amount to the Credit plus all applicable charges,
expenses, and interest.

       6. The users of the Credit shall be deemed agents of the applicant.
Neither Bank nor Bank's correspondents shall have any liability or
responsibility for the correctness, validity, genuineness, sufficiency, or
falsification of any documents or instruments, or for any delay in giving or
failure to give notice, or for failure of any person to comply with the terms of
the Credit, or for errors, omissions, delays in or nondelivery of any message,
however sent, or for any other error, neglect, or omission if done in good faith
and any action taken in good faith by Bank and Bank's correspondents shall be
binding on the applicant.

      7. Any and all payments made to Bank hereunder shall be made free and
clear of and without deduction for any present or future taxes, levies, imposts,
deductions, charges, or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on net income and all income and franchise taxes of the
United States and any political subdivisions thereof (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings, and liabilities being
hereinafter called "Taxes"). If the applicant shall be required by law to deduct
any taxes from or in respect of any sum payable hereunder, (a) the sum payable
shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this section 7) Bank shall receive an amount equal to the sum Bank would have
received had no such deductions been made; (b) the applicant shall make such
deductions; and (c) the applicant shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law. The applicant will indemnify Bank for the full amount of Taxes (including,
without limitation, and Taxes imposed by any jurisdiction on amounts payable
under this section 7) paid by Bank and any liability (including penalties,
interest, and expenses) arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally asserted. This indemnification shall be
made within 30 days from the date Bank makes written demand therefor. Within 30
days after the date of any payment of Taxes, the applicant will furnish to Bank
the original or a certified copy of a receipt evidencing payment thereof.

      8. Any property of the applicant of whatever kind or character now or
hereafter in Bank's possession or under Bank's control is security for the
payment and performance of all of the applicant's indebtedness and obligations
to Bank and may without notice to the applicant to the same by Bank, and
applicant will, upon demand, execute and deliver to Bank a general pledge
agreement in Bank's regular form. Should the applicant default in payment or
performance of any of the terms hereof or of the Credit or any other agreements
with Bank, or discontinue its present business, become incompetent or insolvent,
die, institute any proceedings seeking to adjudicate the applicant as bankrupt
or insolvent, make an assignment for the benefit of creditors or become the
subject of any receivership or other proceedings under the bankruptcy laws, or
give any materially false information to, or withhold any essential financial
information from Bank, or should the property, goods, documents, and instruments
referred to in section 3 of this Agreement be attached, seized, impounded, or
become subject to any other legal process or order, then upon the happening of
any such events, Bank without the necessity of any notice, demand, or protest to
or upon the applicant or any other person, may do any or all of the following:
(a) declare all indebtedness owing from the applicant to Bank immediately due
and payable; (b) take possession of the property, goods, documents, and
instruments or any part thereof, and do all such acts affecting the same as Bank
may deem necessary to conserve the same and its security interest therein; (c)
apply all property of the applicant to said indebtedness; (d) set off and apply
all deposits at any time held or other indebtedness at any time owing by Bank to
or for the credit or the account of the applicant against any amounts owing by
the applicant to Bank; (e) take possession of the property, goods, documents,
and instruments, or any part thereof, with or without process of law, and sell
and dispose of the same at public or private sale; and (f) exercise all rights
under the Uniform Commercial Code, Chapter 490, Hawaii Revised Statutes, or any
other applicable law. To the extent notice of sale shall be required by law,
reasonable notice shall include, but shall not be limited to, written notice to
the applicant at the address shown on the reverse hereof at least five business
days prior to the date of sale. Bank may purchase at such sale free from any
right of redemption, which the applicant hereby waive(s) and release(s). Bank in
conducting such sale may act through an agent, its attorney, or any of its
officers. The applicant will pay Bank all expenses of taking possession,
storing, transporting, conditioning, sale and collection, including reasonable
attorneys' fees, and Bank may deduct the same from the proceeds of any sale
before crediting the balance, if any, to the indebtedness of the applicant. Upon
demand, the applicant will pay to Bank any deficiency, and Bank will pay to the
applicant any surplus remaining after the application of the proceeds of the
sale. The provisions of any separate agreement concerning security shall, if
inconsistent herewith, control and govern Bank's rights in respect thereby.

      9. (a) Each remedy of Bank herein provided is cumulative, not alternative
and in addition to all other remedies provided by law, and no waiver by Bank of
any term or condition hereof or breach hereunder shall be deemed a waive of any
other term, condition, or subsequent breach; (b) all payments, remittances,
deliveries of documents and instruments, and notices to Bank shall be made and
delivered (unless otherwise specified herein) to the office of Bank shown on the
reverse hereof; (c) this Agreement shall inure to the benefit of Bank's
successors and assigns, and shall be binding upon the heirs, personal
representatives, guardians, conservators, and trustees of the applicant; (d) if
the applicant is more than one person, the liability of each applicant shall be
joint and several.

      10. Without releasing the applicant from any liability hereunder and under
the Credit, Bank may make such changes from the terms set forth herein as Bank,
in its sole discretion, may deem advisable, provided that no such changes shall
vary the principal terms hereof (amount, expiry); however, Bank may, at the
applicant's request, which may be signified by signing or initialing such
change(s), vary or modify principal terms as described herein. Further, Bank may
surrender, from time to time, to the person designated by the applicant (or
their nominees) all or any part of any property, goods, documents, and
instruments against payments by, or other documents or instruments satisfactory
to Bank executed by such persons.

      11.The applicant will comply with all foreign and U.S. laws, rules and
regulations (including exchange and control regulations) now or hereafter
applicable to the transaction related to the Credit or applicable to the
execution, delivery, and performance by the applicant of this Agreement.

      12. This Agreement shall be construed and enforced in accordance with the
Uniform Customs and Practice for Documentary Credits as most recently published
by the International Chamber of Commerce (the "UCP") and in accordance with the
laws of the State of Hawaii, U.S.A. The UCP shall govern in the event of any
inconsistency.

      13. If Bank extends to applicant (or any other party liable hereunder) a
loan or other credit which in whole or in part is intended to (or does) satisfy
the obligations of the applicant hereunder (or of any other party liable
hereunder), the rights of Bank hereunder shall continue until both full
satisfaction of all obligations owed Bank hereunder as well as full satisfaction
of all obligations owed Bank under any loan or other credit documents. Bank
shall have all rights hereunder and under any such other documents, separately
and cumulatively, until the occurrence of both events.

      14. The applicant hereby authorizes Bank to accept, honor, or pay (as
applicable) against any draft or other document which on its face appears
otherwise in order but which is signed, issued, or presented by any party or
under the name of any party (a) purporting to act with authority (actual or
apparent) on behalf of anyone named in the Credit as the person to whom drafts
and other documents and instruments are to be drawn or issued (herein called the
"Beneficiary"), (b) purporting to claim through such Beneficiary, or (c) posing
as such Beneficiary. The applicant hereby agrees to reimburse Bank and any and
all amounts which Bank may have to pay under the Credit by reason of any legal
or factual insufficiency or infirmity in such party's conduct or documents under
clauses (a), (b), or (c) above.


EX-818A (7/l/96) (BACK)

<PAGE>


                                   EXHIBIT "2"

                               Opinion of Counsel

                                [To Be Attached]




<PAGE>


                                  SCHEDULE "1"

ALOHA AIRLINES INC.

OUTSTANDING LETTERS OF CREDIT FOR ALOHA AIRLINES INC.

<Table>
<Caption>
S/B NO.     BENEFICIARY'S NAME                                      AMOUNT
<C>         <S>                                               <C>
6046        UNITED STATES AVIATION UNDERWRITERS INC.            100,000.00
920256      ASSOCIATED AVIATION UNDERWRITERS                  1,273,248.00
950030      RELIANCE NATIONAL C/O RELIANCE NATL RISK          2,000,000.00
            SPECIALISTS
960024      FRONTIER INSURANCE COMPANY                        1,000,000.00
960025      RELIANCE NATIONAL C/O RELIANCE NATL RISK            850,000.00
            SPECIALISTS
960045      FIRST SECURITY BANK NA, SALT LAKE CITY, UTAH        240,000.00
960058      FINOVA CAPITAL CORPORATION                          447,000.00
960066      FIRST SECURITY BANK NA, SALT LAKE CITY, UTAH        240,000.00

TOTAL OUTSTANDINGS                                            6,150,248.00
</Table>



<PAGE>


CHAR
SAKAMOTO
ISHII
& LUM
----------------
ATTORNEYS AT LAW

December 31, 1996

FIRST HAWAIIAN BANK
999 Bishop Street
Honolulu, Hawaii 96813
Attn: Adolph F. Chang
      Vice President
      Corporate Banking Division

BANK OF HAWAII
111 S. King Street
Honolulu, Hawaii 96813
Attn: Wayne Hamano
      Vice President
      Corporate Banking

RE:      AMENDED AND RESTATED LOAN AGREEMENT BETWEEN ALOHA AIRLINES, INC., AS
         BORROWER, AND FIRST HAWAIIAN BANK AND BANK OF HAWAII, AN LENDERS.

Gentlemen:

We have acted (i) as counsel to Aloha Airlines, Inc., a Delaware corporation
("Aloha") in connection with that certain Amended and Restated Loan Agreement
dated as of December 31, 1996 between Aloha and First Hawaiian Bank ("FHB") and
Bank of Hawaii ("BOH"), that certain Amended and Restated Promissory Note dated
as of December 31, 1996 executed by Aloha in favor of FEB and BOH (collectively
the "Lenders") and that certain Amended Negative Pledge Agreement dated as of
December 31, 1996 between Aloha and the Lenders, which documents are
collectively referred to as the "Airline Agreements" and (ii) as counsel to
Aloha Airgroup, Inc., an Hawaii corporation ("Airgroup") in connection with
that certain Guaranty dated as of December 31, 1996 ("Guaranty") executed by
Aloha, as guarantor, in favor of the Lenders and that certain Amendment to
Stock Pledge and Security Agreement dated as of December 31, 1996 between
Airgroup and the Lenders, which documents are collectively referred to as the
"Airgroup Agreements."

Aloha and Airgroup have asked that we render certain opinions with respect to
the transaction governed by the Airline Agreements and Airgroup Agreements.

In rendering these opinions we have examined the Airline Agreements, Airgroup
Agreements and such other documents, certifications, approvals and consents
which, in our judgment and

<PAGE>


CHAR
SAKAMOTO
ISHII
& LUM
----------------
ATTORNEYS AT LAW

First Hawaiian Bank
Bank of Hawaii
December 31, 1996
Page -2-


to our knowledge, were necessary or appropriate to examine to enable us to
render the opinions expressed below.

Words and expressions used herein will bear the same meanings set forth in the
Airline Agreements and Airgroup Agreements.

It is our opinion that:

A.    Aloha has the power and authority to execute, deliver and
      carry out the terms of the Airline Agreements and other
      Transaction Documents (to which the Borrower is or will
      be a party);

B.    Airgroup is a corporation duly organized, validly
      existing, and in good standing under the applicable law of the
      State of Hawaii and has the power and authority to own its assets
      and carry on its business as it is now being conducted and to
      execute, deliver and carry out the terms of the Airgroup
      Agreements;

C.    Aloha has the corporate power and authority to enter into
      and perform the terms of the Airline Agreements and each of the
      other Transaction Documents (to which Aloha is a party) and to
      borrow thereunder and has taken all necessary action to authorize
      the drawdown of and the borrowing of the Loan upon the terms and
      conditions of the Airline Agreements and to authorize the
      execution, delivery and performance by Aloha of the Airline
      Agreements and each of the other Transaction Documents (to which
      Aloha is a party) in accordance with the respective terms thereof;

D.    Airgroup has the corporate power and authority to enter
      and perform the terms of the Airgroup Agreements upon the terms
      and conditions thereof and has taken all necessary action to
      authorize the execution, delivery and performance by Airgroup of
      the Airgroup Agreements in accordance with the terms thereof;

E.    The Airline Agreements and each of the other Transaction Document
      (to which Aloha is a party) constitute the legal, valid and
      binding obligations of Aloha enforceable in accordance with the
      respective terms thereof;

<PAGE>


CHAR
SAKAMOTO
ISHII
& LUM
----------------
ATTORNEYS AT LAW

First Hawaiian Bank
Bank of Hawaii
December 31, 1996
Page -3-


F.    The Airgroup Agreements and each of the other Transaction Document
      (to which Airgroup is a party) constitute the legal, valid and
      binding obligations of Airgroup enforceable in accordance with the
      terms thereof;

G.    The (i) Airline Agreements and each other Transaction Document
      (to which Aloha is a party) have been duly executed and delivered
      by Aloha, and (ii) Airgroup Agreements and each other Transaction
      Document (to which Airgroup is a party) have been duly executed
      and delivered by Airgroup;

H.    None of the execution, delivery and performance by Aloha of the
      Airline Agreements or any other Transaction Document (to which
      Aloha is a party) or the delivery and performance by Airgroup of
      the Airgroup Agreements or any other Transaction Document (to
      which Airgroup is a party) will exceed any power granted to it or
      violate or conflict with or result in any breach of in any respect
      any provision of (i) any applicable law binding upon the Aloha or
      Airgroup as the case may be, or (ii) the respective constitutive
      documents of Aloha or Airgroup;

I.    To the best of our knowledge, (i) neither Aloha nor Airgroup is in
      breach of any provision of applicable law or governmental
      directive, guideline or policy statement, whether having the force
      of law or not, or any agreement to which they are parties or by
      which they may be bound, and (ii) there are no litigation,
      arbitration or administrative proceedings presently current or
      pending, or to our knowledge threatened against Aloha, which
      breach, litigation, arbitration or administrative proceedings, as
      the case may be, would be material in the context of the Airline
      Agreements or any other Transaction Document (with respect to
      Aloha) or the Airgroup Agreement (with respect to Airgroup) or may
      have a material adverse effect on Aloha or Airgroup, as the case
      may be, or may materially impair the Aloha's ability to perform
      its obligations under the Airline Agreements or any other
      Transaction Document (with respect to Aloha) or Airgroup's ability
      to perform its obligations under the Airgroup Agreements or any
      other Transaction Document (with respect to. Airgroup); and

J.    To the best of our knowledge, neither Aloha nor Airgroup is
      subject to legal proceedings in the United States or the State of
      Hawaii and neither Aloha nor Airgroup nor any of their

<PAGE>

CHAR
SAKAMOTO
ISHII
& LUM
----------------
ATTORNEYS AT LAW

First Hawaiian Bank
Bank of Hawaii
December 31, 1996
Page -4-

      respective property or assets enjoys any right of sovereign or
      other immunity from legal proceedings or the execution of judgment
      or otherwise; and

Our opinions expressed above are qualified to the extent that:

(1)   with regard to the opinions set forth in subparts A, C and E
      above, we are relying, in part, on the opinions rendered by
      Shearman & Sterling to Lenders in that certain letter dated
      December 31, 1996 and have made no inquiry in to the accuracy of
      the opinions set forth in that letter;

(2)   in conducting our examination, we have assumed the genuineness of
      all signatures (other than the signatures of Aloha on the Airline
      Agreements and other Transaction Documents and the signatures
      Airgroup on the Airgroup Agreements and other Transaction
      Documents), the correctness of all certificates, the authenticity
      of all documents submitted to us as originals, the conformity to
      original documents of all documents submitted to us as certified
      or photostatic copies and the authenticity of the originals of
      such copies, and the accuracy and completeness of all records made
      available to us by Aloha and Airgroup. We have assumed that none
      of the documents contains any untrue statements or omits any
      material fact and have no knowledge that any of the documents
      contains any untrue statements or omits any material fact.
      Furthermore, we assume that the information in the documents and
      the accuracy of the representations and statements as to factual
      matters made by Aloha and Airgroup and their respective officers
      and by public officials remain true and correct as of the date
      hereof. In making our examination of documents, we have assumed
      that each party to such documents (other than Aloha and Airgroup)
      has: (i) the power and capacity to enter into and perform all of
      its obligations under such documents, (ii) duly authorized all
      requisite action with respect to such documents and (iii) duly
      executed and delivered such documents;

(3)   the opinions expressed above are qualified to the extent that (i)
      enforceability of the Airline Agreements, Airgroup Agreements and
      other Transaction Documents and the transactions contemplated
      thereby may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws of general application from time to
      time affecting the rights of creditors, lessors and secured
      parties generally and providing relief for

<PAGE>

CHAR
SAKAMOTO
ISHII
& LUM
----------------
ATTORNEYS AT LAW

First Hawaiian Bank
Bank of Hawaii
December 31, 1996
Page -5-


      debtors, (ii) a particular court may refuse to grant cert
      equitable or legal remedies, including without limiting t
      generality of the foregoing, specific performance or foreclosure,
      with respect to the enforcement of any provi of the Operative
      Documents and (iii) we do not opine to t of any jurisdiction
      except the State of Hawaii and the Ur States of America;

(4)   this opinion letter is limited to the matters stated here no
      opinion may be implied or inferred beyond the matters expressly
      stated herein;

(5)   the opinions given herein are as of the date hereof and w
      assume no obligation to update or supplement such opinion reflect
      any facts or circumstances which may hereafter cc our attention or
      any changes in law which may hereafter c and

(6)   the opinions given herein have been issued solely for you
      benefit (and for the benefit of any assignee permitted pu to the
      Airline Agreements, Airgroup Agreements and other Transaction
      Documents) and in connection with the transac consummated governed
      by the Airline Agreements, Airgroup Agreements and other
      Transaction Documents, it may not be upon or described or quoted
      from by any other person, fir entity without, in each instance,
      our prior written conse

Very truly yours,

CHAR SAKAMOTO ISHII & LUM

/s/ Elizabeth Ann Ishii
Elizabeth Ann Ishii
Lana Proctor Banbury

cc:  Ms. Brenda F. Cutwright
     Aloha Airlines, Inc.

     Bryce Voran, Esq.
     Tobin Lippert, Esq.
     Shearman & Sterling

<PAGE>

                              SHEARMAN & STERLING

                              COMMERCE COURT WEST
                            SUITE 4405, P.O. BOX 247                    NEW YORK
                             TORONTO CANADA M5L 1E8                 LOS ANGELES
                                                                  SAN FRANCISCO
TELEPHONE: (416) [ILLEGIBLE]                                   WASHINGTON, D.C.
FACSIMILE: (416) [ILLEGIBLE]                                            TORONTO
                                                                         LONDON
                                                                          PARIS
                                                                     DUSSELDORF
                                                                      FRANKFURT
WRITER'S DIRECT NUMBER:                                                BUDAPEST
(416) 360-2975                                                            TOKYO
                                                                      SINGAPORE
                                                                        BEIJING
                                                                      ABU DHABI
                                                                      HONG KONG

                                December 31, 1996



First Hawaiian Bank
999 Bishop Street
Honolulu, HI 96813

Bank of Hawaii
111 S. King St.
Honolulu, HI 96813


              Reincorporation of Aloha, Airlines, Inc.
                     as a Delaware corporation
              ----------------------------------------

Ladies and Gentlemen:

                  We have acted as counsel to Aloha Airlines, Inc. a
Hawaii corporation ("Aloha Hawaii") and Aloha Airlines, Inc., a Delaware
corporation ("Aloha Delaware") in connection with the reincorporation of
Aloha Airlines, Inc. as a Delaware corporation effected by the merger of
Aloha Hawaii with and into Aloha Delaware.

                  In our capacity as such counsel we have examined copies
of the following documents:

                  (i) the Certificate of Incorporation of Aloha Delaware,
         as certified on November 25, 1996 by the Secretary of State of
         the State of Delaware:

                  (ii) the By-Laws of Aloha Delaware;

<PAGE>

                                       2


                  (iii) a Certificate of the Secretary of State of the
         State of Delaware dated December 30, 1996 attesting to the good
         standing of Aloha Delaware in such state;

                  (iv) the Agreement and Plan of Merger dated as of
         December 5, 1996 by and between Aloha Delaware and Aloha Hawaii
         (the "Merger Agreement"); and

                 (v) the Certificate of Merger certified by the Secretary
         of State of the State of Delaware which was filed on December 20,
         1996 and became effective by its terms on December 26, 1996
         at 10:00 a.m. Eastern Standard Time, pursuant to which Aloha
         Hawaii was merged with and into Aloha Delaware (the "Merger").

We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, and corporate records
as we have deemed necessary as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents, presented to us as originals
and the conformity to the originals of all documents presented to us as
copies.

                 Our opinions set forth below are limited to the General
Corporation Law of the State of Delaware. Matters relating to state and
federal regulation of the aviation industry and certificated air carriers,
including without limitation the Federal Aviation Act (the "FAA"), have
been passed upon by Lytle, Soule & Curlee, special FAA counsel to Aloha
Hawaii and Aloha Delaware, and we express no opinion with respect to any
such matter.

                 Based upon the foregoing, we are of the opinion that:

                  (i) Aloha Delaware is a corporation duly organized and
         validly existing in good standing under the laws of the State of
         Delaware;

                  (ii) Aloha Delaware is authorized by its Certificate of
         Incorporation to operate a commercial flying service, and to
         transport freight, passengers, baggage, mail and express by
         aircraft, and in connection therewith to purchase, lease,
         construct, equip, own, maintain and operate landing fields,
         hangars and airports, and to do all things necessary and incidental
         to said business and pertaining thereto; and to engage in any lawful
         act or activity for which corporations may be organized under the
         General Corporation Law of the State of Delaware;

                  (iii) The execution and delivery of the Merger
         Agreement, the Certificate of Merger and all documents delivered
         in connection therewith by Aloha Delaware has been duly
         authorized by all necessary corporate action on the part of
         Aloha Delaware; and

<PAGE>

                                                            3


                  (iv) The Merger has been duly consummated in accordance
           with the General Corporation Law of the State of Delaware
           and by virtue of the Merger Aloha Delaware, as the surviving
           corporation, possesses all the rights, privileges, powers
           and franchises, and is subject to all the restrictions,
           disabilities and duties of Aloha Hawaii; and all and singular,
           the rights, privileges, powers and franchises of Aloha Hawaii,
           and all property, real, personal and mixed, and all debts due to
           Aloha Hawaii on whatever account, as well as for all other
           things in action or belonging to Aloha Hawaii are vested in
           Aloha Delaware; and all property, rights, privileges, powers and
           franchises, and all and every other interest are effectually the
           property of Aloha Delaware as they were of Aloha Hawaii, and the
           title to any real estate vested by deed or otherwise, under the
           laws of Delaware, in Aloha Hawaii, has not reverted or been in
           any way impaired by reason of the Merger; and all rights of
           creditors and all liens upon any property of Aloha Hawaii have
           been preserved unimpaired, and all debts, liabilities and duties
           of Aloha Hawaii have attached to Aloha Delaware, and may be
           enforced against it to the same extent as if said debts,
           liabilities and duties had been incurred or contracted by it.

                  This opinion is rendered only to you and is solely for
your benefit in connection with the above-mentioned transactions. This
opinion may not be relied upon by you for any other purpose, or furnished
to or-relied on by any other Person for any purpose without our prior
written consent except for Char Sakomoto Ishii & Lum, Hawaii counsel for
Aloha Delaware, who may rely on this opinion for the purpose of rendering
opinions in their capacity as such counsel.

                                             Very truly yours,

                                             /s/ Shearman & Sterling





cc:  Brenda F. Cutwright
     Aloha Airlines, Inc.


BTV/LAM



<PAGE>



                      AMENDED AND RESTATED GUARANTY - 1996

                   WHEREAS, ALOHA AIRLINES, INC., a Delaware corporation
(the "Borrower"), obtained a revolving line of credit (the "Line")
from FIRST HAWAIIAN BANK, a Hawaii corporation, and UNION BANK, a
California Banking corporation (the "Original Lenders"), in the
principal sum of TWENTY-FIVE MILLION AND N01100 DOLLARS ($25,000,000.00);
and

                   WHEREAS, the Line has been amended several times by agreement
of the parties; and

                   WHEREAS, FIRST HAWAIIAN BANK, a Hawaii corporation, and
BANK OF HAWAII, a Hawaii corporation, are now the lenders under the
Line (the "Lenders"); and

                   WHEREAS, the Lenders and the Borrower have agreed to
further amend and extend the Maturity Date of the Line pursuant to that
certain Amended and Restated Loan Agreement - 1996 dated concurrently
herewith (the "Loan Agreement"), to be executed by the Borrower and the
Lenders, and such amended Line will be evidenced by an Amended and Restated
Promissory Note (the "Note") in the amount of $20,000,000.00 to be executed
by the Borrower and delivered to the Lenders; and

                   WHEREAS, ALOHA AIRGROUP, INC., a Hawaii corporation (the
"Guarantor"), is the parent of the Borrower and deems it to be to its own
financial benefit that the Lenders continue to make the Line available to the
Borrower; and

                   WHEREAS, the Guarantor executed that certain Guaranty
dated June 30, 1993 (the "Guaranty"), guaranteeing the Line; and

                   WHEREAS, the Lenders are willing to continue to make the
Line available to the Borrower, subject to the condition, among others, of
delivery of this Amended and Restated Guaranty - 1996, duty executed by the
Guarantor;

<PAGE>


                   NOW, THEREFORE, as an essential inducement to the Lenders
to continue to make the Line available to the Borrower and as a consideration
for their so doing, the Guaranty is hereby amended and restated in its
entirety as follows:

                   The Guarantor hereby unconditionally and irrevocably
guarantees to the Lenders, and to each holder of any interest in the Note
(each holder of any interest in the Note being hereinafter collectively and
individually called the "Holder") that: (i) the Borrower will duly and
punctually repay all amounts outstanding under the Line (whether such amounts
constitute "Advances" or "Letters of Credit", as defined in that certain
Amended and Restated Loan Agreement - 1996 dated as of December 31, 1996 (the
"Loan Agreement") together with interest thereon, in accordance with the
provisions of the Note and the Loan Agreement, whether at maturity, or by
acceleration or otherwise, all at the times and place and at the rate and in
the currency described therein; (ii) the Borrower will duly and punctually
observe and perform each and every agreement, covenant and condition on its
part to be observed or performed under the "Loan Documents" defined in the
Loan Agreement; and (iii) the Guarantor will pay to the Holder, promptly
after demand, the costs and expenses, including, but not limited to,
attorneys' fees, incurred in connection with enforcing the rights of the
Holder against the Guarantor following any default in the due observance or
performance of any agreement, covenant or condition on the part of the
Borrower to be performed or observed under the Loan Documents.

                   For the consideration aforesaid, the Guarantor hereby further
covenants and agrees as follows:

                   1.  UNCONDITIONAL AND ABSOLUTE  GUARANTY. This is an
unconditional and absolute guaranty of payment and not merely a guaranty of
collection, and if for any reason, any duty, agreement or obligation of the
Borrower contained in any of the Loan Documents shall not be observed or
performed by it, or if any amounts or any part thereof payable under or in

                                     -2-
<PAGE>

connection with any of the Loan Documents shall not be paid in full when and
as due and payable, the Guarantor undertakes promptly to observe and perform
or cause to be observed and performed each of such duties, agreements and
obligations and to pay forthwith such amounts to the Holder, regardless of
any defense or setoff or counterclaim which the Borrower may have or assert,
and regardless of whether or not any Holder or anyone on behalf of such
Holder shall have instituted any suit, action or proceeding or exhausted its
remedies or taken any steps to enforce any rights against any of such parties
or any other person to compel any such performance or to collect all or part
of any such amounts, either pursuant to the Loan Documents, or at law or in
equity, and regardless of any other condition or contingency.

                   2. WAIVER. The Guarantor hereby unconditionally (a) waives
any requirement that any Holder in the event of any default by the Borrower
first make demand upon, or seek to enforce remedies against, the Borrower or
the security before demanding payment under or seeking to enforce this
Guaranty; (b) covenants that this Guaranty will not be discharged except by
the complete performance of the obligations contained in the Loan Documents
and the termination of the Lenders' obligations thereunder; (c) agrees that
this Guaranty shall remain in full force and effect without regard to, and
shall not be affected or impaired, without limitation, by any invalidity,
irregularity or unenforceablility in whole or in part of any of the Loan
Documents or any limitation on the liability of the Borrower thereunder or
any limitation on the method or terms of payment thereunder which may now or
hereafter be caused or imposed in any manner whatsoever; and (d) forever
waives any rights of appraisement with regard to the value of any collateral
which the Holder may apply as a credit to the obligations of the Borrower,
through foreclosure or otherwise, and agrees that the determination by an
independent appraiser appointed by the Lenders of the value of such
collateral shall be binding upon the Guarantor for all purposes. The
Guarantor hereby unconditionally waives diligence, presentment

                                      -3-
<PAGE>

and protest and any notice of default in the payment of any amount at any
time payable by the Borrower under or in connection with any of the Loan
Documents and all other statutory or common law suretyship defenses now or
hereafter otherwise available.

                   3. NO RELEASE OF GUARANTY. The obligations, covenants,
agreements and duties of the Guarantor under this Guaranty shall not be
released, affected, stayed or impaired, without the written consent of the
Holder, by (a) any assignment, indorsement or transfer, in whole or in part,
of the Note, although made without notice to or the consent of the Guarantor;
or (b) any waiver by the Holder of the performance or observance by the
Borrower or the Guarantor of any of the agreements, covenants, terms or
conditions contained in the Loan Documents; or (c) any extension of the time
for payment of any amounts payable under or in connection with the Loan
Documents or of the time for performance by the Borrower or the Guarantor of
any other obligations under or arising out of the Loan Documents or any
extension or renewal thereof; or (d) the modification or amendment (whether
material or otherwise) of any duty, agreement or obligation of the Borrower
set forth in the Loan Documents; or (e) the voluntary or involuntary
liquidation, sale or other disposition of all or substantially all of the
assets of the Borrower or the Guarantor; or (f) any receivership, insolvency,
bankruptcy, reorganization, dissolution or other similar proceedings,
affecting the Borrower or the Guarantor or any of their assets; or (g) any
release of any property from the lien and security interest created by any of
the Loan Documents or the acceptance of additional or substitute property as
security under the Loan Documents; or (h) the release or discharge of the
Borrower from the observance or performance of any agreement, covenant, term
or condition contained in the Loan Documents; or (i) any action which the
Holder may take or omit to take by virtue of the Loan Documents or through
any course of dealing with the Borrower; or (j) the addition of a new
guarantor; or (k) the operation of law or any other cause, whether similar or
dissimilar to the foregoing, PROVIDED,

                                      -4-
<PAGE>

HOWEVER, that notwithstanding the foregoing, no such waiver, extension,
modification or amendment shall without the consent of the Guarantor increase
the principal amount of the Note, or increase the interest rate payable on
the Note, except in accordance with the express provisions of the Note and
the Loan Documents.

                   4. WAIVER OF SUBROGATION. The Guarantor hereby waives any
and all right the Guarantor may have to be subrogated to the right of the
Holder to receive payments or distributions of assets of the Borrower
following any payment made by the Guarantor on this Guaranty.

                   5. SUBORDINATION OF INDEBTEDNESS; BANKRUPTCY OF BORROWER.
Any indebtedness of the Borrower now or hereafter held by the Guarantor is
hereby subordinated to the indebtedness of the Borrower to the Holder; and,
upon the request of the Holder, such indebtedness of the Borrower to the
Guarantor shall be collected, enforced and received by the Guarantor as
trustee for the Holder and shall be paid over to the Holder on account of the
indebtedness of the Borrower to the Holder without reducing or affecting in
any manner the liability of the Guarantor under the other provisions of this
Guaranty. The Guarantor hereby assigns and transfers to the Holder all rights
to any payments or other distributions from any bankruptcy, reorganization,
insolvency, receivership or other proceeding affecting creditors' rights
relating to or in respect of the Borrower or its assets. If the Guarantor
fails to file a proper claim or proof of debt in the form required in such
proceeding prior to thirty (30) days before the expiration of time to file
claims in such proceedings, then the Holder has the right, and is hereby
authorized, to file an appropriate claim or claims for and on behalf of the
Guarantor.

                   6. LITIGATION; CHANGE IN GUARANTOR'S FINANCIAL CONDITION.
The Guarantor will promptly notify the Lenders of any litigation to which the
Guarantor becomes a party and any adverse change in the Guarantor's financial
condition which might impair or diminish the value

                                      -5-
<PAGE>

of this Guaranty to the Holder as an assurance of the repayment of the
indebtedness of the Borrower to the Holder. In the event of any such adverse
change which so impairs or diminishes the value of this Guaranty, the
Guarantor will, upon request of the Lenders, promptly furnish or make
available to the Holder such satisfactory additional security in such manner
as the Holder may reasonably request to compensate for such adverse change.
The Guarantor shall promptly furnish the Holder with such information,
financial or otherwise, as the Holder may from time to time request
concerning the Guarantor.

                   7. REMEDIES, CUMULATIVE. The rights and remedies of the
Holder hereunder and under the Loan Documents are cumulative and not
exclusive and may be exercised in whole or in part and in any order and at
any time or times as the Holder shall determine. All security of any kind or
nature received or receivable by the Holder for the repayment of the
indebtedness evidenced by the Note may be applied in any manner or order
determined by the Holder except as expressly provided otherwise in the Loan
Documents.

                   8. AMENDMENTS; CONTINUING LIABILITY. The terms of this
Guaranty may not be modified or amended except by a written agreement
executed by the Guarantor with the consent in writing of the Holder. The
obligations of the Guarantor under this Guaranty shall be continuing
obligations and a separate cause of action shall be deemed to arise in
respect of each default hereunder. The Guarantor will from time to time
deliver, upon request of the Holder, satisfactory acknowledgments of the
Guarantor's continued liability hereunder.

                   9. RECEIPT AND EXAMINATION OF LOAN DOCUMENTS. The
Guarantor hereby acknowledges that it has received and examined copies of the
Loan Documents, the observance and performance of which by the Borrower are
hereby guaranteed.

                   10. OWNERSHIP OF VOTING STOCK OF THE BORROWER. The
Guarantor shall at all times retain ownership of at least fifty-one percent
(51%) of the voting stock of the Borrower and shall

                                      -6-
<PAGE>

not sell, pledge or otherwise transfer such controlling interest in the
Borrower, other than the "Stock Pledge" described in the Loan Agreement,
without the written consent of the Holder. No transfer or pledge of stock in
the Borrower (with or without consent of the Holder) shall release, affect or
impair the continuing liability and obligation of the Guarantor under this
Guaranty.

                   11. NOTICES. Any notice or demand to be given or served
hereunder shall be in writing and personally delivered, or sent by registered
or certified mail addressed as follows:

        To LENDERS at:      First Hawaiian Bank
                            999 Bishop Street
                            Honolulu, Hawaii 96813
                            Attention: Adolph F. Chang
                                       Vice President
                                       Corporate Banking Division
                            FAX: (808) 525-6372

                                 and

                            Bank of Hawaii
                            P. 0. Box 2000 2100
                            Honolulu, Hawaii 96846
                            Attention: Wayne Hamano
                                       Vice President,
                                       Corporate Banking
                            FAX: (808) 537-8943

        To GUARANTOR at:    371 Aokea Street
                            Honolulu, Hawaii 96819
                            Attention: Senior Vice President-Finance & Planning
                                        and Chief Financial Officer
                            FAX: (808) 833-3100

Any such address may be changed from time to time by the addressee by serving
notice to the other party as above provided. Service of such notice or demand
shall be deemed complete on the date of actual delivery or at the expiration
of the second day after the date of mailing if mailed in Hawaii, whichever is
earlier.

                                      -7-
<PAGE>

                   12. PARTIES IN INTEREST. All covenants, agreements, terms
and conditions in this Guaranty contained shall be binding on the Guarantor
and the Guarantor's successors and assigns, and shall bind, inure to the
benefit of and be enforceable by the Holder from time to time.

                   13. GOVERNING LAW; SEVERABILITY. This Guaranty shall for
all purposes be construed in accordance with the laws of the State of Hawaii.
The Guarantor hereby irrevocably and unconditionally submits, for purposes of
any action or proceeding which the Holder may bring to enforce this Guaranty,
to the jurisdiction of the courts of the State of Hawaii and the Federal
District Court for the District of Hawaii. The submission to such
jurisdiction shall not prevent the Holder from commencing any such action or
proceeding in any other court having jurisdiction. If any provision of this
Guaranty is held to be invalid or unenforceable, the validity or
enforceability of the other provision shall remain unaffected.

                                      -8-
<PAGE>

                   14. PARAGRAPH HEADINGS. The headings of paragraphs herein
are inserted only for convenience and shall in no way define, describe or
limit the scope or intent of any provision of this Guaranty.

                   IN WITNESS WHEREOF, the Guarantor has executed this
instrument as of December 31, 1996.

                                       ALOHA AIRGROUP, INC.


                                       By  /s/ Brenda F. Cutwright
                                          ------------------------------------
                                          Its SR. VICE PRESIDENT FINANCE &
                                                    PLANNING AND CFO


                                       By  [ILLEGIBLE]
                                          ------------------------------------
                                          Its STAFF VICE PRESIDENT - FINANCE
                                                      & CONTROLLER



                                      -9-



<PAGE>

           SECOND AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on December 2, 1997 (the "Execution Date") but
effective as of December 2, 1997, by and between FIRST HAWAIIAN BANK, a
Hawaii corporation, BANK OF HAWAII, a Hawaii corporation (the "Lenders") and
ALOHA AIRLINES, INC., a Delaware corporation (the "Borrower"), and CITY
BANK, a Hawaii corporation ("CB"),

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower and the Lenders entered into that certain
Amended and Restated Loan Agreement - 1996 (the "Loan Agreement"), dated
December 31, 1996, relating to a line of credit (the "Line") in the principal
amount of $20,000,000.00 made by the Lenders to the Borrower for general
corporate purposes and to support the issuance of letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, the Borrower and the Lenders entered into that certain
First Amendment to Amended and Restated Loan Documents, effective as of
August 20, 1997 (the "First Amendment"), whereby, among other things, the
amount of the Line was increased to $30,000,000.00, with a permanent
commitment reduction of $5,000,000.00 on January 31, 1998; and

          WHEREAS, CB will be purchasing a participating interest in the Line
and the Borrower requested the Lenders to eliminate the commitment reduction
requirement; and

          WHEREAS, the Lenders and CB are willing to agree to such request,
upon and subject to the terms and conditions hereinafter set forth; and

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the  Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to
the  Lenders to execute this Amendment, the Borrower hereby repeats,
reaffirms and incorporates herein by reference all of the representations
and warranties contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended effective as of December 2, 1997, as follows:

             (a) The amount of the "Commitment" shall be THIRTY MILLION AND
NO/100 DOLLARS ($30,000,000.00) from the effective date of this Amendment
until the Maturity Date.

<PAGE>

             (b) The term "Lenders" and "Secured Party" shall mean First
Hawaiian Bank, Bank of Hawaii and City Bank.

             (c) The term "Facility Fee" is amended in its entirety to
provide as follows:

                  "FACILITY FEE" means an annual fee in an amount equal to
             the percentage represented by the applicable Facility Fee
             Percentage, multiplied by the amount of the Commitment, payable
             to the Borrower to the Agent quarterly in arrears (34% of which
             shall be remitted by First Hawaiian Bank to Bank of Hawaii and
             15% of which shall be remitted by First Hawaiian Bank to City
             Bank, upon receipt, as provided in Section 6.6 of this
             Agreement).

             (d) The term "LETTER OF CREDIT FEE" is amended in its entirety
to provide as follows:

                  "LETTER OF CREDIT FEE" means an annual fee in an amount
             equal to the percentage represented by the applicable Letter of
             Credit Fee Percentage, multiplied by the amount of each Letter
             of Credit issued hereunder, payable by the Borrower to First
             Hawaiian Bank quarterly in advance (34% of which shall be
             remitted by First Hawaiian Bank to Bank of Hawaii and 15% of
             which shall be remitted by First Hawaiian Bank to City Bank,
             upon receipt, as provided in Section 6.7 of this Agreement.

             (e) The first sentence of Section 2.1(b) of the Loan Agreement
is amended to provide as follows: "The Commitment, with respect to Advances
as well as Letters of Credit, shall be shared 15% by City Bank, 34% by Bank
of Hawaii and 51% by First Hawaiian Bank, although First Hawaiian Bank will
be the issuing bank for all Letters of Credit."

             (f) Section 2.3 of the Loan Agreement is amended to replace the
date "December 30, 1998" with the date "December 31, 1998".

             (g) Section 6.6 of the Loan Agreement is amended to provide as
follows:

                  6.6 FACILITY FEE. The Borrower shall pay the Facility Fee
             to the Agent, quarterly in arrears (34% of which shall be
             remitted by First Hawaiian Bank to Bank of Hawaii and 15% of
             which shall be remitted by First Hawaiian Bank to City Bank,
             upon receipt), based on a 365-day year and the actual number of
             days elapsed.

             (h) Section 6.7 of the Loan Agreement is amended to provide as
follows:

                  6.7 LETTER OF CREDIT FEE. The Borrower shall pay to First
             Hawaiian Bank, for each Letter of Credit issued and outstanding,
             the Letter of Credit Fee, aggregated quarterly, such payment to
             be made quarterly in advance, based on a year of 360 days and
             the actual days elapsed. First Hawaiian Bank shall retain for
             its own account 51% of each payment of the Letter of Credit Fee

                                     -2-

<PAGE>

             made by the Borrower, and shall remit to Bank of Hawaii 34% and
             to City Bank 15% of each payment of the Letter of Credit Fee
             made by the Borrower upon receipt by First Hawaiian Bank.

             (i) Section 8.8 of the Loan Agreement is amended to include the
following address for City Bank:

                 City Bank
                 201 Merchant Street, 11th Floor
                 Corporate Loan Department
                 Honolulu, Hawaii 96813
                 Attn: Roy Yonaoshi
                 FAX: 535-2805

             (j) The term "Loan Documents" shall mean all of the documents
and instruments executed by or for the benefit of the Borrower in connection
with the Line, including, without limitation, the Loan Agreement, the Note,
the Guaranty, the Stock Pledge, and the Negative Pledge Agreement, as the
same have been or may be amended with the consent of the Lenders.

          4. LOAN FEE; LETTER OF CREDIT FEE. The Borrower shall continue to
pay Loan Fees and Letter of Credit Fees as provided in the Loan Agreement, as
herein amended.

          5. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in fall force and effect.

          6. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

          7. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in any way be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          8. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          9. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          10. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii.

                                     -3-

<PAGE>

If any provision of this Amendment is held to be invalid or unenforceable,
the validity or enforceability of the other provisions of this Amendment
shall remain unaffected.

          11. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          12. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          13. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of December 2, 1997.


                                 FIRST HAWAIIAN BANK


                                 By /s/ Ann M.K. Lee
                                    -------------------------------------------
                                    Its ASSISTANT VICE PRESIDENT


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                 Its


                                 ALOHA AIRLINES, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its SR. VICE PRESIDENT FINANCE &
                                             PLANNING AND CFO


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its STAFF VICE PRESIDENT - FINANCE
                                             & CONTROLLER

                                     -4-

<PAGE>

If any provision of this Amendment is held to be invalid or unenforceable,
the valicity or enforceability of the other provisions of this Amendment
shall remain unaffected.

          11. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          12. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          13. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of December 2, 1997.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice Pres.


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                 Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its

                                     -4-

<PAGE>

If any provision of this Amendment is held to be invalid or unenforceable,
the valicity or enforceability of the other provisions of this Amendment
shall remain unaffected.

          11. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          12. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          13. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of December 2, 1997.

                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                 Its Senior Vice President


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its

                                     -4-

<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.


                                 ALOHA AIRGROUP, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its SR. VICE PRESIDENT FINANCE &
                                            PLANNING AND CFO

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its STAFF VICE PRESIDENT - FINANCE
                                              & CONTROLLER

                                     -5-

<PAGE>

[LOGO]   First Hawaiian Bank                           ANN M.K. LEE
         P.O. Box 3200                                 Assistant Vice President
         Honolulu, Hawaii 96847                        Hawaii Corporate Banking



                                  December 2, 1997



         Mr. Owen Sekimura
         Staff Vice President & Controller
         Aloha Airlines, Inc.
         371 Aokea Street
         Honolulu, Hawaii 96819

         Re: ALOHA AIRLINES, INC.
             $30.0 MILLION REVOLVING CREDIT FACILITY

         Enclosed are the following fully executed documents for your files:

         <TABLE>
         <CAPTION>
              NO. COPIES          DATE          DESCRIPTION
         ----------------------------------------------------------------------
                  <S>            <C>            <C>
                  1              12/2/97        Second Amendment to Amended and
                                                Restated Loan Documents
         </TABLE>

         Owen, thank you for all your help in getting the documents executed
         and delivered to me for closing of the facility. It continues to be
         a great pleasure working with you and your fine staff! Please don't
         hesitate to call me if you have any questions or need assistance
         with any of your financing needs.


                                       Sincerely,

                                       FIRST HAWAIIAN BANK


                                       /s/ Ann M.K. Lee


                                       Ann M.K. Lee
                                       Assistant Vice President



<PAGE>

           FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on June 29, 2000 (the "Execution Date") but effective
as of June 29, 2000, by and between FIRST HAWAIIAN BANK, a Hawaii
corporation, BANK OF HAWAII, a Hawaii corporation, and CITY BANK, a Hawaii
Corporation and ALOHA AIRLINES, INC., a Delaware corporation (the
"Borrower"), and AMERICAN SAVINGS BANK, a federal savings bank chartered by
the Office of Thrift Supervision, by its Corporate Banking Department,

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan Agreement"), dated December 31, 1996, relating to a line of credit (the
"Line") in the principal amount of $20,000,000.00 made by the Lenders (as
defined below) to the Borrower for general corporate purposes and to support
the issuance of letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank subsequently purchased a participating interest
in the Line; and

          WHEREAS, American Savings Bank desires to purchase, and First
Hawaiian Bank, Bank of Hawaii and City Bank desire to sell to American
Savings, a $5,000,000.00 participating interest in the Line; and

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the Loan Agreement.

          2. PURCHASE AND SALE OF INTEREST IN THE COMMITMENT. First Hawaiian
Bank, Bank of Hawaii and City Bank hereby sell and assign to American Savings
Bank, and American Savings Bank hereby purchases and accepts an assignment
of, a 16.666667% interest in the Commitment, and all rights, payments and
proceeds with respect thereto. First Hawaiian Bank shall retain a 42.500000%
interest, Bank of Hawaii shall retain a 28.333333% interest and City Bank
shall retain a 12.500000% interest in the Commitment, and all rights,
payments and proceeds with respect thereto. American Savings Bank, First
Hawaiian Bank, Bank of Hawaii and City Bank each agrees that it will not,
through any default in performance, cause any of the other Lenders to become
obligated to disburse funds in excess of their respective interests. The sale
to American Savings Bank of its percentage interest in the Commitment under
this Agreement shall be without recourse to the other Lenders.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended effective as of June 29, 2000, as follows:

<PAGE>

             (a) The term "Lenders" and "Secured Party" shall mean First
Hawaiian Bank, Bank of Hawaii, City Bank and American Savings Bank.

             (b) The term "Facility Fee" is amended in its entirety to
provide as follows:

                  "FACILITY FEE" means an annual fee in an amount equal to
              the percentage represented by the applicable Facility Fee
              Percentage, multiplied by the amount of the Commitment, payable
              by the Borrower to the Agent quarterly in arrears (28.333333%
              of which shall be remitted by First Hawaiian Bank to Bank of
              Hawaii, 12.500000% of which shall be remitted by First Hawaiian
              Bank to City Bank, and 16.666667% of which shall be remitted by
              First Hawaiian Bank to American Savings Bank, upon receipt, as
              provided in Section 6.6 of this Agreement).

             (c) The term "Letter of Credit Fee" is amended in its entirety
to provide as follows:

                  "LETTER OF CREDIT FEE" means an annual fee in an amount
              equal to the percentage represented by the applicable Letter of
              Credit Fee Percentage, multiplied by the amount of each Letter
              of Credit issued hereunder, payable by the Borrower to First
              Hawaiian Bank quarterly in advance (28.333333% of which shall
              be remitted by First Hawaiian Bank to Bank of Hawaii,
              12.500000% of which shall be remitted by First Hawaiian Bank to
              City Bank, and 16.666667% of which shall be remitted by First
              Hawaiian Bank to American Savings Bank, upon receipt, as
              provided in Section 6.7 of this Agreement).

             (d) The first sentence of Section 2.1(b) of the Loan Agreement
is amended to provide as follows: "The Commitment, with respect to Advances
as well as Letters of Credit, shall be shared 16.666667% by American Savings
Bank, 12.500000% by City Bank, 28.333333% by Bank of Hawaii and 42.500000% by
First Hawaiian Bank, although First Hawaiian Bank will be the issuing bank
for all Letters of Credit."

             (e) Section 6.6 of the Loan Agreement is amended to provide as
follows:

                  6.6 FACILITY FEE. The Borrower shall pay the Facility Fee
              to the Agent, quarterly in arrears (28.333333% of which shall
              be remitted by First Hawaiian Bank to Bank of Hawaii,
              12.500000% of which shall be remitted by First Hawaiian Bank to
              City Bank, and 16.666667% of which shall be remitted by First
              Hawaiian Bank to American Savings Bank, upon receipt), based on
              a 365-day year and the actual number of days elapsed.

             (f) Section 6.7 of the Loan Agreement is amended to provide as
follows:

                  6.7 LETTER OF CREDIT FEE. The Borrower shall pay to First
             Hawaiian Bank, for each Letter of Credit issued and outstanding,
             the Letter of Credit Fee, aggregated quarterly, such payment to
             be made quarterly in advance, based on a year of 360 days and
             the actual days elapsed. First Hawaiian Bank shall retain for
             its own account 42.500000% of each payment of the Letter of

                                       2

<PAGE>

              Credit Fee made by the Borrower, and shall remit to Bank of
              Hawaii 28.333333%, to City Bank 12.500000%, and to American
              Savings Bank 16.666667% of each payment of the Letter of Credit
              Fee made by the Borrower upon receipt by First Hawaiian Bank.

             (g) Section 8.8 of the Loan Agreement is amended to include the
following address for City Bank:

                 AMERICAN SAVINGS BANK
                 915 Fort Street, 4th Floor
                 Honolulu, Hawaii 96813
                 Attention: Corporate Banking Department

          4. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in full force and effect.

          5. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

          6. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in anyway be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          7. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          8. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          9. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held
to be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the

                                       3

<PAGE>

same instrument, and in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.

          12. BINDING Effect. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of June 29, 2000.


                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its

                                       4

<PAGE>

same instrument, and in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.

          12. BINDING Effect. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of _______________, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its

                                       4

<PAGE>

same instrument, and in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.

          12. BINDING Effect. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of _______, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its

                                       4

<PAGE>

same instrument, and in making proof of this Amendment, it shall not be
necessary to produce or account for more than one such counterpart.

          12. BINDING Effect. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of _______, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its EVP & CFO


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT FINANCE & CONTROLLER

                                       4

<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.


                                 ALOHA AIRGROUP, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its EVP & CFO

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT FINANCE & CONTROLLER

                                       5

<PAGE>

[LOGO]   FIRST HAWAIIAN BANK                                     ALOHA AIRLINES
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                                                 APR 25 2001
                                                                 Controller
                           FACSIMILE COVER LETTER


Date April 25, 2001                                                Time 2:24 PM
     -------------------                                                -------

-------------------------------------------------------------------------------
              DELIVER TO                                FROM
-------------------------------------------------------------------------------

Owen Sekimura                             Joyce Y. Sakai
                                          Vice President
Aloha Airlines                            Main Banking Center

-------------------------------------------------------------------------------
Telephone            Fax No.              Telephone        Fax No.
(808)                (808) 837-4498       (808) 525-6367   (808) 525-8921
-------------------------------------------------------------------------------

We are transmitting    18    page(s), including this cover letter.
                    --------

COMMENTS:

Subject:     Fourth and Fifth Amendment to Amended and Restated Loan Documents








-------------------------------------------------------------------------------
The documents accompanying this transmission contain information which is
PRIVILEGED, CONFIDENTIAL, and NONDISCLOSABLE. The information is intended
only for the use of the individual or entity named above. If you are not the
intended recipient, you are hereby notified that any dissemination,
distribution, copying, or use of this communication is strictly prohibited.
If you have received this communication in error, please notify us
immediately by telephone so that we can arrange for the return of the
original documents to us.
-------------------------------------------------------------------------------

          FIRST HAWAIIAN BANK - P.O. BOX 3200 - HONOLULU, HI 96847



<PAGE>

            FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on September 8, 2000 (the "Execution Date") but
effective as of September 8, 2000, by and between FIRST HAWAIIAN BANK, a
Hawaii corporation, BANK OF HAWAII, a Hawaii corporation, CITY BANK, a Hawaii
Corporation, and AMERICAN SAVINGS BANK, federal savings bank chartered by the
Office of Thrift Supervision, by its Corporate Banking Department, and ALOHA
AIRLINES, INC., a Delaware corporation (the "Borrower"),

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan Agreement"), dated December 31, 1996, relating to a line of credit (the
"Line") in the principal amount of $30,000,000.00 made available to the
Borrower for general corporate purposes and to support the issuance of
letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank and American Savings Bank subsequently purchased
participating interests in the Line; and

          WHEREAS, the Borrower and the Lenders desire to amend the terms of
the Line pursuant to the terms and conditions set forth herein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the  Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to
the  Lenders to execute this Amendment, the Borrower hereby repeats,
reaffirms and incorporates herein by reference all of the representations
and warranties contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended effective as of September 8, 2000, as follows:

             (a) The amount of the Commitment shall be TWENTY MILLION AND
NO/100 DOLLARS ($20,000,000.00) from tne effective date of this Amendment
until the Maturity Date.

             (b) The term "Facility Fee" is amended in its entirety to
provide as follows:

                  "FACILITY FEE" means an annual fee in an amount equal to
             the percentage represented by the applicable Facility Fee
             Percentage, multiplied by the

<PAGE>

             advance (and which shall be shared pro rate among the Lenders
             upon receipt, as provided in Section 6.6 of this Agreement).

             (c) The term "LETTER OF CREDIT FEE" is amended in its entirety
to provide as follows:

                  "LETTER OF CREDIT FEE" means an annual fee in an amount
             equal to the percentage represented by the applicable Letter of
             Credit Fee Percentage, multiplied by the amount of each Letter
             of Credit issued hereunder, payable by the Borrower to First
             Hawaiian Bank quarterly in advance (and which shall be shared
             pro rata among the Lenders upon receipt, as provided in Section
             6.7 of this Agreement.

              (d) The first sentence of Section 2.1(b) of the Loan Agreement
is amended to provide as follows: "The Commitment, with respect to Advances
as well as Letters of Credit, shall be shared 15.00% by American Savings
Bank, 11.25% by City Bank, 42.50% by Bank of Hawaii and 31.25% by First
Hawaiian Bank, although First Hawaiian Bank will be the issuing bank for all
Letters of Credit."

             (e) Section 6.6 of the Loan Agreement is amended to provide as
follows:

                  6.6 FACILITY FEE. The Borrower shall pay the Facility Fee
             to the Agent, quarterly in advance (42.50% of which shall be
             remitted by First Hawaiian Bank to Bank of Hawaii, 11.25% of
             which shall be remitted by First Hawaiian Bank to City Bank, and
             15.00% of which shall be remitted by First Hawaiian Bank to
             American Savings Bank, upon receipt), based on a 365-day year
             and the actual number of days elapsed.

             (f) Section 6.7 of the Loan Agreement is amended to provide as
follows:

                  6.7 LETTER OF CREDIT FEE. The Borrower shall pay to First
             Hawaiian Bank, for each Letter of Credit issued and outstanding,
             the Letter of Credit Fee, aggregated quarterly, such payment to
             be made quarterly in advance, based on a year of 360 days and
             the actual days elapsed. First Hawaiian Bank shall retain for
             its own account 31.25% of each payment of the Letter of Credit
             Fee made by the Borrower, and shall remit to Bank of Hawaii
             42.50%, to City Bank 11.25%, and to American Savings Bank 15.00%
             of each payment of the Letter of Credit Fee made by the Borrower
             upon receipt by First Hawaiian Bank.

             (g) Section 6.8 of the Loan Agreement is amended to provide as
follows:

                  6.8 MINIMUM CONSOLIDATED TANGIBLE NET WORTH. The
             Consolidated Group shall at all times maintain a Tangible Net
             Worth of not less than $22,772,000.00, plus (i) 50% of the
             cumulative annual consolidated net profit (before dividends) of
             the Consolidated Group, beginning with the year ended December
             31, 2000, without deduction for any annual loss, and (ii) 75% of
             the amount received from any infusion of new equity or issuance
             of new capital stock, occurring any time after December 31, 1999.

                                      -2-

<PAGE>

             (h) Section 6 of the Loan Agreement shall be amended to include
a new Section 6.12 as follows:

                  6.12 MAXIMUM DEBT TO WORTH RATIO. The Consolidated Group
             shall at all times maintain a "Debt to Worth Ratio" which shall
             not exceed 5.00 to 1. As used herein, the "Debt to Worth Ratio"
             shall mean the Total Liabilities divided by Tangible Net Worth.

             (i) The Loan Agreement shall be amended to include the following
new definitions:

                  "LIMITED GUARANTORS" means individually and collectively,
             (a) Aloha Securities & Investment Company, a Hawaii limited
             partnership, and (b) Sheridan Ing Partners Hawaii, a Hawaii
             limited partnership.

                  "LIMITED GUARANTY" means individually and collectively, (a)
             that certain Limited Guaranty dated the date of this Amendment,
             executed by Aloha Securities & Investment Company, in favor of
             the Lender, guaranteeing the due and punctual payment of
             $7,500,000.00 of the Note, upon the terms and conditions more
             particularly set forth therein; and (b) that certain Limited
             Guaranty dated the date of this Amendment, executed by Sheridan
             Ing Partners Hawaii, guaranteeing the due and punctual payment
             of $2,500,000.00 of the Note, upon the terms and conditions more
             particularly set forth therein.

                  "SECURITY AGREEMENT" means that certain security agreement
             executed concurrently herewith by and between the Guarantor and
             the Lender, which shall effect an assignment to the Lender of,
             and grant to the Lender a valid and subsisting first security
             interest in and to the items of collateral described therein.

             (j) The definition of "Loan Documents" shall be amended to
include the Limited Guaranty and the Security Agreement:

             (k) Section 6.10(c) of the Loan Agreement shall be amended to
change February 1 to March 1.

             (l) Section 6.10 of the Loan Agreement shall be amended to
include the following new subsections:

                  (d) as soon as available, but not later than one hundred
             twenty (120) days after the end of each fiscal year, financial
             statements of each Limited Guarantor acceptable to the Lender;
             and

                  (e) as soon as available, but not later than sixty (60)
             days after the end of each Quarter, an aging report of accounts
             receivable for each member of the Consolidated Group.

             (m) The definition of "Facility Fee Percentage" is amended as
follows:

                                      -3-

<PAGE>

                  "FACILITY FEE PERCENTAGE" means (a) one-fourth of one
             (0.25) percentage point whenever the Tangible Net Worth of the
             Consolidated Group is $38,000,000 or above; (b) one-fourth of
             one (0.25) percentage point whenever the Tangible Net Worth of
             the Consolidated Group is at least $30,000,000 but less than
             $38,000,000; (c) three-eighths of one (0.375) percentage point
             whenever the Tangible Net Worth of the Consolidated Group is at
             least $23,000,000 but less than $30,000,000; (d) one-half of one
             (0.50) percentage point whenever the Tangible Net Worth of the
             Consolidated Group is at least $16,000,000 but less than
             $23,000,000; and (e) one (1.0) percentage point whenever the
             Tangible Net Worth of the Consolidated Group is less than
             $16,000,000. The calculation of the Tangible Net Worth of the
             Consolidated Group for the previous Quarter shall be used to
             estimate the applicable Facility Fee Percentage for the next
             Quarter, and the Borrower and the Agent shall adjust the amounts
             actually paid during such Quarter, (the Borrower paying any
             shortfall to the Agent and the Agent crediting the Borrower for
             any overpayment), upon receipt by the Agent of the quarterly
             financial statements and calculation of the Tangible Net Worth
             of the Consolidated Group for the actual Quarter under
             consideration.

             (n) The definition of "Letter of Credit Fee Percentage" is
amended as follows:

                  "LETTER OF CREDIT FEE PERCENTAGE" means (a) one and
             one-half (1.50) percentage points whenever the Tangible Net
             Worth of the Consolidated Group is $16,000,000 or above; and (b)
             one and three-fourths (1.75) percentage points whenever the
             Tangible Net Worth of the Consolidated Group is less than
             $16,000,000. The evaluation of the Tangible Net Worth of the
             Consolidated Group for the previous Quarter shall be used to
             estimate the applicable Letter of Credit Fee Percentage for the
             next Quarter, and the Borrower and the Agent shall adjust the
             amounts actually paid during such Quarter, (the Borrower paying
             any shortfall to the Agent and the Agent crediting the Borrower
             for any overpayment), upon receipt by the Agent of the quarterly
             financial statements and calculation of the Tangible Net Worth
             of the Consolidated Group for the actual Quarter under
             consideration.

             (o) Section 1(m) of the Note shall be amended as follows:

                  (m) "MARGIN" means (i) one and one-half (1.50) percentage
             points, whenever the Tangible Net Worth of the Consolidated
             Group is $38,000,000 or above; and (b) two and one-fourth (2.25)
             percentage points whenever the Tangible Net Worth of the
             Consolidated Group is at least $30,000,000 but less than
             $38,000,000.

             (p) Section 2 of the Notes shall be amended to provide that
whenever the Tangible Net Worth of the Consolidated Group is less than
$30,000,000.00, the Maker shall not have the right to select the Agent's
One-Month LIBOR Rate, the Agent's Three-Month LIBOR Rate or the Agent's
Six-Month LIBOR Rate as the rate upon which interest on the Principal Balance
shall be based, and in such case interest shall be based on the Agent's Prime
Rate, as provided in Section 2(a) of the Note.

             (q) Section 2(a) of the Note shall be amended to provide as
follows:

                                      -4-

<PAGE>

                  (a) AGENT'S PRIME RATE. Whenever the Tangible Net Worth of
             the Consolidated Group is equal to or greater than $30,000,000,
             and the Maker selects the Agent's Prime Rate as the rate upon
             which interest shall be based, interest shall accrue on the
             unpaid Principal Balance until repaid, at a fluctuating rate per
             annum equal to the Agent's Prime Rate in effect from time to
             time while such advance is outstanding; PROVIDED, HOWEVER, that
             (a) whenever the Tangible Net Worth of the Consolidated Group is
             at least $23,000,000, but less than $30,000,000, the Maker shall
             NOT have the right to select the Agent's One-Month LIBOR Rate,
             the Agent's Three-Month LIBOR Rate or the Agent's Six-Month
             LIBOR Rate as the rate upon which interest on the Principal
             Balance shall be based, and interest shall accrue on the unpaid
             Principal Balance until repaid at a fluctuating rate per annum
             equal to the Agent's Prime Rate in effect during such period;
             (b) whenever the Tangible Net Worth of the Consolidated Group is
             at least $16,000,000, but less than $23,000,000, the Maker shall
             NOT have the right to select the Agent's One-Month LIBOR Rate,
             the Agent's Three-Month LIBOR Rate or the Agent's Six-Month
             LIBOR Rate as the rate upon which interest on the Principal
             Balance shall be based, and interest shall accrue on the unpaid
             Principal Balance until repaid at a fluctuating rate per annum
             equal to one-fourth of one (.25) percentage point higher than
             the Agent's Prime Rate in effect during such period; and (c)
             whenever the Tangible Net Worth of the Consolidated Group is
             less than $16,000,000, the Maker shall NOT have the right to
             select the Agent's One-Month LIBOR Rate, the Agent's Three-Month
             LIBOR Rate or the Agent's Six-Month LIBOR Rate as the rate upon
             which interest on the Principal Balance shall be based, and
             interest shall accrue on the unpaid Principal Balance until
             repaid at a fluctuating rate per annum equal to one-half of one
             (.50) percentage point higher than the Agent's Prime Rate in
             effect during such period. Each change in such interest rate
             shall take effect on the effective date of any change by the
             Agent in the Agent's Prime Rate. Whenever interest is based on
             the Agent's Prime Rate, such interest shall be computed for the
             actual number of days elapsed, on the basis of a 365-day year.

          4. CONSENT. The Lenders hereby consent to the Guaranty which the
Borrower will execute in connection with that certain term loan in the amount
of $20,000,000.00 to be made to Aloha Airgroup, Inc. by First Hawaiian Bank
(the "Airgroup Loan") and to the Security Agreement, together with a Uniform
Commercial Code Financing Statement, to be executed by the Borrower, Aloha
Islandair, Inc. and Aloha Airgroup, Inc., which will secure both the Line and
the Airgroup Loan.

          5. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in fall force and effect.

          6. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

                                      -5-

<PAGE>

          7. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in any way be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          8. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          9. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          10. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held
to be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.

          11. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          12. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          13. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of _______________, 2000.


                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Assistant Vice President


                                      -6-

<PAGE>

                                 CITY BANK


                                 By
                                    -------------------------------------------
                                     Its


                                 AMERICAN SAVINGS BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT


                                 ALOHA AIRLINES, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its


                                     -7-
<PAGE>

                                 CITY BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its


                                     -7-

<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.


                                 ALOHA AIRGROUP, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its


                                     -8-



<PAGE>

            SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS SIXTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on September 22, 2000 (the "Execution Date") but
effective as of September 22, 2000, by and between FIRST HAWAIIAN BANK, a
Hawaii corporation, BANK OF HAWAII, a Hawaii corporation, CITY BANK, a Hawaii
corporation, and AMERICAN SAVINGS BANK, a federal savings bank chartered by
the Office of Thrift Supervision, by its Corporate Banking Department, and
ALOHA AIRLINES, INC., a Delaware corporation (the "Borrower"),

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan Agreement"), dated December 31, 1996, relating to a line of credit (the
"Line") in the principal amount of $30,000,000.00 made available to the
Borrower for general corporate purposes and to support the issuance of
letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank and American Savings Bank subsequently purchased
participating interests in the Line; and

          WHEREAS, the Borrower and the Lenders desire to amend the terms of
the Line by extending the Maturity Date of the Line from December 31, 2000 to
August 16, 2002, pursuant to the terms and conditions set forth therein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the  Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to
the  Lenders to execute this Amendment, the Borrower hereby repeats,
reaffirms and incorporates herein by reference all of the representations
and warranties contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended effective as of September 22, 2000, as follows:

             (a) The term "Maturity Date" shall mean (a) August 16, 2002, or
(b) the date, following the occurrence of an Event of Default, on which the
Agent notifies the Borrower that the entire Principal Balance, together with
all accrued interest thereon, the amount of all outstanding Letters of
Credit, and all fees, charges, expenses, and all other sums payable under the
Loan Agreement and the other Loan Documents, shall become due and payable.

             (b) Section 2.1(a) of the Loan Agreement is amended in its
entirety as follows:

<PAGE>

                  (a) The Lenders agree, during the term of this Agreement,
             but subject to the terms and conditions contained herein, to
             make Advances to the Borrower, and First Hawaiian Bank agrees,
             from the Closing Date until July 16, 2002, but subject to the
             terms and conditions contained herein, to issue Letters of
             Credit for the account of the Borrower, in the aggregate amount
             which shall not exceed, at any one time, the amount of the
             Commitment. Within the limits of the Commitment, and subject to
             the terms and conditions contained herein, the Borrower may
             borrow, repay and reborrow.

             (c) The third sentence in Section 2.3 of the Loan Agreement is
amended as follows: "The expiry date of any Letter of Credit shall be no
later than August 16, 2002."

          4. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in full force and effect.

          5. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

          6. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in any way be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          7. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          8. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          9. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held
to be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

                                     -2-

<PAGE>

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of September 22, 2000.


                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Assistant Vice President


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its


                                     -3-

<PAGE>

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of September 22, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its


                                     -3-

<PAGE>

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of September 22, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By
                                    -------------------------------------------
                                    Its


                                 By
                                    -------------------------------------------
                                    Its


                                     -3-

<PAGE>

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of September 22, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 ALOHA AIRLINES, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its EXECUTIVE VICE PRESIDENT AND
                                          CHIEF FINANCIAL OFFICER


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT  FINANCE
                                           AND CONTROLLER


                                     -3-

<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.


                                 ALOHA AIRGROUP, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its EXECUTIVE VICE PRESIDENT FINANCE AND
                                            CHIEF FINANCIAL OFFICER

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its STAFF VICE PRESIDENT  FINANCE
                                              AND CONTROLLER


                                     -4-

<PAGE>

          AND ALOHA SECURITIES & INVESTMENT COMPANY, the "Limited Guarantor"
under that certain Limited Guaranty dated as of September 8, 2000, executed
by the Limited Guarantor in connection with the Fifth Amendment to Amended
and Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent
to the amendments to the Loan Documents, as described above; (b) agree that
the amendments to the Loan Documents described above shall not in any way
affect, impair, or diminish any of its obligations under the Limited
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Limited Guaranty, and if any such claims, demands, defenses or
offsets do exist, they are hereby irrevocably waived and released.

                                 ALOHA SECURITIES & INVESTMENT COMPANY


                                 By Aloha Investment Company, Inc.
                                    Its General Partner


                                 By /s/ Earl M. Ching
                                    -------------------------------------------
                                    Earl M. Ching
                                    Its Vice President


                                 Date: September 22, 2000


                                     -5-

<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under
that certain Limited Guaranty, dated as of September 8, 2000, executed by the
Limited Guarantor in connection with the Fifth Amendment to Amended and
Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
the amendments to the Loan Documents, as described above; (b) agree that the
amendments to the Loan Documents described above shall not in any way affect,
impair, or diminish any of its obligations under the Limited Guaranty, all of
which are hereby reaffirmed; and (c) acknowledge that it has no claims,
demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
City Bank or American Savings Bank or against its obligations under the
Guaranty, and if any such claims, demands, defenses or offsets do exist, they
are hereby irrevocably waived and released.


                                 SHERIDAN ING PARTNERS HAWAII


                                 By /s/ Louise K.Y. Ing
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                     -6-

<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under
that certain Limited Guaranty, dated as of September 8, 2000, executed by the
Limited Guarantor in connection with the Fifth Amendment to Amended and
Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
the amendments to the Loan Documents, as described above; (b) agree that the
amendments to the Loan Documents described above shall not in any way affect,
impair, or diminish any of its obligations under the Limited Guaranty, all of
which are hereby reaffirmed; and (c) acknowledge that it has no claims,
demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
City Bank or American Savings Bank or against its obligations under the
Guaranty, and if any such claims, demands, defenses or offsets do exist, they
are hereby irrevocably waived and released.


                                 SHERIDAN ING PARTNERS HAWAII


                                 By
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By /s/ Richard K.M. Ing
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                     -6-

<PAGE>

[LOGO]   First Hawaiian Bank                                    ALOHA AIRLINES
         P.O. Box 3200                                           OCT  19  2000
         Honolulu, Hawaii 96847                                   Controller



         October 18, 2000






         Mr. Owen Sekimura
         ALOHA AIRLINES, INC.
         P.O. BOX 30028
         Honolulu, Hawaii 96820

         Re: $20,000,000.00 Revolving Credit Facility to Aloha Airlines, Inc.

         Dear Owen:

         Enclosed for your files is a photocopy of the executed Sixth
         Amendment to Amended and Restated Loan Documents dated September 22,
         2000, which extended the maturity of the referenced facility from
         December 31, 2000 to August 16, 2002.

         Thank you for your cooperation in this transaction. Should you have
         any questions, please contact me at 525-6367.



         Sincerely,


         /s/ Danford H. Oshima


         Danford H. Oshima

         Enclosure



<PAGE>

          SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS SEVENTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on October 20, 2000 (the "Execution Date") but
effective as of October 23, 2000, by and between FIRST HAWAIIAN BANK, a
Hawaii corporation, BANK OF HAWAII, a Hawaii corporation, CITY BANK, a Hawaii
corporation, and AMERICAN SAVINGS BANK, a federal savings bank chartered by
the Office of Thrift Supervision, by its Corporate Banking Department, and
ALOHA AIRLINES, INC., a Delaware corporation (the "Borrower"),

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan Agreement"), dated December 31, 1996, relating to a line of credit (the
"Line") in the principal amount of $30,000,000.00 made available to the
Borrower for general corporate purposes and to support the issuance of
letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank and American Savings Bank subsequently purchased
participating interests in the Line; and

          WHEREAS, the Borrower and the Lenders desire to amend the terms of
the Line pursuant to the terms and conditions set forth herein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to
the Lenders to execute this Amendment, the Borrower hereby repeats,
reaffirms and incorporates herein by reference all of the representations
and warranties contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended effective as of October 23, 2000, as follows:

             (a) The first sentence of Section 2.1(b) of the Loan Agreement
is amended to provide as follows: "The Commitment, with respect to Advances
as well as Letters of Credit, shall be shared 15.00% by American Savings
Bank, 18.75% by City Bank, 42.50% by Bank of Hawaii and 23.75% by First
Hawaiian Bank, although First Hawaiian Bank will be the issuing bank for all
Letters of Credit."

             (b) Section 6.6 of the Loan Agreement is amended to provide as
follows:

<PAGE>

                  6.6 FACILITY FEE. The Borrower shall pay the Facility Fee
             to the Agent, quarterly in advance (42.50% of which shall be
             remitted by First Hawaiian Bank to Bank of Hawaii, 18.75% of
             which shall be remitted by First Hawaiian Bank to City Bank, and
             15.00% of which shall be remitted by First Hawaiian Bank to
             American Savings Bank, upon receipt), based on a 365-day year
             and the actual number of days elapsed.

             (c) Section 6.7 of the Loan Agreement is amended to provide as
follows:

                  6.7 LETTER OF CREDIT FEE. The Borrower shall pay to First
             Hawaiian Bank, for each Letter of Credit issued and outstanding,
             the Letter of Credit Fee, aggregated quarterly, such payment to
             be made quarterly in advance, based on a year of 360 days and
             the actual days elapsed. First Hawaiian Bank shall retain for
             its own account 23.75% of each payment of the Letter of Credit
             Fee made by the Borrower, and shall remit to Bank of Hawaii
             42.50%, to City Bank 18.75%, and to American Savings Bank 15.00%
             of each payment of the Letter of Credit Fee made by the Borrower
             upon receipt by First Hawaiian Bank.

          4. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in full force and effect.

          5. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

          6. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in any way be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          7. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          8. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          9. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held
to be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.



<PAGE>

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of October 23, 2000.


                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its




<PAGE>

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of October 23, 2000.


                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Assistant Vice President


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its




<PAGE>

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of             , 2000.
                                           ------------

                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its




<PAGE>

          10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          12. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date, but effective as of             , 2000.
                                           ------------

                                 FIRST HAWAIIAN BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 BANK OF HAWAII


                                 By
                                    -------------------------------------------
                                    Its


                                 CITY BANK


                                 By
                                    -------------------------------------------
                                    Its


                                 AMERICAN SAVINGS BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT




<PAGE>

                                 ALOHA AIRLINES, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its Executive Vice President and
                                          Chief Financial Officer


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT FINANCE
                                           AND CONTROLLER




<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.


                                 ALOHA AIRGROUP, INC.


                                 By /s/ Brenda F. Cutwright
                                    -------------------------------------------
                                    Its EXECUTIVE VICE PRESIDENT AND
                                            CHIEF FINANCIAL OFFICER

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its VICE PRESIDENT FINANCE
                                              AND CONTROLLER




<PAGE>

          AND ALOHA SECURITIES & INVESTMENT COMPANY, the "Limited Guarantor"
under that certain Amended and Restated Guaranty - 1996, dated as of
September 8, 2000, executed by the Limited Guarantor in connection with the
Fifth Amendment to Amended and Restated Loan Documents (the "Limited
Guaranty"), does hereby (a) consent to the amendments to the Loan Documents,
as described above; (b) agree that the amendments to the Loan Documents
described above shall not in any way affect, impair, or diminish any of its
obligations under the Limited Guaranty, all of which are hereby reaffirmed;
and (c) acknowledge that it has no claims, demands, defenses or offsets
against First Hawaiian Bank or Bank of Hawaii or City Bank or American
Savings Bank or against its obligations under the Limited Guaranty, and if
any such claims, demands, defenses or offsets do exist, they are hereby
irrevocably waived and released.

                                 ALOHA SECURITIES & INVESTMENT COMPANY


                                 By Aloha Investment Company, Inc.
                                    Its General Partner


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President




<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under
that certain Limited Guaranty, dated as of September 8, 2000, executed by the
Limited Guarantor in connection with the Fifth Amendment to Amended and
Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
the amendments to the Loan Documents, as described above; (b) agree that the
amendments to the Loan Documents described above shall not in any way affect,
impair, or diminish any of its obligations under the Limited Guaranty, all of
which are hereby reaffirmed; and (c) acknowledge that it has no claims,
demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
City Bank or American Savings Bank or against its obligations under the
Limited Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.

                                 SHERIDAN ING PARTNERS HAWAII


                                 By /s/ Louise K.Y. Ing
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner




<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under
that certain Limited Guaranty, dated as of September 8, 2000, executed by the
Limited Guarantor in connection with the Fifth Amendment to Amended and
Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
the amendments to the Loan Documents, as described above; (b) agree that the
amendments to the Loan Documents described above shall not in any way affect,
impair, or diminish any of its obligations under the Limited Guaranty, all of
which are hereby reaffirmed; and (c) acknowledge that it has no claims,
demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
City Bank or American Savings Bank or against its obligations under the
Limited Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.

                                 SHERIDAN ING PARTNERS HAWAII


                                 By
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By /s/ Richard K.M. Ing
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner




<PAGE>

[LOGO]                     FACSIMILE TRANSMITTAL
-------------------------------------------------------------------------------
                                                         P.O. Box 30028
                                                         Honolulu, Hawaii 96820

DATE:        April 25, 2001
TO:          Melissa Pavlicek
             Char Sakamoto Ishii Lum & Ching       FAX:          522-5144

FROM:        Owen Sekimura                         PHONE:        (808)837-4488
             Vice President-Finance & Controller   FAX:          (808)837-4498

NUMBER OF PAGES INCLUDING COVER SHEET:                   60 PAGES TOTAL
(WILL BE TRANSMITTED IN 2 PARTS; 33 PAGES / 27 PAGES)

-------------------------------------------------------------------------------

<PAGE>

[LOGO]   First Hawaiian Bank                                    ALOHA AIRLINES
         P.O. Box 3200                                           DEC  6  2000
         Honolulu, Hawaii 96847                                   Controller



         December 4, 2000






         Mr. Owen Sekimura
         ALOHA AIRLINES, INC.
         P.O. BOX 30028
         Honolulu, Hawaii 96820

         Re: $20,000,000.00 Revolving Credit Facility to Aloha Airlines, Inc.

         Dear Owen:

         Enclosed for your files is a photocopy of the executed Seventh
         Amendment to Amended and Restated Loan Documents dated October 20,
         2000, which amended the participation interests of First Hawaiian
         Bank and City Bank to $4,750,000 (23.75%) and $3,750,000 (18.75%),
         respectively.

         Thank you for your assistance. Should you have any questions or
         require any further assistance, please contact me at 525-6367.



         Sincerely,


         /s/ Danford H. Oshima


         Danford H. Oshima
         Vice President

         Enclosure



<PAGE>


            EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment" executed on May 7, 2001 (the "Execution Date") but effective as
of September 8, 2000, by and between FIRST HAWAIIAN BANK, a Hawaii
corporation, BANK OF HAWAII, a Hawaii corporation, CITY BANK, a Hawaii
corporation, and AMERICAN SAVINGS BANK, a federal savings bank chartered by
the office of thrift supervision, by its Corporate Banking Department, and
ALOHA AIRLINES, INC., a Delaware corporation (the "Borrower"),

                                WITNESSETH THAT:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan Agreement"), dated December 31, 1996, relating to a line of credit (the
"Line") in the original principal amount of $30,000,000.00 made available to
the Borrower for general corporate purposes and to support the issuance of
letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank and American Savings Bank subsequently purchased
participating interests in the Line; and

          WHEREAS, the parties have amended the Line pursuant to prior
amendments to the Loan Documents; and

          WHEREAS, the Borrower and the Lenders desire to further amend the
terms of the Line pursuant to the terms and conditions set forth herein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in the
Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to the
Lenders to execute this Amendment, the Borrower hereby repeats, reaffirms and
incorporates herein by reference all of the representations and warranties
contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby amended
effective as of SEPTEMBER 8, 2000, as follows:


             (a)   The definition of "Cash Flow" shall be amended in its
                   entirety as follows:

                           "CASH FLOW" means, with respect to the Consolidated
                   Group, the sum of (a) the net income of the Consolidated
                   Group (excluding non-recurring gains and losses), PLUS (b)
                   the sum of the following, to

<PAGE>

                   the extent deducted in determining net income: (i)
                   depreciation and amortization allowances, (ii) interest
                   expense (including imputed interest on Capital Leases),
                   (iii) deferred taxes and (iv) rent expenses, and LESS
                   (c) the change in the excess of non-cash current assets
                   over current liabilities (other than those pertaining to
                   the current portion of long term debt and accrued interest
                   and taxes) calculated on a rolling four quarters basis and
                   computed at the end of each Quarter.

          4. CONFORMANCE. The Loan Documents are hereby amended to conform with
this Amendment, but in all other respects all provisions of the Loan Documents
are to be and continue in full force and effect.

         5. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims defenses or offsets exist, they are hereby irrevocably
waived and released.

         6. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in any way be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except as
amended hereby.

         7. ENTIRE AGREEMENT. This Amendment incorporates all of the agreements
between the parties relating to the amendment of the Loan Documents and
supersedes all other prior or concurrent oral or written agreements or
understandings relating to such amendment.

         8. HEADINGS. The headings of paragraphs and subparagraphs herein are
inserted only for convenience and reference, and shall in no way define, limit
or describe the scope or intent of any provisions of this Amendment.

         9. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held to
be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.

         10. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

         11. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument, and in making proof of this
Amendment, it shall not be necessary to produce or account for more than one
such counterpart.

                                      -2-
<PAGE>

          12. BINDING EFFECT. This Amendment shall bind and inure to the benefit
of the parties hereto and their respective successors and assigns; provided,
however, that Borrower shall not assign this Amendment or any of the rights,
duties or obligations of Borrower hereunder without the prior written consent
of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the Execution Date.

                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 CITY BANK


                                 By /s/ Danford H. Oshima
                                    -------------------------------------------
                                 Its DANFORD H. OSHIMA
                                      Vice President


                                 AMERICAN SAVINGS BANK


                                 By
                                    -------------------------------------------
                                    Its Vice President


                                 ALOHA AIRLINES, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President & CEO

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Executive Vice President & CEO


                                      -3-
<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain Amended
 and Restated Guaranty - 1996, dated as of December 31, 1996, executed by the
 Guarantor in connection with the Line (the "Guaranty"), does hereby (a) consent
 to the amendments to the Loan Documents, as described above; (b) agree that the
 amendments to the Loan Documents described above shall not in any way affect,
 impair, or diminish any of its obligations under the Guaranty, all of which are
 hereby reaffirmed; and (c) acknowledge that it has no claims, demands, defenses
 or offsets against First Hawaiian Bank or Bank of Hawaii or City Bank or
 American Savings Bank or against its obligations under the Guaranty, and if any
 such claims, demands, defenses or offsets do exist, they are hereby irrevocably
 waived and released.

                                 ALOHA AIRGROUP, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President & CEO

                                 By /s/ Brenda F. Cartwright
                                    -------------------------------------------
                                    Its Executive Vice President & CEO


                                      -4-
<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under that
 certain Limited Guaranty dated as of September 8, 2000, executed by the Limited
 Guarantor in connection with the Fifth Amendment to Amended and Restated Loan
 Documents (the "Limited Guaranty"), does hereby (a) consent to the amendments
 to the Loan Documents, as described above; (b) agree that the amendments to the
 Loan Documents described above shall not in any way affect, impair, or diminish
 any of its obligations under the Limited Guaranty, all of which are hereby
 reaffirmed; and (c) acknowledge that it has no claims, demands, defenses or
 offsets against First Hawaiian Bank or Bank of Hawaii or City Bank or American
 Savings Bank or against its obligations under the Limited Guaranty, and if any
 such claims, demands, defenses or offsets do exist, they are hereby irrevocably
 waived and released.

                                 SHERIDAN ING PARTNERS HAWAII


                                 By /s/ Louise K.Y. Ing
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By /s/ Richard K.M. Ing
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                      -5-
<PAGE>

          AND ALOHA SECURITIES & INVESTMENT COMPANY, the "Limited Guarantor"
 under that certain Limited Guaranty dated as of September 8, 2000, executed by
 the Limited Guarantor in connection with the Fifth Amendment to Amended and
 Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
 the amendments to the Loan Documents, as described above; (b) agree that the
 amendments to the Loan Documents described above shall not in any way affect,
 impair, or diminish any of its obligations under the Limited Guaranty, all of
 which are hereby reaffirmed; and (c) acknowledge that it has no claims,
 demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
 City Bank or American Savings Bank or against its obligations under the Limited
 Guaranty, and if any such claims, demands, defenses or offsets do exist, they
 are hereby irrevocably waived and released.

                                 ALOHA SECURITIES & INVESTMENT COMPANY

                                 By Aloha Investment Company, Inc.
                                    Its General Partner


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President


                                      -6-



<PAGE>

             NINTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS

          THIS NINTH AMENDMENT TO AMENDED AND RESTATED LOAN DOCUMENTS (this
"Amendment") executed on May 7, 2001 (the "Execution Date") but effective as
of  December 31, 2000, by and between FIRST HAWAIIAN BANK, a Hawaii
corporation,  BANK OF HAWAII, a Hawaii corporation, CITY BANK, a Hawaii
corporation, and  AMERICAN SAVINGS BANK, a federal savings bank chartered by
the Office of Thrift  Supervision, by its Corporate Banking Department, and
ALOHA AIRLINES, INC., a  Delaware corporation (the "Borrower"),

                       W I T N E S S E T H   T H A T:

          WHEREAS, the Borrower, First Hawaiian Bank and Bank of Hawaii
entered  into that certain Amended and Restated Loan Agreement - 1996 (the
"Loan  Agreement"), dated December 31, 1996, relating to a line of credit
(the  "Line") in the original principal amount of $30,000,000.00 made
available to  the Borrower for general corporate purposes and to support the
issuance of  letters of credit; and

          WHEREAS, in connection therewith, the Borrower and the Lenders
executed certain "Loan Documents", as defined in the Loan Agreement; and

          WHEREAS, City Bank and American Savings Bank subsequently purchased
participating interests in the Line; and

          WHEREAS, the parties have amended the Line pursuant to prior
amendments to the Loan Documents; and

          WHEREAS, the Borrower and the Lenders desire to further amend the
terms of the Line pursuant to the terms and conditions set forth herein;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in
the  Loan Agreement.

          2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to
the  Lenders to execute this Amendment, the Borrower hereby repeats,
reaffirms and  incorporates herein by reference all of the representations
and warranties  contained in Section 3 of the Loan Agreement.

          3. AMENDMENT OF LOAN DOCUMENTS. The Loan Documents are hereby
amended  as follows:

             (a) Effective as of December 31, 2000, the definition of "Cash
Flow"  as contained in the Loan Agreement shall be as follows:

                  "CASH FLOW" means, with respect to the Consolidated Group,
             the sum of (a) the net income of the Consolidated Group (excluding


<PAGE>

             non-recurring gains and losses), PLUS (b) the sum of the
             following, to the extent deducted in determining net income: (i)
             depreciation and amortization allowances, (ii) interest expense
             (including imputed interest on Capital Leases), (iii) deferred
             taxes and (iv) rent expenses, and LESS (c) the change in the
             excess of non-cash current assets over current liabilities
             (other than those pertaining to the current portion of long term
             debt and accrued interest and taxes and unearned transportation
             revenue) calculated on a rolling four quarters basis and
             computed at the end of each Quarter.

             (b) Effective as of The Execution Date, the following shall be a
new defined term under the Loan Agreement:

                  "AIRCRAFT SECURITY AGREEMENT" means that certain Security
             Agreement and Chattel Mortgage dated May 7, 2001, executed by
             Aloha Airlines, Inc., in favor of the Lender, which shall
             constitute a first security interest and chattel mortgage over
             certain aircraft, engines and spare parts owned by Aloha
             Airlines, Inc., and more particularly described therein.

                  "FFE SECURITY AGREEMENT" means that certain Security
             Agreement dated May 7, 2001, executed by Aloha Airlines, Inc.,
             Aloha Airgroup, Inc. and Aloha IslandAir, Inc., which shall
             constitute a first security interest over furniture, fixtures,
             equipment and other collateral owned by Aloha Airlines, Inc.,
             Aloha Airgroup, Inc. and Aloha IslandAir, Inc., and more
             particularly described therein.

             (c) Effective as of The Execution Date, the definition of "Loan
 Documents", as contained in the Loan Agreement, shall be as follows:

                  "LOAN DOCUMENTS" means all of the documents and instruments
             executed by or for the benefit of the Borrower in connection
             with the Loan, including, without limitation, this Agreement,
             the Note, the Guaranty, the Limited Guaranty, the Stock Pledge,
             the Security Agreement, the Aircraft Security Agreement and the
             FFE Security Agreement.

             (d) Effective as of December 31, 2000, Section 6.9 of the Loan
 Agreement shall be amended to read in its entirety as follows:

                  6.9 MINIMUM FIXED CHARGE COVERAGE RATIO. The Consolidated
             Group shall maintain a Fixed Charge Coverage Ratio as set forth
             below:

               (i) for the Quarter ending
                   March 31, 2001:                not less than 1.05 to 1;
              (ii) for the Quarter ending
                   June 30, 2001:                 not less than 1.05 to 1;
             (iii) for the Quarter ending
                   September 30, 2001:            not less than 1.10 to 1; and



                                      -2-
<PAGE>


              (iv) for the Quarter ending December 31, 2001
                            and thereafter:       not less than 1.20 to 1.

             (e) Effective December 31, 2000, Section 6.12 of the Loan
Agreement shall be amended to read in its entirety as follows:

                  6.12 MAXIMUM DEBT TO WORTH RATIO. The Consolidated Group
             shall maintain a Debt to Worth Ratio as set forth below:

               (i) for the Quarter ending
                   December 31, 2000:             not to exceed 5. 10 to 1;
              (ii) for the Quarter ending
                   March 31, 2001:                not to exceed 5.50 to 1;
             (iii) for the Quarter ending
                   June 30, 2001:                 not to exceed 5.50 to 1;
              (iv) for the Quarter ending
                   September 30, 2001:            not to exceed 5.0 to 1; and
               (v) for the Quarter ending
                   December 31, 2001 and
                   thereafter:                    not to exceed 5.0 to 1.

As used herein, the Debt to Worth Ratio shall mean the Total Liabilities
divided by Tangible Net Worth.

          4. DELIVERY OF RELATED DOCUMENTS. The Borrower shall deliver to the
Lender the following documents, all of which shall be in form and substance
satisfactory to the Lender and its counsel:

             (a) On or before The Execution Date, the Aircraft Security
Agreement and the FFE Security Agreement, together with respective Uniform
Commercial Code Financing Statements, perfecting the security interest granted
to the Lender in the Aircraft Security Agreement and the FFE Security
Agreement.

             (b) On or before the date which is thirty days after the Execution
Date, an appraisal on the collateral covered by the Aircraft Security
Agreement, and 10 of the 11 "Spare Engines" and the aircraft parts that are
included in the collateral covered by the FFE Security Agreement, in form and
substance satisfactory to the Lender. If the aggregate value of (i) the
collateral which is the subject of such appraisal (determined as of the date of
such appraisal), and (ii) accounts receivable of Aloha Airgroup, Inc., Aloha
Airlines, Inc., and Aloha IslandAir, Inc., which are not more than 60 days past
due, is less than $40,000,000.00, the Lender shall have the right for sixty
(60) days after the Borrower advises the Lender of the calculation of the
aggregate value pursuant to this section to require additional collateral or a
restructuring of the Loan.

             (c) Corporate Resolutions of the Board of Directors of the
Borrower, authorizing the execution and delivery of this Amendment, the
Aircraft Security Agreement and the FFE Security Agreement.

          5. AMENDMENT FEE. The Borrower shall pay to the Lender an amendment
fee in the amount of $10,000.00 on the execution of this Amendment.


                                      -3-
<PAGE>

          6. CONFORMANCE. The Loan Documents are hereby amended to conform
with this Amendment, but in all other respects all provisions of the Loan
Documents are to be and continue in full force and effect.

          7. NO OFFSETS. As of the date hereof, the Borrower has no claims,
defenses or offsets against the Lenders or against the Borrower's obligations
under the Loan Documents, as herein amended, whether in connection with the
negotiations for or closing of the Line, of this Amendment, or otherwise, and
if any such claims, defenses or offsets exist, they are hereby irrevocably
waived and released.

          8. NO WAIVER. This Amendment is made on the express condition that
nothing herein contained shall in anyway be construed as affecting, impairing
or waiving any rights of the Lenders under any of the Loan Documents, except
as amended hereby.

          9. ENTIRE AGREEMENT. This Amendment incorporates all of the
agreements between the parties relating to the amendment of the Loan
Documents and supersedes all other prior or concurrent oral or written
agreements or understandings relating to such amendment.

          10. HEADINGS. The headings of paragraphs and subparagraphs herein
are inserted only for convenience and reference, and shall in no way define,
limit or describe the scope or intent of any provisions of this Amendment.

          11. GOVERNING LAW; SEVERABILITY. This Amendment is executed and
delivered, and shall be construed, enforced, and governed, in accordance with
the laws of the State of Hawaii. If any provision of this Amendment is held
to be invalid or unenforceable, the validity or enforceability of the other
provisions of this Amendment shall remain unaffected.

          12. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits to the jurisdiction of the courts of the State of
Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lenders from commencing
any such action or proceeding in any other court having jurisdiction.

          13. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same instrument, and in making proof of
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart.

          14. BINDING EFFECT. This Amendment shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that Borrower shall not assign this Amendment or any of
the rights, duties or obligations of Borrower hereunder without the prior
written consent of Lenders.

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the Execution Date.

                                      -4-
<PAGE>

                                 FIRST HAWAIIAN BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 BANK OF HAWAII


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                 CITY BANK


                                 By /s/ Danford H. Oshima
                                    -------------------------------------------
                                 Its Danford H. Oshima
                                      Vice President


                                 AMERICAN SAVINGS BANK


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Vice President


                                      -5-

<PAGE>

                                 ALOHA AIRLINES, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President & CEO

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Executive Vice President & CFO















                                      -6-
<PAGE>

          AND ALOHA AIRGROUP, INC., the "Guarantor" under that certain
Amended and Restated Guaranty - 1996, dated as of December 31, 1996, executed
by the Guarantor in connection with the Line (the "Guaranty"), does hereby
(a) consent to the amendments to the Loan Documents, as described above; (b)
agree that the amendments to the Loan Documents described above shall not in
any way affect, impair, or diminish any of its obligations under the
Guaranty, all of which are hereby reaffirmed; and (c) acknowledge that it has
no claims, demands, defenses or offsets against First Hawaiian Bank or Bank
of Hawaii or City Bank or American Savings Bank or against its obligations
under the Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.

                                 ALOHA AIRGROUP, INC.


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President & CEO

                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its Executive Vice President & CFO


                                      -7-
<PAGE>

          AND SHERIDAN ING PARTNERS HAWAII, the "Limited Guarantor" under
that certain Limited Guaranty dated as of September 8, 2000, executed by the
Limited Guarantor in connection with the Fifth Amendment to Amended and
Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
the amendments to the Loan Documents, as described above; (b) agree that the
amendments to the Loan Documents described above shall not in any way affect,
impair, or diminish any of its obligations under the Limited Guaranty, all of
which are hereby reaffirmed; and (c) acknowledge that it has no claims,
demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
City Bank or American Savings Bank or against its obligations under the
Limited Guaranty, and if any such claims, demands, defenses or offsets do
exist, they are hereby irrevocably waived and released.

                                 SHERIDAN ING PARTNERS HAWAII


                                 By /s/ Louise K.Y. Ing
                                    -------------------------------------------
                                    Louise K.Y. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                 By /s/ Richard K.M. Ing
                                    -------------------------------------------
                                    Richard K.M. Ing
                                    Co-Trustee of the Sheridan Ing FLP Trust
                                    Its General Partner


                                      -8-
<PAGE>

          AND ALOHA SECURITIES & INVESTMENT COMPANY, the "Limited Guarantor"
 under that certain Limited Guaranty dated as of September 8, 2000, executed by
 the Limited Guarantor in connection with the Fifth Amendment to Amended and
 Restated Loan Documents (the "Limited Guaranty"), does hereby (a) consent to
 the amendments to the Loan Documents, as described above; (b) agree that the
 amendments to the Loan Documents described above shall not in any way affect,
 impair, or diminish any of its obligations under the Limited Guaranty, all of
 which are hereby reaffirmed; and (c) acknowledge that it has no claims,
 demands, defenses or offsets against First Hawaiian Bank or Bank of Hawaii or
 City Bank or American Savings Bank or against its obligations under the Limited
 Guaranty, and if any such claims, demands, defenses or offsets do exist, they
 are hereby irrevocably waived and released.

                                 ALOHA SECURITIES & INVESTMENT COMPANY

                                 By Aloha Investment Company, Inc.
                                    Its General Partner


                                 By /s/ [ILLEGIBLE]
                                    -------------------------------------------
                                    Its President


                                      -9-




<PAGE>

                           AMENDMENT TO LOAN DOCUMENTS
                           ---------------------------

     THIS AMENDMENT TO LOAN DOCUMENTS ("Amendment"), dated May 7, 2001 (the
"Execution Date"), but effective as of December 31, 2000, by and between FIRST
HAWAIIAN BANK, a Hawaii corporation (the "Lender"), ALOHA AIRGROUP, INC., a
Hawaii corporation (the "Borrower"), ALOHA AIRLINES, INC., a Delaware
corporation (the "Guarantor"), and ALOHA SECURITIES & INVESTMENT COMPANY, a
Hawaii limited partnership, and SHERIDAN ING PARTNERS HAWAII, a Hawaii limited
partnership (the "Limited Guarantors");

                          W I T N E S S E T H  T H A T:
                          - - - - - - - - - -  - - - -

     WHEREAS, the Lender and the Borrower entered into that certain Loan
Agreement ($20,000,000.00 Term Loan) (the "Loan Agreement"), dated September 8,
2000, relating to a loan (the "Loan") in the principal amount of $20,000,000.00
made by the Lender to the Borrower; and

     WHEREAS, in connection therewith, the Borrower and the Lender executed
certain "Loan Documents", as defined in the Loan Agreement; and

     WHEREAS, the Borrower has requested the Lender to make certain amendments
to the financial covenants contained in the Loan Agreement; and

     WHEREAS, the Lender is willing to comply with such request, upon and
subject to the terms and conditions hereinafter set forth; and

     NOW, THEREFORE, the Lender and the Borrower hereby agree as follows:

     1. DEFINITIONS. All capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as those ascribed to them in the
Loan Agreement.

     2. REPRESENTATIONS AND WARRANTIES. As an essential inducement to the Lender
to execute this Amendment, the Borrower hereby repeats, reaffirms and
incorporates herein by reference all of the representations and warranties
contained in Section 3 of the Loan Agreement.

     3. AMENDMENT OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS. The Loan Agreement
and the other Loan Documents are hereby amended as follows:

     (a) Effective as of December 31, 2000, the definition of "Cash Flow" as
contained in the Loan Agreement shall be as follows:

          "CASH FLOW" means, with respect to the Consolidated Group, the sum of
     (a) the net income of the Consolidated Group (excluding non-recurring gains
     and losses), plus (b) the sum of the following, to the extent deducted in
     determining net income: (i) depreciation and amortization allowances, (ii)
     interest expense (including imputed interest on Capital Leases), (iii)
     deferred taxes and (iv) rent expenses, and less (c) the change in the
     excess of non-cash current assets over current liabilities (other than


                                      - 1 -
<PAGE>

     those pertaining to the current portion of long term debt and accrued
     interest and taxes and unearned transportation revenue) calculated on a
     rolling four quarters basis and computed at the end of each Quarter."

     (b) Effective as of the Execution Date, the following shall be a new
defined term under the Loan Agreement:

               "AIRCRAFT SECURITY AGREEMENT" means that certain Security
          Agreement and Chattel Mortgage dated May 7, 2001, executed by Aloha
          Airlines, Inc., in favor of the Lender, which shall constitute a first
          security interest and chattel mortgage over certain aircraft, engines,
          and spare parts owned by Aloha Airlines, Inc., and more particularly
          described therein.

               "FFE SECURITY AGREEMENT" means that certain Security Agreement
          dated May 7, 2001, executed by Aloha Airlines, Inc., Aloha Airgroup,
          Inc. and Aloha IslandAir, Inc., which shall constitute a first
          security interest over furniture, fixtures, equipment and other
          collateral owned by Aloha Airlines, Inc., Aloha Airgroup, Inc. and
          Aloha IslandAir, Inc., and more particularly described therein.

     (c) Effective as of the Execution Date, the definition of "Loan Documents",
as contained in the Loan Agreement, shall be as follows:

               "LOAN DOCUMENTS" means all of the documents and instruments
          executed by or for the benefit of the Borrower in connection with the
          Loan, including, without limitation, this Agreement, the Note, the
          Guaranty, the Limited Guaranty, the Stock Pledge, the Security
          Agreement, the Aircraft Security Agreement and the FFE Security
          Agreement; provided, however, that the Participation Rights Agreement
          is not included within the definition of Loan Documents.

     (d) Effective as of December 31, 2000, Section 5.10 of the Loan Agreement
shall be amended to read in its entirety as follows:

               "5.10 MINIMUM FIXED CHARGE COVERAGE RATIO. The Consolidated
          Group shall maintain a Fixed Charge Coverage Ratio as set forth below:

<TABLE>
<CAPTION>
<S>                                                                          <C>
          (i)    for the Quarter ending March 31, 2001:                      not less than 1.05 to 1;
          (ii)   for the Quarter ending June 30, 2001:                       not less than 1.05 to 1;
          (iii)  for the Quarter ending September 30, 2001:                  not less than 1.10 to 1; and
          (iv)   for the Quarter ending December 31, 2001 and thereafter:    not less than 1.20 to 1."
</TABLE>

     (e) Effective as of December 31, 2000, Section 5.11 of the Loan Agreement
shall be amended to read in its entirety as follows:

               "5.11 MAXIMUM DEBT TO WORTH RATIO. The Consolidated Group shall
          maintain a Debt to Worth Ratio as set forth below:


                                      - 2 -
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                           <C>
          (i)   for the Quarter ending December 31, 2000                      not to exceed 5.10 to 1;
          (ii)  for the Quarter ending March 31, 2001:                        not to exceed 5.50 to 1;
          (iii) for the Quarter ending June 30, 2001:                         not to exceed 5.50 to 1;
          (iv)  for the Quarter ending September 30, 2001:                    not to exceed 5.0 to 1; and
          (v)   for the Quarter ending December 31, 2001 and thereafter:      not to exceed 5.0 to 1."
</TABLE>

     4. DELIVERY OF RELATED DOCUMENTS. The Borrower shall deliver to the Lender
the following documents, all of which shall be in form and substance
satisfactory to the Lender and its counsel:

     (a) On or before May 7, 2001, the Aircraft Security Agreement and the FFE
Security Agreement, together with respective Uniform Commercial Code Financing
Statements, perfecting the security interest granted to the Lender in the
Aircraft Security Agreement and the FFE Security Agreement.

     (b) On or before the date which is thirty days after the Execution Date, an
appraisal on the collateral covered by the Aircraft Security Agreement, and 10
of the 11 "Spare Engines" and the aircraft parts that are included in the
collateral covered by the FFE Security Agreement, in form and substance
satisfactory to the Lender. If the aggregate value of (i) the collateral which
is the subject of such appraisal (determined as of the date of such appraisal),
and (ii) accounts receivable of Aloha Airgroup, Inc., Aloha Airlines, Inc., and
Aloha IslandAir, Inc., which are not more than 60 days past due, is less than
$40,000,000.00, the Lender shall have the right, for sixty (60) days after the
Borrower advises the Lender of the calculation of the aggregate value pursuant
to this section, to require additional collateral or a restructuring of the
Loan.

     (c) Corporate Resolutions of the Board of Directors of the Borrower,
authorizing the execution and delivery of this Amendment, and of the Board of
Directors of Aloha Airlines, Inc., authorizing the execution and delivery of
this Amendment, the Aircraft Security Agreement and the FFE Security Agreement.

     5. AMENDMENT FEE. The Borrower shall pay to the Lender an amendment fee in
the amount of $10,000.00 on the execution of this Amendment.

     6. CONFORMANCE. The Loan Documents are hereby amended to conform with this
Amendment, but in all other respects such provisions are to be and continue in
full force and effect.

     7. CONTINUANCE OF SECURITY. The performance of the obligations of the
Borrower under the Loan Documents, as herein amended, shall be fully secured by
and entitled to the benefits of all of the security documents/guaranties/and
limited guaranties described in the Loan Agreement and the other Loan Documents,
and any modifications, extensions, renewals or replacements thereof.

     8. CONTINUING GUARANTY. The Guarantor hereby consents to the foregoing
amendments, reaffirms its obligations under that certain Guaranty dated
September 8, 2000 executed by the


                                     - 3 -
<PAGE>

Guarantor (the "Guaranty"), and covenants that the execution and delivery of
this Amendment shall not in any way affect, impair or diminish its obligations
under the Guaranty.

     9. CONTINUING LIMITED GUARANTIES. Each of the Limited Guarantors hereby
consents to the foregoing amendments, reaffirms its obligations under that
certain Limited Guaranty dated September 8, 2000 executed by such Limited
Guarantor (the "Limited Guaranty"), and covenants that the execution and
delivery of this Amendment shall not in any way affect, impair or diminish its
obligations under its Limited Guaranty.

     10. NO OFFSETS. As of the date hereof, the Borrower has no claims, defenses
or offsets against the Lender or against the Borrower's obligations under the
"Loan Documents", as herein amended, whether in connection with the negotiations
for or closing of the Loan, of this Amendment, or otherwise, and if any such
claims, defenses or offsets exist, they are hereby irrevocably waived and
released. As of the date hereof, the Guarantor has no claims, defenses or
offsets against the Lender or against the Guarantor's obligations under the
Guaranty, whether in connection with the negotiations for or closing of the
Loan, of this Amendment, or otherwise, and if any such claims, defenses or
offsets exist, they are hereby irrevocably waived and released. As of the date
hereof, neither of the Limited Guarantors has any claims, defenses or offsets
against the Lender or against such Limited Guarantor's obligations under its
Limited Guaranty, whether in connection with the negotiations for or closing of
the Loan, of this Amendment, or otherwise, and if any such claims, defenses or
offsets exist, they are hereby irrevocably waived and released.

     11. NO WAIVER. This Amendment is made on the express condition that nothing
herein contained shall in any way be construed as affecting, impairing or
waiving any rights of the Lender under any of the Loan Documents, as herein
amended.

     12. ENTIRE AGREEMENT. This Amendment incorporates all of the agreements
between the parties relating to the amendment of the Loan Documents and
supersedes all other prior or concurrent oral or written letters, agreements or
understandings relating to such amendment. This Amendment shall constitute and
be deemed amendments to any inconsistent provisions of any commitment letter
issued by the Lender to the Borrower in connection with the amendment to the
Loan Documents, and, upon the execution of this Amendment, any such commitment
letter shall be deemed superceded by this Amendment and cancelled.

     13. HEADINGS. The headings of paragraphs and subparagraphs herein are
inserted only for convenience and reference, and shall in no way define, limit
or describe the scope or intent of any provisions of this Amendment.

     14. GOVERNING LAW; SEVERABILITY. This Amendment is executed and delivered,
and shall be construed and enforced, in accordance with and governed by the laws
of the State of Hawaii. If any provision of this Amendment is held to be invalid
or unenforceable, the validity or enforceability of the other provisions of this
Amendment shall remain unaffected.

     15. SUBMISSION TO JURISDICTION. The Borrower hereby irrevocably and
unconditionally submits, but only for the purposes of any action or proceeding
which the Lender may bring to enforce any of the Loan Documents, as amended
herein, to the jurisdiction of the courts of the State of


                                     - 4 -
<PAGE>

Hawaii and the United States District Court for the District of Hawaii. Such
submission to such jurisdiction shall not prevent the Lender from commencing any
such action or proceeding in any other court having jurisdiction.

     16. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument, and in making proof of this
Amendment, it shall not be necessary to produce or account for more than one
such counterpart.

     17. EXPENSES. The Borrower shall pay all expenses incurred by the Lender in
negotiations for and documentation of this Amendment and the satisfaction of the
conditions thereof, including, but not limited to, fees and charges for any
property inspection costs, recording fees, taxes, appraisal fees, fees and
expenses of legal counsel for the Lender (and each participant in, or purchaser
of, the Loan), and any other costs incurred by the Lender in connection with any
of the matters described in this Amendment.

     18. BINDING EFFECT. This Amendment shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns; provided,
however, that Borrower shall not assign this Amendment or any of the rights,
duties or obligations of Borrower hereunder without the prior written consent of
Lender.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day
and year first above written.

                                        FIRST HAWAIIAN BANK


                                        By /s/ [ILLEGIBLE]
                                               --------------------------------
                                               Its Vice President

                                                                       "Lender"

                                        ALOHA AIRGROUP, INC.


                                        By /s/ GLENN R. ZANDER
                                               --------------------------------
                                               Glenn R. Zander
                                               Its President and CEO


                                        By /s/ BRENDA F. CUTWRIGHT
                                               --------------------------------
                                               Brenda F. Cutwright
                                               Its EVP, CFO and Treasurer

                                                                     "Borrower"


                                      - 5 -
<PAGE>

                                        ALOHA AIRLINES, INC.

                                        By /s/ GLENN R. ZANDER
                                               --------------------------------
                                               Glenn R. Zander
                                               Its President and CEO


                                        By /s/ BRENDA F. CUTWRIGHT
                                               --------------------------------
                                               Brenda F. Cutwright
                                               Its EVP, CFO and Treasurer

                                                                    "Guarantor"


<PAGE>

                                        ALOHA SECURITIES & INVESTMENT COMPANY

                                        By Aloha Investment Company, Inc.
                                           Its General Partner


                                        By /s/ HAN P. CHING
                                               --------------------------------
                                               Han P. Ching
                                               Its President

                                                            "Limited Guarantor"


                                        SHERIDAN ING PARTNERS HAWAII

                                        By /s/ LOUISE K.Y. ING
                                               --------------------------------
                                               Louise K.Y. Ing
                                               Co-Trustee of the Sheridan Ing
                                               FLP Trust
                                               Its General Partner


                                        By /s/ RICHARD K.M. ING
                                               --------------------------------
                                               Richard K.M. Ing
                                               Co-Trustee of the Sheridan Ing
                                               FLP Trust
                                               Its General Partner

                                                            "Limited Guarantor"