Exhibit 10.3


 


Amendment N°3


 


to the Airbus A330/A350XWB Purchase Agreement


 


Dated as of January 31, 2008


 


Between


 


AIRBUS S.A.S.


 


And


 


HAWAIIAN AIRLINES, INC.


 


This Amendment
N°3 between Airbus S.A.S. and Hawaiian Airlines, Inc., (hereinafter
referred to as the “Amendment”) is
entered into as of March 3, 2010, by and between Airbus S.A.S., organized
and existing under the laws of the Republic of France, having its registered
office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France
(hereinafter referred to as the “Seller”),
and Hawaiian Airlines, Inc. a corporation, organized and existing under
the laws of the State of Delaware, United States of America, having its
principal corporate offices located at 3375 Koapaka Street, Ste. G-350,
Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).


 


WITNESSETH


 


WHEREAS, the
Buyer and the Seller have entered into an Airbus A330/A350XWB Purchase
Agreement dated as January 31, 2008 which agreement,
as previously amended by and supplemented with all exhibits, appendices, letter
agreements and amendments, including Amendment No. 1 dated as of June 26,
2008 and Amendment No. 2 dated as of November 27, 2009, (collectively,
the “Agreement”), relates to the
sale by the Seller and the purchase by the Buyer of certain aircraft; and


 


WHEREAS,
the Buyer and the Seller wish to amend certain provisions of the Agreement as
set forth herein.


 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


 


Capitalized terms
used herein and not otherwise defined herein will have the meanings assigned to
them in the Agreement. The terms “herein,” “hereof” and “hereunder” and words
of similar import refer to this Amendment.


 






[**]
– Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities and Exchange Commission.


 


Confidential


 

















 


1.                                      A330-200 PURCHASE RIGHT AIRCRAFT


 


1.1                                 The Seller will manufacture, sell and deliver,
and the Buyer will purchase and take delivery of an additional one (1) A330-200
Purchase Right Aircraft from the Seller, subject to the terms and conditions in
the Amendment and the Agreement (the “N(o)1 A330-200 Purchase Right Aircraft”).  Except as set forth in this Amendment, all
terms and conditions in the Agreement that are applicable to A330-200 Purchase
Right Aircraft will apply to the N(o)1 A330-200 Purchase Right Aircraft.


 


1.2                                 The Seller acknowledges having received a
Purchase Right Fee [**] for the N(o)1 A330-200 Purchase Right
Aircraft.  Notwithstanding the table in
Clause 5.2.3 of the Agreement, the balance of the first (1st), second (2nd), third (3rd) and fourth (4th) Predelivery Payment
[**]; all subsequent Predelivery Payments will be due
and payable in accordance with the schedule in such Clause 5.2.3 of the
Agreement.


 


1.3                                 Paragraph 2.2 (i) of Letter
Agreement No. 3 is hereby deleted and replaced with the following text
between quotes:


 


QUOTE


 


[**]


 


UNQUOTE


 


2.                                      DELIVERY


 


2.1                                 As a
consequence of Paragraph 1 above, the delivery schedule set forth in Clause
9.1.1 of the Agreement with respect to A330-200 Aircraft is hereby deleted in
its entirety and replaced with the following between QUOTE and UNQUOTE:


 


QUOTE


 


	
  Aircraft N°1*

  	
   

  	
  2nd Quarter 2011

  
	
  Aircraft N°2

  	
   

  	
  1st Quarter 2012

  
	
  Aircraft N°3

  	
   

  	
  2nd Quarter 2012

  
	
  Aircraft N°4

  	
   

  	
  1st Quarter 2013

  
	
  Aircraft N°5

  	
   

  	
  2nd Quarter 2013

  
	
  Aircraft N°6

  	
   

  	
  2nd Quarter 2013

  
	
  Aircraft N°7

  	
   

  	
  1st Quarter 2014

  



 


* A330-200 Purchase Right
Aircraft


 


UNQUOTE


 


2.2                                 The N(o)1 A330-200 Purchase Right Aircraft
will have a Scheduled Delivery Month of April 2011.


 






[**]
– Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities and Exchange Commission.


 

















 


3.                                      SPECIFICATION


 


3.1                                 The Contractual Definition Freeze date for the
N(o)1 A330-200 Purchase Right Aircraft shall be of even date hereof.


 


4.                                      EFFECT OF THE AMENDMENT


 


The provisions of this Amendment are binding on
both parties upon execution hereof. The Agreement will be deemed amended to the
extent herein provided, and, except as specifically amended hereby, will
continue in full force and effect in accordance with its original terms. This
Amendment supersedes any previous understandings, commitments, or
representations whatsoever, whether oral or written, related to the subject
matter of this Amendment.


 


Both parties agree
that this Amendment will constitute an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated herein
by reference, and that this Amendment will be governed by the provisions of
said Agreement, except that if the Agreement and this Amendment have specific
provisions that are inconsistent, the specific provisions contained in this
Amendment will govern.


 


5.                                      CONFIDENTIALITY


 


This Amendment is subject to the confidentiality provisions set forth
in Clause 22.9 of the Agreement.


 


6.                                      COUNTERPARTS


 


This Amendment may be signed in any number of
separate counterparts.  Each counterpart,
when signed and delivered (including counterparts delivered by facsimile
transmission), will be an original, and the counterparts will together
constitute one and the same instrument.


 






[**]
– Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities and Exchange Commission.


 

















 


If the foregoing
correctly sets forth your understanding, please execute the original and one (1) copy
hereof in the space provided below.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  AIRBUS S.A.S.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Christophe Mourey

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Senior Vice President Contracts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  Hawaiian
  Airlines, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Charles R. Nardello

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Sr. Vice President – Operations

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Hoyt H. Zia

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Sr. Vice
  President, General Counsel & Corporate Secretary

  	
   

  



 






[**]
– Confidential treatment has been requested for the bracketed portions.  The confidential redacted portion has been
omitted and filed separately with the Securities and Exchange Commission.