Exhibit
10.1


 


COMPLETE FLEET SERVICES AGREEMENT


 


dated
as of December 14, 2009


(the “Effective
Date”),


 


by and
between


 


Hawaiian Airlines, Inc.


 


and


 


Delta Air Lines, Inc.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1.

  	
  DEFINITIONS, APPENDICES AND AGENCY RELATIONSHIP

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  GENERAL PROVISIONS RELATING TO SERVICES

  	
   

  	
  1

  
	
  Section 2.1

  	
  CFS Program Services Provided by Delta

  	
   

  	
  1

  
	
  2.1.1

  	
  Services Covered by this Agreement

  	
   

  	
  1

  
	
  2.1.2

  	
  Outside Services Not Covered by this Agreement

  	
   

  	
  2

  
	
  Section 2.2

  	
  In-Scope Services and Out-Of-Scope Services

  	
   

  	
  2

  
	
  Section 2.3

  	
  CPFH Rate

  	
   

  	
  2

  
	
  2.3.1

  	
  Full Compensation for Services

  	
   

  	
  2

  
	
  2.3.2

  	
  Insurance Recovery

  	
   

  	
  2

  
	
  Section 2.4

  	
  In-Scope Limits

  	
   

  	
  2

  
	
  Section 2.5

  	
  T&M Rates

  	
   

  	
  2

  
	
  Section 2.6

  	
  In-Scope Aircraft

  	
   

  	
  3

  
	
  2.6.1

  	
  Definition

  	
   

  	
  3

  
	
  2.6.2

  	
  Addition or Removal of In-Scope Aircraft

  	
   

  	
  3

  
	
  Section 2.7

  	
  In-Scope Stations

  	
   

  	
  3

  
	
  2.7.1

  	
  Definition

  	
   

  	
  3

  
	
  2.7.2

  	
  Addition or Removal of In-Scope Stations

  	
   

  	
  3

  
	
  Section 2.8

  	
  Scheduling

  	
   

  	
  3

  
	
  2.8.1

  	
  Route Forecasting

  	
   

  	
  3

  
	
  2.8.2

  	
  Turn-Times

  	
   

  	
  3

  
	
  Section 2.9

  	
  Specific Service Expectations

  	
   

  	
  3

  
	
  Section 2.10

  	
  Joint Procedures Manual

  	
   

  	
  3

  
	
  Section 2.11

  	
  Term and Termination

  	
   

  	
  4

  
	
  2.11.1

  	
  Basic Term

  	
   

  	
  4

  
	
  2.11.2

  	
  In-Scope Aircraft Terms

  	
   

  	
  4

  
	
  2.11.3

  	
  Renewal

  	
   

  	
  4

  
	
  2.11.4

  	
  Early Termination Rights

  	
   

  	
  4

  
	
  2.11.5

  	
  Rights and Obligations Upon All Terminations

  	
   

  	
  5

  
	
  Section 2.12

  	
  Benchmarks

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  AIRCRAFT LINE MAINTENANCE

  	
   

  	
  6

  
	
  Section 3.1

  	
  In-Scope Services (Aircraft Line
  Maintenance)

  	
   

  	
  6

  
	
  3.1.1

  	
  Aircraft Line Maintenance

  	
   

  	
  6

  
	
  3.1.2

  	
  Operational Responsibilities

  	
   

  	
  6

  
	
  Section 3.2

  	
  In-Scope Limits (Aircraft Line Maintenance)

  	
   

  	
  6

  
	
  Section 3.3

  	
  Out-Of-Scope Services (Aircraft Line
  Maintenance)

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  CPFH COMPONENT MAINTENANCE

  	
   

  	
  7

  
	
  Section 4.1

  	
  In-Scope Services (CPFH Component
  Maintenance)

  	
   

  	
  7

  
	
  Section 4.2

  	
  In-Scope Limits (CPFH Component
  Maintenance)

  	
   

  	
  7

  
	
  Section 4.3

  	
  Out-Of-Scope Services (CPFH Component
  Maintenance)

  	
   

  	
  7

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


ii

















 


	
  Section 4.4

  	
  Special Provisions (CPFH Component
  Maintenance)

  	
   

  	
  7

  
	
  4.4.1

  	
  Component Reliability

  	
   

  	
  7

  
	
  4.4.2

  	
  Deviations from Component Maintenance Manual

  	
   

  	
  7

  
	
  4.4.3

  	
  FAA Compliant CPFH Components

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  MANAGEMENT OF MATERIALS, CPFH COMPONENTS AND TOOLING/EQUIPMENT

  	
   

  	
  8

  
	
  Section 5.1

  	
  In-Scope Services (Management of Materials,
  CPFH Components and Tooling/Equipment)

  	
   

  	
  8

  
	
  5.1.1

  	
  Management

  	
   

  	
  8

  
	
  5.1.2

  	
  Coordination with CFS Program Partners

  	
   

  	
  8

  
	
  Section 5.2

  	
  Special Provisions Relating to Management
  of Materials, CPFH Components Tooling/Equipment

  	
   

  	
  8

  
	
  5.2.1

  	
  Tooling/Equipment

  	
   

  	
  8

  
	
  5.2.2

  	
  Shipping and Handling

  	
   

  	
  9

  
	
  5.2.3

  	
  Customs and Duties

  	
   

  	
  9

  
	
  5.2.4

  	
  Shipping Containers

  	
   

  	
  9

  
	
  5.2.5

  	
  Ownership of Materials, CPFH Components and Tooling/Equipment

  	
   

  	
  9

  
	
  5.2.6

  	
  Storage

  	
   

  	
  9

  
	
  5.2.7

  	
  Insurance

  	
   

  	
  9

  
	
  Section 5.3

  	
  Special Provisions Relating to Hawaiian
  Parts and Outside Services

  	
   

  	
  9

  
	
  Section 5.4

  	
  Costs Relating to Materials, CPFH
  Components and Tooling/Equipment

  	
   

  	
  10

  
	
  5.4.1

  	
  Delta’s Costs

  	
   

  	
  10

  
	
  5.4.2

  	
  Hawaiian’s Costs

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  TECHNICAL SERVICES

  	
   

  	
  10

  
	
  Section 6.1

  	
  In-Scope Services (Technical Services)

  	
   

  	
  10

  
	
  Section 6.2

  	
  Maintenance Planning

  	
   

  	
  11

  
	
  Section 6.3

  	
  Materials Management

  	
   

  	
  11

  
	
  Section 6.4

  	
  Engineering Services

  	
   

  	
  11

  
	
  Section 6.5

  	
  Technical Publications and Records

  	
   

  	
  11

  
	
  6.5.1

  	
  Technical Publications

  	
   

  	
  11

  
	
  6.5.2

  	
  Maintenance of Records

  	
   

  	
  11

  
	
  6.5.3

  	
  Data Transfer

  	
   

  	
  11

  
	
  6.5.4

  	
  Service Reports

  	
   

  	
  11

  
	
  6.5.5

  	
  Aircraft Utilization Report

  	
   

  	
  11

  
	
  6.5.6

  	
  Documentation Provided by Hawaiian

  	
   

  	
  11

  
	
  Section 6.6

  	
  Technical Data

  	
   

  	
  11

  
	
  Section 6.7

  	
  Maintenance Management

  	
   

  	
  12

  
	
  Section 6.8

  	
  Warranty Assignment and Administration

  	
   

  	
  12

  
	
  6.8.1

  	
  Assignment

  	
   

  	
  12

  
	
  6.8.2

  	
  Administration

  	
   

  	
  12

  
	
  Section 6.9

  	
  Quality Assurance

  	
   

  	
  12

  
	
  Section 6.10

  	
  Hawaiian’s Maintenance Program

  	
   

  	
  12

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


iii

















 


	
  6.10.1

  	
  Preparation of Hawaiian’s Maintenance Program

  	
   

  	
  12

  
	
  6.10.2

  	
  Review of Hawaiian’s Maintenance Program

  	
   

  	
  12

  
	
  6.10.3

  	
  Task Cards

  	
   

  	
  12

  
	
  6.10.4

  	
  Accountability

  	
   

  	
  12

  
	
  Section 6.11

  	
  Maintenance Operations Control

  	
   

  	
  12

  
	
  6.11.1

  	
  Coordination between Delta’s MOC and Hawaiian’s MC

  	
   

  	
  12

  
	
  6.11.2

  	
  Emergency Situations

  	
   

  	
  12

  
	
  Section 6.12

  	
  Reliability Analysis

  	
   

  	
  13

  
	
  Section 6.13

  	
  In-Scope Aircraft Induction and Return
  Support

  	
   

  	
  13

  
	
  Section 6.14

  	
  Training Programs and Specialized Training

  	
   

  	
  13

  
	
  Section 6.15

  	
  Information Technology

  	
   

  	
  13

  
	
  6.15.1

  	
  General

  	
   

  	
  13

  
	
  6.15.2

  	
  Internet-Based Reporting

  	
   

  	
  13

  
	
  6.15.3

  	
  Main Functional Requirements of SYSTEM

  	
   

  	
  13

  
	
  6.15.4

  	
  Reporting

  	
   

  	
  13

  
	
  6.15.5

  	
  Interface

  	
   

  	
  13

  
	
  6.15.6

  	
  Compliance

  	
   

  	
  13

  
	
  6.15.7

  	
  Security

  	
   

  	
  13

  
	
  6.15.8

  	
  Access Control

  	
   

  	
  13

  
	
  6.15.9

  	
  Audits and Log

  	
   

  	
  13

  
	
  6.15.10

  	
  Connectivity

  	
   

  	
  13

  
	
  6.15.11

  	
  Specifications

  	
   

  	
  13

  
	
  6.15.12

  	
  Hardware and Software

  	
   

  	
  14

  
	
  6.15.13

  	
  Network

  	
   

  	
  14

  
	
  6.15.14

  	
  Hosting

  	
   

  	
  14

  
	
  6.15.15

  	
  Data Backup

  	
   

  	
  14

  
	
  6.15.16

  	
  Product Support

  	
   

  	
  14

  
	
  6.15.17

  	
  Help Desk and Support (Production, Steady State)

  	
   

  	
  14

  
	
  6.15.18

  	
  Change Management

  	
   

  	
  14

  
	
  6.15.19

  	
  Documentation

  	
   

  	
  14

  
	
  Section 6.16

  	
  [**]

  	
   

  	
  14

  
	
  Section 6.17

  	
  Compliance with Requirements of Owners,
  Lessors and Mortgagees of In-Scope Aircraft and CPFH Components re In-Scope
  Aircraft

  	
   

  	
  14

  
	
  Section 6.18

  	
  Costs Relating to Technical Services

  	
   

  	
  14

  
	
  6.18.1

  	
  Delta’s Costs

  	
   

  	
  14

  
	
  6.18.2

  	
  Hawaiian’s Costs

  	
   

  	
  14

  
	
  Section 6.19

  	
  Staffing at In-Scope Stations and Hawaiian’s Koapaka Offices

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  OPERATIONAL TERMS

  	
   

  	
  14

  
	
  Section 7.1

  	
  Operational Regulatory Requirements

  	
   

  	
  14

  
	
  7.1.1

  	
  General Compliance

  	
   

  	
  14

  
	
  7.1.2

  	
  FAA Qualified

  	
   

  	
  14

  
	
  Section 7.2

  	
  Environmental Requirements

  	
   

  	
  15

  
	
  Section 7.3

  	
  Training

  	
   

  	
  15

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


iv

















 


	
  Section 7.4

  	
  Delta Meeting and Reports

  	
   

  	
  15

  
	
  Section 7.5

  	
  Engineering Orders Processing Reports

  	
   

  	
  15

  
	
  Section 7.6

  	
  ETOPS Requirements Monitoring and Revision

  	
   

  	
  15

  
	
  Section 7.7

  	
  In-Scope Aircraft Specifications

  	
   

  	
  15

  
	
  Section 7.8

  	
  Scope Flexibility

  	
   

  	
  15

  
	
  Section 7.9

  	
  AOG Events

  	
   

  	
  15

  
	
  7.9.1

  	
  Response Requirements

  	
   

  	
  15

  
	
  7.9.2

  	
  Reasonable Best Efforts

  	
   

  	
  15

  
	
  Section 7.10

  	
  Accounting Systems and Reporting

  	
   

  	
  15

  
	
  Section 7.11

  	
  Safety and Security

  	
   

  	
  15

  
	
  Section 7.12

  	
  Air Safety Occurrence Reporting and
  Investigation

  	
   

  	
  15

  
	
  Section 7.13

  	
  Subcontracting

  	
   

  	
  16

  
	
  7.13.1

  	
  Delta’s Approved Subcontractors

  	
   

  	
  16

  
	
  7.13.2

  	
  Confidentiality

  	
   

  	
  16

  
	
  7.13.3

  	
  No Release

  	
   

  	
  16

  
	
  7.13.4

  	
  Hawaiian is One of Delta’s Approved Subcontractors

  	
   

  	
  16

  
	
  Section 7.14

  	
  Facilities and Audits

  	
   

  	
  16

  
	
  7.14.1

  	
  General

  	
   

  	
  16

  
	
  7.14.2

  	
  Facilities

  	
   

  	
  17

  
	
  7.14.3

  	
  Audit and Access

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  INDEMNITIES; INSURANCE;EVENTS OF DEFAULT;
  LIMITATIONS ON LIABILITY; FORCE MAJEURE

  	
   

  	
  17

  
	
  Section 8.1

  	
  Indemnification

  	
   

  	
  17

  
	
  8.1.1

  	
  Third Party Claims

  	
   

  	
  17

  
	
  8.1.2

  	
  Survival

  	
   

  	
  17

  
	
  Section 8.2

  	
  Insurance Requirements

  	
   

  	
  17

  
	
  8.2.1

  	
  Delta’s Insurance

  	
   

  	
  18

  
	
  8.2.2

  	
  Hawaiian’s Insurance

  	
   

  	
  18

  
	
  Section 8.3

  	
  Events of Default

  	
   

  	
  19

  
	
  8.3.1

  	
  Events

  	
   

  	
  19

  
	
  8.3.2

  	
  Rights and Remedies

  	
   

  	
  20

  
	
  8.3.3

  	
  No Obligation to Perform

  	
   

  	
  20

  
	
  Section 8.4

  	
  Liability

  	
   

  	
  20

  
	
  8.4.1

  	
  Risk of Loss and Damage to In-Scope Aircraft, Hawaiian Parts and
  Hawaiian’s Equipment

  	
   

  	
  20

  
	
  8.4.2

  	
  Risk of Loss and Damage to Delta Parts and Delta’s Equipment

  	
   

  	
  20

  
	
  Section 8.5

  	
  Limitation of Liability

  	
   

  	
  21

  
	
  8.5.1

  	
  Warranties

  	
   

  	
  21

  
	
  8.5.2

  	
  Consequential Damages

  	
   

  	
  21

  
	
  Section 8.6

  	
  Force Majeure

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  MISCELLANEOUS

  	
   

  	
  21

  
	
  Section 9.1

  	
  Representations and Warranties

  	
   

  	
  21

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


v

















 


	
  9.1.1

  	
  Delta Representations and Warranties

  	
   

  	
  21

  
	
  9.1.2

  	
  Hawaiian Representations and Warranties

  	
   

  	
  22

  
	
  Section 9.2

  	
  Resolution of Disputes and Governing Law

  	
   

  	
  23

  
	
  9.2.1

  	
  Resolution of Disputes

  	
   

  	
  23

  
	
  9.2.2

  	
  Governing Law

  	
   

  	
  23

  
	
  Section 9.3

  	
  Notices

  	
   

  	
  23

  
	
  Section 9.4

  	
  Amendments and Waivers

  	
   

  	
  24

  
	
  Section 9.5

  	
  Order of Precedence

  	
   

  	
  24

  
	
  Section 9.6

  	
  Assignment

  	
   

  	
  24

  
	
  Section 9.7

  	
  Confidentiality

  	
   

  	
  25

  
	
  Section 9.8

  	
  No License Granted

  	
   

  	
  26

  
	
  Section 9.9

  	
  Independent Contractors

  	
   

  	
  26

  
	
  Section 9.10

  	
  Severability and Interpretation

  	
   

  	
  27

  
	
  Section 9.11

  	
  [**]

  	
   

  	
  27

  
	
  Section 9.12

  	
  Assignment of Money Due or Payable

  	
   

  	
  27

  
	
  Section 9.13

  	
  Compliance with Laws and Safety and
  Security Requirements

  	
   

  	
  27

  
	
  9.13.1

  	
  Compliance with Law

  	
   

  	
  27

  
	
  9.13.2

  	
  Compliance with Safety and Security Procedures

  	
   

  	
  27

  
	
  9.13.3

  	
  Permits

  	
   

  	
  27

  
	
  Section 9.14

  	
  No Third Party Beneficiaries

  	
   

  	
  28

  
	
  Section 9.15

  	
  Time is of the Essence

  	
   

  	
  28

  
	
  Section 9.16

  	
  Attorneys’ Fees

  	
   

  	
  28

  
	
  Section 9.17

  	
  Entire Agreement

  	
   

  	
  28

  
	
  Section 9.18

  	
  Benefit of the Agreement

  	
   

  	
  28

  
	
  Section 9.19

  	
  Counterparts

  	
   

  	
  28

  



 


	
  APPENDIX A.

  	
  DEFINITIONS

  	
  30

  
	
   

  	
   

  	
   

  
	
  APPENDIX B.

  	
  HAWAIIAN APPENDIX B PARTS

  	
  41

  
	
   

  	
   

  	
   

  
	
  APPENDIX C.

  	
  HAWAIIAN APPENDIX C PARTS

  	
  43

  
	
   

  	
   

  	
   

  
	
  APPENDIX D.

  	
  COMMERCIAL TERMS

  	
  44

  
	
  D.1

  	
  GENERAL

  	
  44

  
	
   

  	
  D.1.1

  	
  Pricing Terms and Conditions

  	
  44

  
	
   

  	
  D.1.2

  	
  CPFH Rate

  	
  44

  
	
   

  	
  D.1.3

  	
  In-Scope Limits

  	
  44

  
	
   

  	
  D.1.4

  	
  T&M Rates

  	
  45

  
	
   

  	
  D.1.5

  	
  [**]

  	
  45

  
	
   

  	
  D.1.6

  	
  [**]

  	
  45

  
	
   

  	
  D.1.7

  	
  [**]

  	
  45

  
	
   

  	
  D.1.8

  	
  [**]

  	
  45

  
	
   

  	
  D.1.9

  	
  Invoicing and Payment

  	
  45

  
	
   

  	
  D.1.10

  	
  Disputes on Invoices

  	
  48

  
	
   

  	
  D.1.11

  	
  Reconciliation

  	
  48

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


vi

















 


	
  APPENDIX E.

  	
  [**]

  	
  49

  
	
  [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX F.

  	
  [**]

  	
  50

  
	
  [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX G.

  	
  [**]

  	
  51

  
	
  [**]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  APPENDIX H.

  	
  IN-SCOPE STATIONS

  	
  55

  
	
  H.1

  	
  IN-SCOPE STATIONS

  	
  55

  
	
   

  	
  H.1.1

  	
  Commencement of Operations

  	
  55

  
	
   

  	
  H.1.2

  	
  [**]

  	
   

  
	
  [**]

  	
   

  	
   

  
	
  APPENDIX I.

  	
  FORM OF AIRCRAFT UTILIZATION REPORT

  	
  56

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


vii
















 


COMPLETE FLEET SERVICES AGREEMENT


 


THIS
COMPLETE FLEET SERVICES AGREEMENT dated as of December           ,
2009 (the “Effective Date”), is made by
and between Hawaiian Airlines, Inc., a company existing and organized
under the laws of the United States, having its head office at Honolulu
International Airport, Hawaii, United States, (hereinafter referred to as “Hawaiian”) and Delta Air Lines, Inc.,
a company existing and organized under the laws of the State of Delaware,
incorporated under the legal form of a publicly traded company, having its
registered office at (hereinafter referred to as “Delta”).


 


RECITALS


 


WHEREAS,
Hawaiian desires that Delta provide certain services under the CFS Program for
its A330 aircraft fleet; and


 


WHEREAS,
Delta is prepared to provide such services to Hawaiian on the terms and
conditions set forth herein.


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, Hawaiian and Delta agree as follows:


 


ARTICLE 1


DEFINITIONS, APPENDICES
AND AGENCY RELATIONSHIP


 


Capitalized
terms used and not otherwise defined elsewhere herein shall have the meaning
set forth in Appendix A.  Appendices A
through I attached hereto are incorporated herein by reference.


 


In
all cases throughout this Agreement where Delta is acting as an agent of
Hawaiian, Delta’s obligation to act shall be subject, in each case, to Hawaiian
designating Delta as its agent, in writing, and such designation being
acknowledged in writing by the party with whom Delta is requested to interact.


 


ARTICLE 2


GENERAL PROVISIONS
RELATING TO SERVICES


 


Section 2.1                                   CFS
Program Services Provided by Delta.


 


2.1.1                     Services
Covered by this Agreement. 
Subject to Section 2.1.2, Delta shall perform all Line Maintenance
for the In-Scope Aircraft (as more particularly described in Article 3),
all Maintenance for CPFH Components on the In-Scope Aircraft or required to
support the In-Scope Aircraft (as more particularly described in Article 4),
all provisioning of Materials, CPFH Components and tooling/equipment required
to support the In-Scope Aircraft (as more


 


	
   

  	
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particularly described in Article 5), and all
operational, planning, engineering, contract management, and all other services
for, or in support of, the In-Scope Aircraft (as more particularly described in
Article 6 and Article 7) as are necessary or desirable for operation
of the same by Hawaiian, and which shall include In-Scope Services and Out-Of
Scope Services (collectively, the “Services”).


 


2.1.2                     Outside
Services Not Covered by this Agreement.  Provided however, the Services performed by
Delta shall not include Base Maintenance, Maintenance of the items described on
Appendix C (the “Hawaiian
Appendix C Parts”), and items specifically
identified as  Out-Of-Scope Services herein (“Out-Of-Scope Services”) (the
foregoing items being collectively referred to as the, “Outside
Services”), except to the extent otherwise expressly set
forth herein.


 


Section 2.2                                   In-Scope
Services and Out-Of-Scope Services.  All Services
provided hereunder by Delta shall be deemed to be “In-Scope Services”
(i.e., included in the CPFH Rate up to the applicable In-Scope Limits and,
thereafter, subject to the T&M Rates), unless expressly designated herein
as “Out-Of-Scope Services” (i.e.,
subject to the T&M Rates).


 


Section 2.3                                   CPFH
Rate.


 


2.3.1                     Full Compensation
for Services.  Hawaiian shall
pay Delta the “CPFH Rate” as set forth in
Section D.1.2 of Appendix D in respect of Flight Hours
operated by each In-Scope Aircraft during the Term.  The CPFH Rate shall constitute full
compensation for all In-Scope Services (including labor and
Materials, Parts, Components and tooling/equipment) rendered by Delta
hereunder, and all other costs associated with the Services, up to the
applicable In-Scope Limits, or as otherwise expressly set forth in this
Agreement.


 


2.3.2                     Insurance
Recovery.  [**]


 


Section 2.4                                   In-Scope
Limits.  The “In-Scope
Limits”  are the limits
on Services included in the CPFH Rate, as set forth in Section D.1.3 of
Appendix D.


 


Section 2.5                                   T&M
Rates.  The following Services
rendered by Delta hereunder are not included in the CPFH Rate and shall be
subject to the time and Materials rates set forth in Section D.1.4
of Appendix D (the “T&M Rates”):


 


a.                                       In-Scope
Services that exceed the applicable In-Scope Limits;


 


b.                                      Out-Of-Scope
Services; and


 


c.                                       other Services
expressly described herein as being subject to the T&M Rates.


 


	
   

  	
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Section 2.6                                   In-Scope
Aircraft.


 


2.6.1                     Definition.  The “In-Scope Aircraft”
shall be those Airbus A330 aircraft and related Engines, whether owned or leased,
and operated in Hawaiian’s fleet, from time to time, during the Term of this
Agreement.  The In-Scope Aircraft shall
not include Ad-Hoc Aircraft. 
Hawaiian contemplates that the initial In-Scope Aircraft to be Inducted
into its fleet shall be delivered to Hawaiian [**] as detailed in
Appendix F.


 


2.6.2                     Addition
or Removal of In-Scope Aircraft.  Hawaiian may
permanently remove any number of aircraft, or add any number of aircraft within
the Airbus A330 family (provided each added aircraft has the same CPFH
Components as the other In-Scope Aircraft), as In-Scope [**].


 


Section 2.7                                   In-Scope
Stations.


 


2.7.1                     Definition.  The “In-Scope
Stations” shall be airport stations operated
by Hawaiian, which Hawaiian designates as In-Scope Stations, from time to time during
the Term of this Agreement.  The initial
In-Scope Stations  are identified on Appendix H.


 


2.7.2                     Addition
or Removal of In-Scope Stations.  Hawaiian may permanently remove any number of
stations, or add any number of stations, as In-Scope Stations [**].


 


Section 2.8                                   Scheduling.


 


2.8.1                     Route
Forecasting.  Hawaiian
shall provide Delta with a detailed routing schedule bi-annually.  Each bi-annual schedule shall be provided to
Delta at least two (2) months prior to its starting date.  [**].  Schedules shall include Turn-Times (as
defined in Section 2.8.2) [**] which are
adequate to accomplish Maintenance.


 


2.8.2                     Turn-Times.  “Turn-Time” means the
period of time between scheduled flights of an In-Scope Aircraft (per the flight
schedule provided by Hawaiian in accordance with Section 2.8.1), in which
Delta may and shall accomplish all Services on such In-Scope Aircraft as
required pursuant to this Agreement. 
Delta shall plan, and shall use reasonable efforts to perform, all Services in such
manner as to meet, and not to impair, applicable Turn-Times.  Hawaiian shall use reasonable efforts to
deliver In-Scope Aircraft at agreed upon scheduled times to facilitate
Turn-Times, [**].


 


Section 2.9                                   Specific
Service Expectations.  [**].


 


Section 2.10                            Joint
Procedures Manual.  Delta and
Hawaiian shall jointly prepare and adopt a service level agreement - joint
procedures manual (the “Joint Procedures Manual”)
to implement the requirements of the CFS Program and this Agreement.  The Joint Procedures Manual shall govern the
policies, processes, and procedures of the CFS Program.  It shall be 


 


	
   

  	
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considered standard operating procedures but shall
not supersede the terms and conditions of this Agreement.  The Joint Procedures Manual shall also set
forth the procedures required to amend the Joint Procedures Manual once
adopted.  For the avoidance of doubt,
Delta and Hawaiian are required to perform in accordance with the provisions of
the Joint Procedures Manual.


 


Section 2.11                            Term
and Termination.


 


2.11.1              Basic Term.  
The Term of this Agreement shall commence on the Effective Date and end
on the Expiration Date, or such earlier date as this Agreement may be
terminated or cancelled in accordance with the terms hereof (the “Basic Term”).


 


2.11.2              In-Scope Aircraft Terms. 
During the Term of this Agreement, the terms of this Agreement shall
apply to each In-Scope Aircraft commencing on the date on which such In-Scope
Aircraft is inducted into Hawaiian’s fleet (i.e., delivery thereof from the
seller or lessor is accepted by Hawaiian) and ending on the date that is the
twelve (12) year anniversary of such date of induction (the “In-Scope Aircraft Term”),


 


2.11.3              Renewal.  At the end
of each In-Scope Aircraft Term, Hawaiian shall have the option to extend this Agreement
with respect to the respective In-Scope Aircraft for one additional two (2) year
period, subject to Delta and Hawaiian reaching mutual agreement on the terms of
such extension and provided Hawaiian gives Delta written notice of the same at
least one hundred eighty (180) days prior to the expiration of the then
applicable In-Scope Aircraft Term. 
Following any such two (2) year extension, the Agreement may be
further extended with respect to such In-Scope Aircraft for one additional two (2) year
period by mutual agreement between the Parties. 
[**].  In the event of, and upon, an extension of
any In-Scope Aircraft Term, the Expiration Date of the Agreement shall become
the earlier of the Expiration Date and the date that is the latest date of
expiration of all In-Scope Aircraft Terms.


 


2.11.4              Early
Termination Rights.  [**] this Agreement
may be early terminated upon the happening, from time to time, of the following
circumstances:


 


a.                                       In
the event that a Party fails to pay any amount owed by such Party to the other
Party hereunder by the due date for such payment [**];


 


b.                                      In
the event that Delta loses technical approvals under the FAA which have a
material and adverse affect on its ability to perform its obligations under
this Agreement, [**];


 


c.                                       In
the event Delta does not pass the quality audits performed by Hawaiian, [**];


 


d.                                      Upon
the happening of an Event of Default described in Section 8.3.1.b, Section 8.3.1.e,
Section 8.3.1.f, Section 8.3.1g., Section 8.3.1.h or Section 8.3.1.i,
and continuing 


 


	
   

  	
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thereafter, [**];


 


e.                                       [**];


 


f.                                         In
the event an Event of Default shall have occurred and be continuing [**]; provided however, this right of early
termination shall be in addition to, and not in lieu of, other remedies the
other Party may have at law or in equity;


 


g.                                      In
the event that a Party breaches Section 9.7 by disclosing Confidential and
Proprietary Information [**];
and


 


h.                                      [**].


 


2.11.5              Rights and Obligations Upon All
Terminations.  Termination of
this Agreement for any reason shall not relieve either Party of obligations
incurred prior to the date of termination, and the rights of both Parties that
accrued prior to the date of termination, and all representations, warranties
and indemnities made herein, shall survive such termination.  Upon such terminations:


 


a.                                       the Parties
shall promptly reconcile amounts owed to each other pursuant to this Agreement
and shall promptly remit appropriate payments;


 


b.                                      unless
otherwise directed by Hawaiian in writing, upon any termination,  Delta and Delta’s Approved Subcontractors
shall complete work-in-progress on In-Scope Aircraft and/or Hawaiian
Parts.  Delta shall settle all claims for
payment with Delta’s Approved Subcontractors, subject to Hawaiian’s
approval.  Hawaiian may direct Delta to
assign Delta’s agreements with Delta’s Approved Subcontractors to
Hawaiian.  Delta shall assign all
applicable warranties to Hawaiian;


 


c.                                       the Parties
shall cooperate to achieve an orderly return to Hawaiian of the In-Scope
Aircraft, Hawaiian Parts and other Materials, Parts, Components, and
tooling/equipment belonging to Hawaiian which are in the constructive or actual
possession or control of Delta.  Pending
return, the Parties shall continue to take commercially reasonable actions to
protect and preserve the other’s property;


 


d.                                      the Parties
shall cooperate to achieve an orderly return to Delta of all Materials, Parts,
Components, and tooling/equipment belonging to Delta which are in the
constructive or actual possession or control of Hawaiian;


 


e.                                       the Parties
shall promptly return to each other, or destroy, as agreed between the Parties,
all confidential or proprietary information, it being understood that all the
confidentiality provisions hereof shall survive termination of this Agreement;


 


f.                                         [**];


 


	
   

  	
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g.                                      Delta shall
return all In-Scope Aircraft records, manuals and other materials [**] and return all
other property belonging to Hawaiian [**];and


 


h.                                      the
Parties shall cooperate with each other to accomplish an orderly transition.


 


Section 2.12                            Benchmarks.  Hawaiian and Delta agree
that time is of the essence to take such steps as are necessary to accommodate
Inductions of In-Scope Aircraft into Hawaiian’s fleet [**].  Accordingly, Hawaiian and Delta shall each
use commercially reasonable best efforts to meet the following benchmark dates:


 


[**]


 


ARTICLE 3


AIRCRAFT LINE MAINTENANCE


 


Section 3.1                                   In-Scope
Services (Aircraft Line Maintenance).


 


3.1.1                     Aircraft
Line Maintenance.  In-Scope
Services for Aircraft Line Maintenance on In-Scope Aircraft shall include, but
not be limited to, performance of the following:


 


[**]


 


3.1.2                     Operational
Responsibilities.  Delta  shall be responsible for the performance of all operational
responsibilities and tasks (such operational responsibilities and tasks being
In-Scope and included in the CPFH Rate) in connection with, attendant to, or
relating to, the provision of Aircraft Line Maintenance, [**].


 


Section 3.2                                   In-Scope
Limits (Aircraft Line Maintenance).  The In-Scope Limits for Services performed
pursuant to Section 3.1 are set forth in Section D.1.3 of Appendix
D.  Services (labor and Materials)
performed by Delta which exceed the In-Scope Limits shall be invoiced to
Hawaiian based on the applicable T&M Rates. 
All other Services (labor and Materials) performed by Delta pursuant to Section 3.1
are included in the CPFH Rate.


 


Section 3.3                                   Out-Of-Scope Services (Aircraft Line
Maintenance).  Delta agrees that upon written request from Hawaiian, it shall (subject
to capacity and resources which Delta shall use all reasonable endeavors to
ensure are available) perform Out-Of-Scope Services (labor and Materials) for
the In-Scope Aircraft and Non-In-Scope Aircraft at the T&M Rates:


 


[**]


 


	
   

  	
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ARTICLE 4


CPFH COMPONENT MAINTENANCE


 


Section 4.1                                   In-Scope
Services (CPFH Component Maintenance).  In-Scope
Services involving Maintenance of CPFH Components (not including Expendable
Parts and Consumables) include, but are not limited to Maintenance:


 


[**]


 


Section 4.2                                   In-Scope
Limits (CPFH Component Maintenance).  The In-Scope Limits for Services performed
pursuant to Section 4.1 (including without limitation, compliance with ADs
and Approved SBs) are set forth in Section D.1.3 of Appendix D.  Services (labor and Materials) performed by
Delta which exceed the In-Scope Limits shall be invoiced to Hawaiian based on
the applicable T&M Rates.  All other
Services (labor and Materials) performed by Delta pursuant to Section 4.1
are included in the CPFH Rate.


 


Section 4.3                                   Out-Of-Scope Services (CPFH Component
Maintenance).  Delta agrees that upon written request from Hawaiian, it shall (subject
to capacity and resources which Delta shall use all reasonable endeavors to
ensure are available) perform the following Out-Of-Scope Services (labor and
Materials) in respect of the CPFH Components (not including Expendable Parts
and Consumables) at the T&M Rates:


 


[**]


 


Section 4.4                                   Special
Provisions (CPFH Component Maintenance). 
The following provisions relate to the Maintenance of CPFH Components:


 


4.4.1                     Component
Reliability.  Hawaiian and
Delta shall, from time to time, [**],  provide visibility for CPFH Components which are
being replaced more frequently than should be the case based upon historical
Mean Time Between Unscheduled Removals or Mean Time Between Failures
performance for such CPFH Components.


 


4.4.2                     Deviations
from Component Maintenance Manual.  All Maintenance
of CPFH Components shall be performed in accordance with the OEM’s applicable
Component Maintenance Manual.  Hawaiian
shall advise Delta of modification standards, approved by the appropriate
airworthiness authority, or other parameters that may deviate from the OEM’s
standards.  In the absence of such
information, Delta shall use instructions and standards that are currently in
effect by the OEM.  Any deviations from
the applicable Component Maintenance Manual (e.g., with respect to PMA Parts)
shall have Hawaiian’s prior written approval and, if determined applicable by
Hawaiian, approval of any applicable aircraft lessor, mortgagee, Vendor or
other person who must be notified, or whose approval is required, pursuant to
an agreement relating to the applicable In-Scope Aircraft or CPFH Component. [**].


 


	
   

  	
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4.4.3                     FAA
Compliant CPFH Components.  All CPFH
Components installed on In-Scope Aircraft shall be Serviceable and traceable to
the OEM or Facility which last overhauled such CPFH Component, or shall be made serviceable by an authorized Facility
pursuant to Delta’s approved Vendor procedures and traceable to the authorized
Repair Agency.  Repaired Rotable Parts
shall be accompanied by a FAA 8130 form. 
Parts shall have traceability to last repair, provided that life-limited
Parts shall be traceable back-to-birth. 
Such installed CPFH Components shall also comply with the requirements
of Section 5.1.1.d.


 


ARTICLE 5


MANAGEMENT OF


MATERIALS, CPFH COMPONENTS
AND TOOLING/EQUIPMENT


 


Section 5.1                                   In-Scope
Services (Management of Materials, CPFH Components and Tooling/Equipment).  All Services for the management of Materials,
CPFH Components and tooling/equipment necessary to maintain the In-Scope
Aircraft within applicable Turn-Times and to the applicable service level,
including without limitation, all provisioning, stocking, purchasing or
otherwise acquiring, maintaining, storing and shipping, and all costs relating
thereto, are In-Scope Services (i.e., there are no Out-Of-Scope Services).  All such Services
are included in the CPFH Rate, except as set forth in Section 5.3.  In-Scope Services for the management of
Materials, CPFH Components and tooling shall include, but not be limited to,
the following items:


 


5.1.1                     Management.  Delta  shall
be responsible for Managing all Materials, CPFH Components and
tooling/equipment, required for the Maintenance and operation of the In-Scope
Aircraft without impairing the Turn-Times or appropriate service levels,
including, without limitation, as follows:


 


[**]


 


5.1.2                     Coordination
with CFS Program Partners.  In managing the
Materials, CPFH Components and tooling/equipment required for the Maintenance
and operation of the In-Scope Aircraft, Delta  shall
be responsible coordinating with all CFS Program Partners, in order to meet or
exceed Hawaiian’s dispatch reliability targets and Turn-Times.


 


Section 5.2                                   Special
Provisions Relating to Management of Materials, CPFH Components and
Tooling/Equipment.


 


5.2.1                     Tooling/Equipment.  It is Delta’s responsibility
to ensure that all required tooling/equipment is available to complete all
In-Scope Services.  Delta shall also be
responsible for supplying and financing any tooling/equipment acquisitions
necessary to complete the In-Scope Services requirements of this Agreement,
including tooling/equipment requirements for new fleet Inductions.


 


	
   

  	
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5.2.2                     Shipping
and Handling.  [**].  When possible, Hawaiian shall make reasonable
efforts to reduce excessive transportation required to and from In-Scope
Stations.  Hawaiian shall make reasonable
efforts to supply reasonable cargo space aboard its aircraft (to include
aircraft that are not In-Scope Aircraft) to support the CFS Program.


 


5.2.3                     Customs
and Duties.  All customs,
duties and other charges imposed by any Governmental Authority in respect of,
or in connection with, the import, export or transportation of Material, CPFH
Components and tooling/equipment or Delta’s responsibilities hereunder [**].


 


5.2.4                     Shipping
Containers.  Hawaiian
shall provide a serviceable shipping container (according to ATA 300) for the
first-time shipping of each unserviceable CPFH Component.  In exceptional cases a non-ATA 300 standard
container shall be used.  Thereafter,
Delta shall be responsible for Maintenance and replacement of each such
Hawaiian-provided shipping container. 
Delta shall be responsible for all other shipping containers.


 


5.2.5                     Ownership
of Materials, CPFH Components and Tooling/Equipment.


 


5.2.5.1           Materials,
CPFH Components Not Including Hawaiian Parts, and Tooling/Equipment.  Ownership of, and title to,
Materials, CPFH Components (not including Hawaiian Parts) and tooling/equipment
shall remain with Delta at all times; provided however, upon installation of
such Materials or CPFH Components upon an In-Scope Aircraft, title shall
immediately vest in the owner of such In-Scope Aircraft, free and clear of all
liens, except liens created by or through the owners or lessors of the In-Scope
Aircraft.


 


5.2.5.2           Hawaiian
Parts.  Hawaiian, or its designee,
shall, at all times, own and hold title to all Hawaiian Parts.


 


5.2.5.3 Free and Clear of Liens. 
All Materials and CPFH Components installed on In-Scope Aircraft shall
be free and clear of liens at the time of installation on the In-Scope Aircraft
except liens created by or through the owners or lessors of the In-Scope
Aircraft.  [**].


 


5.2.5.4           Temporary
Installations.  In the event
that Delta does not have a CPFH Component that meets the requirements of Section 5.2.5.1
to install on an In-Scope Aircraft within the applicable Turn-Time, [**].


 


5.2.6                     Storage.  Delta shall properly store all inventory of
Materials and CPFH Components in accordance with FAA regulations and OEM (or
equivalent) standards in relation to all environmental issues. [**].


 


5.2.7                     Insurance.  [**].


 


Section 5.3                                   Special
Provisions Relating to Hawaiian Parts and Outside Services.  Special provisions relating
to Hawaiian Parts and Outside Services are set forth in Appendix B and


 


	
   

  	
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Appendix C.


 


Section 5.4                                   Costs Relating to Materials, CPFH
Components and Tooling/Equipment.


 


5.4.1                     Delta’s
Costs.  [**].


 


5.4.2                     Hawaiian’s
Costs.  [**].


 


ARTICLE 6


TECHNICAL SERVICES


 


Section 6.1                                   In-Scope
Services (Technical Services).  Delta is the critical control entity of the
CFS Program and is given responsibility, rights and authority [**],  for the Maintenance and operation of the In-Scope Aircraft,
[**].  All
Technical Services are In-Scope Services (i.e., there are no Out-Of-Scope
Services) and are included in the CPFH Rate, except as set forth in Section 6.18.2.
The Technical Services provided by Delta do not replace Hawaiian’s regulatory
and operational requirements to maintain oversight of its fleet.   The Technical Services include but are not limited:


 


a.                                       Maintenance
Planning (including, without limitation, Line Maintenance, Base Maintenance,
Engine Maintenance and all Outside Services);


 


b.                                      Materials
Management;


 


c.                                       Engineering
Services;


 


d.                                      Technical
Publications and Records;


 


e.                                       Technical Data;


 


f.                                         Maintenance
Management;


 


g.                                      Warranty
Administration;


 


h.                                      Quality
Assurance;


 


i.                                          Hawaiian’s
Maintenance Program;


 


j.                                          Maintenance
Operations Control (jointly with Hawaiian’s MC);


 


k.                                       Reliability
Analysis;


 


l.                                          In-Scope
Aircraft Induction and Return Support;


 


	
   

  	
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m.                                    Training
Programs and Specialized Training (assuming Delta’s specialized programs are
adopted); and


 


n.                                      Information
Technology.


 


Section 6.2                                   Maintenance
Planning.  Maintenance
planning  responsibilities include but are not
limited to:


 


[**]


 


Section 6.3                                   Materials
Management.  See Article 4
and Article 5.


 


Section 6.4                                   Engineering
Services.  Delta shall
provide engineering Services for maintenance on the In-Scope Aircraft performed
by Delta and all CFS Program Partners. 
Engineering Services responsibilities include, but are not limited to:


 


[**]


 


Section 6.5                                   Technical
Publications and Records.  [**].


 


6.5.1                     Technical
Publications.  [**].  Delta hereby acknowledges that
Hawaiian has the primary right to custody of all records and manuals describes
herein and shall make available same to Hawaiian on request.  Delta shall not encumber such records and
manuals including digital masters during the course of this Agreement.


 


6.5.2                     Maintenance
of Records.  Delta shall
keep accurate records for all Services performed by Delta hereunder, [**].  On termination of this Agreement, or on
disposition of an In-Scope Aircraft, Delta shall promptly deliver the
applicable records to Hawaiian or its designee.


 


6.5.3                     Data
Transfer.  [**].


 


6.5.4                     Service
Reports.  [**].


 


6.5.5                     Aircraft
Utilization Report.  Delta shall
produce and provide a monthly Aircraft Utilization Report substantially in the
form attached hereto as Appendix I.


 


6.5.6                     Documentation
Provided by Hawaiian.  Any
documentation customized to Hawaiian’s fleet which is critical to the provision
of Services shall be provided to Delta by Hawaiian.  [**].


 


Section 6.6                                   Technical
Data.  Hawaiian shall grant Delta
access to airworthiness and technical 


 


	
   

  	
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data, [**].  Technical Data shall include but not be
limited to the following:


 


[**]


 


Section 6.7                                   Maintenance
Management.  Delta shall
manage the CFS Program, [**].  Hawaiian shall, to a reasonable extent,
provide adequate space for Delta representatives at Hawaiian’s home base and
destinations in order to facilitate the effective management of the CFS Program
by Delta.


 


Section 6.8                                   Warranty
Assignment and Administration.


 


6.8.1                     Assignment.  [**].


 


6.8.2                     Administration.  Delta shall, in accordance
with performance of Maintenance on In-Scope Aircraft and/or CPFH Components as
required hereunder, administer all Warranties in respect of the In-Scope
Aircraft and CPFH Components, including, but not limited to, coordinating
Warranty claims with all parties extending such Warranties.  As part of such administration, Delta shall
cause to be corrected, or shall correct, all defects, and shall cause to be
performed, or shall perform, all Maintenance, in accordance with such
Warranties.  [**].


 


Section 6.9                                   Quality
Assurance.  [**].


 


Section 6.10                            Hawaiian’s
Maintenance Program.


 


6.10.1              Preparation
of Hawaiian’s Maintenance Program.  [**].


 


6.10.2              Review
of Hawaiian’s Maintenance Program.  [**].


 


6.10.3  Task Cards. 
[**].


 


6.10.4  Accountability.  For the avoidance of doubt,
Hawaiian remains responsible to the FAA and other applicable authorities for
compliance of Hawaiian’s Maintenance Program with FAA and other applicable
requirements


 


Section 6.11                            Maintenance
Operations Control.


 


6.11.1              Coordination
between Delta’s MOC and Hawaiian’s MC.  Maintenance Operations Control shall be
coordinated between Delta’s MOC and Hawaiian’s MC [**].  In all cases, Hawaiian shall exercise final
approval authority for all maintenance directives and orders issued by Hawaiian’s
MC and/or Delta’s MOC.


 


6.11.2              Emergency
Situations.  [**].  Hawaiian shall maintain overall approval
authority of any follow-on maintenance and mobile support or rescue.


 


	
   

  	
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Section 6.12                            Reliability
Analysis.  [**].


 


Section 6.13                            In-Scope
Aircraft Induction and Return Support.  Delta shall
guide and assist Hawaiian in the Induction and acceptance process for each
In-Scope Aircraft into Hawaiian’s fleet. 
[**].


 


Section 6.14                            Training
Programs and Specialized Training.  See Section 7.3.


 


Section 6.15                            Information
Technology.


 


6.15.1              General.  [**].


 


6.15.2              Internet-Based
Reporting.  [**].


 


6.15.3              Main
Functional Requirements of SYSTEM.  The main
functional requirements are:


 


[**]


 


a.                                       real-time
flight messages including:


 


[**]


 


6.15.4              Reporting.   [**].


 


6.15.5              Interface.  [**].


 


6.15.6              Compliance.  [**].


 


6.15.7              Security.  [**].


 


6.15.8              Access
Control.  [**].


 


6.15.9              Audits
and Log.  [**].


 


6.15.10  Connectivity.  [**].


 


6.15.11  Specifications.


 


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6.15.12  Hardware and Software.  [**].


 


6.15.13  Network.  [**].


 


6.15.14  Hosting.  [**].


 


6.15.15  Data Backup.  [**].


 


6.15.16  Product Support.  [**].


 


6.15.17  Help Desk and Support (Production, Steady
State).  [**].


 


6.15.18  Change Management.  [**].


 


6.15.19  Documentation.  [**].


 


Section 6.16                            [**].


 


Section 6.17                            Compliance with Requirements of Owners,
Lessors and Mortgagees of In-Scope Aircraft and CPFH Components re In-Scope
Aircraft.  [**].


 


Section 6.18                            Costs Relating to Technical Services


 


6.18.1              Delta’s
Costs.  [**].


 


6.18.2              Hawaiian’s
Costs.  [**].


 


6.19                        Staffing at In-Scope Stations and Hawaiian’s Koapaka Offices. [**].


 


ARTICLE 7


OPERATIONAL TERMS


 


Section 7.1                                   Operational
Regulatory Requirements.


 


7.1.1                     General
Compliance.  Delta and
Delta’s Approved Subcontractors shall  perform all Services shall
in accordance with the Aircraft Maintenance Manuals, and all requirements of
the FAA, FARs and other applicable laws and Hawaiian’s specifications
and procedures or equivalent as approved by Hawaiian.


 


7.1.2                     FAA
Qualified.  Delta’s
maintenance technicians and engineers (including, but not limited to, those
Delta staff with signature authority for post-Maintenance return to service of
the In-Scope Aircraft), and all maintenance technicians and engineers of Delta’s
Approved Subcontractors, who perform Services shall be qualified to FAA
standards (or equivalent) as


 


	
   

  	
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required.


 


Section 7.2                                   Environmental
Requirements.  Delta shall:


 


a.                                       comply with the
requirements of local and federal environmental agencies with respect to all
Facilities, including Delta’s Approved Subcontractor’s Facilities;  and


 


b.                                      be responsible
for any and all fees resulting from activities, procedures, processes,
Facilities, or equipment being non-compliant with such regulations.


 


Section 7.3                                   Training.  [**].


 


Section 7.4                                   Delta
Meeting and Reports.  Regularly
scheduled on-site meetings shall be held [**].


 


Section 7.5                                   Engineering
Orders Processing Reports.  [**].


 


Section 7.6                                   ETOPS
Requirements Monitoring and Revision.  [**].


 


Section 7.7                                   In-Scope Aircraft Specifications.  In-Scope
Aircraft shall be operated by Hawaiian and maintained by Delta to Hawaiian’s
specifications.


 


Section 7.8                                   Scope
Flexibility.  [**].


 


Section 7.9                                   AOG
Events.


 


7.9.1                     Response
Requirements.  [**].


 


7.9.2                     Reasonable
Best Efforts.  [**].


 


Section 7.10                            Accounting
Systems and Reporting.  [**].


 


Section 7.11                            Safety
and Security.  Delta and
Hawaiian shall each follow both the safety and security policies of Delta and
safety and security policies of Hawaiian [**] which policies
are consistent with industry standards and regulatory requirements.  These policies include:


 


[**]


 


Section 7.12                            Air Safety Occurrence Reporting and
Investigation.  Hawaiian
shall provide a copy of Hawaiian’s Safety and Security Policy Manual to Delta.  [**].


 


	
   

  	
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Section 7.13                            Subcontracting.


 


7.13.1              Delta’s
Approved Subcontractors.  If Delta does
not have the capabilities to perform any part of the In-Scope Services, Delta
shall be allowed to subcontract that Service to one of Delta’s Approved
Subcontractors.  Any subcontractor
proposed by Delta shall be FAA Part 145 and/or Part 121 Certified and
shall have satisfied the requirements of Delta’s quality audit process prior to
such approval and the commencement of any work. 
Delta agrees to provide the most recent audit reports of proposed
subcontractors to Hawaiian.  If these
results are considered to be insufficient, Hawaiian retains the right to carry
out its own reasonable audits of the proposed subcontractor’s Facilities. [**].  No entity shall become a Delta Approved
Subcontractor to perform Services in respect of the In-Scope Aircraft without
the prior written approval of Hawai ́i, which approval not to be unreasonably
withheld or delayed;  provided however,
approval shall be withheld based on failure by the subcontractor to meet
technical, regulatory, reliability or quality standards.  A list of Delta’s Approved Subcontractors
shall be maintained and periodically updated [**].


 


[**]


 


7.13.2              Confidentiality.
 All of Delta’s Approved
Subcontractors must sign a confidentiality agreement substantially upon the
terms set forth in Section 9.7.


 


7.13.3              No
Release.  The subcontracting of any of
the Services under this Agreement shall not release Delta from any of its
obligations under this Agreement and Delta shall be responsible for ensuring
that any subcontracted service is carried out in accordance with the provisions
of this Agreement.  Without prejudice to
the generality of the foregoing, Delta shall remain responsible for ensuring that
Delta’s Approved Subcontractor comply with all relevant requirements of this
Agreement, including without limitation, the same records and reporting
obligations.  For the avoidance of doubt,
it is agreed that:


 


a.                                       all Services
performed by Delta’s Approved Subcontractor shall be accomplished in accordance
with Hawaiian’s Maintenance Program and FAA requirements;


 


b.                                      any work
performed by Delta’s Approved Subcontractors shall not relieve Delta of any
obligations it has to Hawaiian hereunder; and


 


c.                                       [**].


 


7.13.4              Hawaiian
is One of Delta’s Approved Subcontractors. 
Delta and Hawaiian have agreed that Hawaiian shall be Delta’s Approved
Subcontractor for performance of [**].


 


Section 7.14                            Facilities
and Audits.


 


7.14.1              General.  As necessary, and in the
event that other Delta Facilities are used with respect to Services, Delta
shall notify Hawaiian in writing about the initiation of such Service, and upon
Hawaiian’s request, Delta shall provide Hawaiian with information about such 


 


	
   

  	
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Facilities as reasonably requested by Hawaiian.


 


7.14.2              Facilities.  All Delta Facilities, Delta’s Approved
Subcontractors’ Facilities and other Facilities used to perform Maintenance on
the In-Scope Aircraft shall at all times be FAA Part 145 and/or Part 121
compliant.


 


7.14.3              Audit
and Access.  Hawaiian, upon
reasonable written notice to Delta, shall have the right to access, during
normal business hours, to any Delta Facility or Delta’s Approved Subcontractors’
Facilities performing, or which has performed, Services, to perform a thorough
quality audit or inspection to ensure compliance with this Agreement.  In connection with any such audit or
inspection, Delta or any of Delta’s Approved Subcontractors, as the case may
be, shall provide Hawaiian with access to view, as required by a regulatory
agency, records, manuals, safety procedures and employee training procedures
that are solely and directly applicable to fulfilling its respective
obligations under the Agreement.


 


Subject to the consent of Delta (such consent not to
be unreasonably withheld or delayed) and such other confidentiality agreements
as Delta may reasonably request, Delta shall provide Hawaiian with photocopies
of the foregoing documents at Delta’s cost and expense.  During any such visits, all Hawaiian’s
representatives shall be subject to Delta’s and Delta’s Approved Subcontractors’
respective Facility rules, regulations, procedures and policies, as applicable,
including, but not limited to, security and safety.  Access shall be provided to representatives
of the FAA if requested by the FAA, or as otherwise required by law.


 


[**].


 


ARTICLE 8


INDEMNITIES; INSURANCE;


EVENTS OF DEFAULT;
LIABILITY;


 LIMITATIONS ON LIABILITY; FORCE MAJEURE


 


Section 8.1                                   Indemnification.


 


8.1.1                     Third
Party Claims.  [**].


 


8.1.2                     Survival.  It is understood and agreed that each Party’s
indemnification undertakings shall survive the termination or expiration of
this Agreement.


 


Section 8.2                                   Insurance Requirements.


 


Subject
to:


 


a.                                       the following requirements being within the norm of accepted worldwide
airline insurance policy declarations, insuring agreements, exclusions and
conditions (including but not


 


	
   

  	
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limited to limits of liability
and deductibles) which may exist from time to time in the worldwide airline
insurance marketplace (“Prevailing Market Standards”) during the Term
(it being understood that should any of the following requirements fall outside
of Prevailing Market Standards, Delta and Hawaiian shall negotiate, in concert
with their respective insurance brokers, such changes to the following
requirements so as to bring them within Prevailing Market Standards); and


 


b.                                      only to the extent of each party’s indemnification undertakings in this
Agreement.


 


8.2.1                     Delta’s
Insurance.  Delta agrees
to provide and maintain during the Term, Aircraft Hull, Aircraft Spares
(including transit (by any means) risks) and/or Property Insurance (including
transit (by any means) risks) (including, in all cases,  War Risks and Allied Perils Insurance in accordance
with LSW555B or its current equivalent) for an amount not less than [**].  Delta agrees to provide and maintain during
the Term, in full force and effect Aviation Legal Liability Insurance
(including but not limited to Bodily Injury Liability, Personal Injury
Liability, Property Damage Liability, Contractual Liability, Premises
Liability, Products and Completed Operations Liability, Ground and In-Flight
Hangarkeepers Liability (including, in all cases, War Risks and Allied Perils
Insurance in accordance with AVN.52E or its current equivalent)) in an amount
of not less than [**].  The Aviation Legal Liability Insurance shall
be endorsed to name the Hawaiian Indemnified Parties as additional
insureds.  Such insurance shall be
primary without any right of contribution from any insurance carried by the
Hawaiian Indemnified Parties and shall contain appropriate contractual
liability, severability of interests and cross liability clauses in favor of
the Hawaiian Indemnified Parties.


 


All such insurance shall
contain: provisions waiving right of set-off or counterclaim against the
Hawaiian Indemnified Parties; that the Hawaiian Indemnified Parties shall not
be liable for any premiums, deductibles, commissions, fees, assessments or
calls in respect of said insurance; waiver of subrogation and breach of
warranty clauses in favor of the Hawaiian Indemnified Parties and a provision
that cancellation or adverse material change of said insurance shall not be
effective as to the Hawaiian Indemnified Parties until at least thirty (30)
days (or such shorter period as may be customary in the case of War Risks and
Allied Perils Insurance) prior written notice is provided to Hawaiian.  Delta agrees that the foregoing insurance
coverage must be reasonably satisfactory to Hawaiian and that proof of such
insurance (in the form of a certificate of insurance) shall be provided to
Hawaiian prior to commencement of this Agreement.


 


8.2.2                     Hawaiian’s
Insurance.  Hawaiian
agrees to provide and maintain during the Term, Aircraft Hull, Aircraft Spares
(including transit (by any means) risks) and/or Property Insurance (including
transit (by any means) risks) (including, in all cases,  War Risks and Allied Perils Insurance in
accordance with LSW555B or its current equivalent) for an amount not less than [**].  Hawaiian agrees to provide and maintain
during the Term, in full force and effect Aviation Legal Liability Insurance
(including but not limited to Bodily Injury Liability, Personal Injury
Liability, Property Damage Liability, Contractual Liability, Premises
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and Completed Operations Liability, Ground and
In-Flight Hangarkeepers Liability (including, in all cases, War Risks and
Allied Perils Insurance in accordance with AVN.52E or its current equivalent))
in an amount of not less [**].  The Aviation Legal Liability Insurance shall
be endorsed to name the Delta Indemnified Parties as additional insureds.  Such insurance shall be primary without any
right of contribution from any insurance carried by the Delta Indemnified
Parties and shall contain appropriate contractual liability, severability of
interests and cross liability clauses in favor of the Delta Indemnified
Parties.


 


All such insurance shall contain: provisions waiving
right of set-off or counterclaim against the Delta Indemnified Parties; that
the Delta Indemnified Parties shall not be liable for any premiums,
deductibles, commissions, fees, assessments or calls in respect of said
insurance; waiver of subrogation and breach of warranty clauses in favor of the
Delta Indemnified Parties and a provision that cancellation or adverse material
change of said insurance shall not be effective as to the Delta Indemnified
Parties until at least thirty (30) days (or such shorter period as may be
customary in the case of War Risks and Allied Perils Insurance) prior written
notice is provided to Delta.  Hawaiian
agrees that the foregoing insurance coverage must be reasonably satisfactory to
Delta and that proof of such insurance (in the form of a certificate of
insurance) shall be provided to Delta prior to commencement of this Agreement.


 


Section 8.3                                   Events
of Default.


 


Section 8.3.1                         Events.  Each of the following events shall constitute an “Event of Default”:


 


a.                                       a Party fails to make any payment under
this Agreement when due;


 


b.                                      a Party fails to comply with any
provision of Section 8.2 or any insurance required to be maintained under
this Agreement is cancelled or terminated or notice of cancellation is given in
respect of any such insurance;


 


c.                                       a Party fails to comply with any other
provision of this Agreement and, if such failure is in the reasonable opinion
of the other Party capable of remedy, the failure continues for thirty (30)
days after notice from such other Party to the non-complying Party;


 


d.                                      representation or warranty made (or
deemed to be repeated) by a Party in or pursuant to this Agreement or in any
document or certificate or statement is or proves to have been incorrect in any
material respect when made or deemed to be repeated;


 


e.                                       a Party or any of its Affiliates is, or
is deemed for the purposes of any law to be, unable to pay its debts as they
fall due or to be insolvent, or admits inability to pay its debts as they fall
due; or suspends making payments on all or any class of its debts or announces
an intention to do so, or a moratorium is declared in respect of any of its
indebtedness; or a


 


	
   

  	
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meeting of the shareholders or directors of a Party or
any of its Affiliates is convened to consider a resolution to present an
application for an administration order or any such resolution is passed; or
any step (including petition proposal or convening a meeting) is taken with a
view to a composition, assignment or arrangement with any creditors of, or the
rehabilitation, administration, custodianship, liquidation, or dissolution of a
Party or any of its Affiliates or any other insolvency proceedings involving a
Party or any of its Affiliates; or any order is made or resolution passed for
any such composition, assignment, arrangement, rehabilitation, administration,
custodianship, liquidation, dissolution or insolvency proceedings, or a Party
or any of its Affiliates becomes subject to or enters into any of the
foregoing; or any liquidator, trustee in bankruptcy, judicial custodian,
compulsory manager, receiver, administrator, examiner or the like is appointed
in respect of a Party or any of its Affiliates or any part of their assets;


 


f.                                         an administrative or other receiver or
manager is appointed in respect of a Party or any of its Affiliates, or any
part of their assets; or a Party or any of its Affiliates requests any person
to appoint such a receiver or manager; or any other steps are taken to enforce
any security interest over all or any material part of the assets of a Party or
any of its Affiliates; or any attachment, sequestration, distress or execution
affects any material assets of a Party or any of its Affiliates and is not
discharged within sixty (60) days;


 


g.                                      it becomes unlawful for a Party to
perform any of its obligations under this Agreement or this Agreement becomes
wholly or partly invalid or unenforceable;


 


h.                                      a Party suspends or ceases or threatens
to suspend or cease to carry on all or a substantial part of its air carrier
business; or


 


i.                                          a Party disposes or threatens to dispose
of all or a material part of its assets used in it air carrier business,
whether by one or a series of transactions, related or not, without the prior
written consent of the other Party.


 


Section 8.3.2                         Rights and Remedies. 
If an Event of Default occurs, the other Party shall be entitled to all
rights and remedies at law and in equity, which rights and remedies shall be
cumulative, and subject only to any limitations expressly set forth in this
Agreement.  [**].


 


Section 8.3.3                         No Obligation to Perform. While an Event of Default by a Party
shall have occurred and be continuing, the other Party’s obligations to perform
pursuant to this Agreement shall be suspended.


 


Section 8.4                                   Liability.


 


Section 8.4.1                         Risk of
Loss and Damage to In-Scope Aircraft, Hawaiian Parts and Hawaiian’s Equipment.  [**].


 


Section 8.4.2                         Risk of
Loss and Damage to Delta Parts and Delta’s Equipment.  [**].


 


	
   

  	
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Section 8.5                                   Limitation
of Liability.


 


8.5.1                     Warranties.  [**].


 


8.5.2                     Consequential
Damages.  [**].


 


Section 8.6                                   Force
Majeure.  Except for
the obligation to make payments hereunder, neither Party shall be liable for
failure to perform, or delay in performing, its obligations hereunder due to any acts of
God, acts of terrorism or hostilities, war, strikes, fire, act of government,
court order, or any other similar act reasonably beyond the control of that
Party (collectively, “Force Majeure”).  If an event of Force Majeure occurs or is
likely to occur, the Party affected shall promptly notify the other Party of
the delay or anticipated delay and, to the extent practicable, estimate the
likely duration of the delay, and the Party so affected shall resume
performance without avoidable delay, affording to the other Party priority in
the resumption of such performance.  [**].


 


ARTICLE 9


MISCELLANEOUS


Section 9.1                                   Representations and Warranties.


 


9.1.1                     Delta
Representations and Warranties.  Delta represents and warrants to Hawaiian
that as of the Effective Date:


 


a.                                       Delta is a
limited liability company duly organized and validly existing in good standing
under the laws of its jurisdiction of organization and has the requisite power
and authority to carry on its business as now conducted and to enter into and
perform its obligations under this Agreement;


 


b.                                      this Agreement
has been duly authorized by all necessary corporate action on the part of
Delta, does not require any approval not already obtained or any approval or
consent not already obtained of any trustee or holders of any indebtedness or
obligations of Delta, and has been duly executed and delivered by Delta, and
neither the execution and delivery thereof by Delta, nor the consummation of
the transactions contemplated herein, nor compliance by Delta with any of the
terms and provisions hereof shall contravene any law, judgment, governmental
rule, regulation or order applicable to or binding on Delta or contravene or result
in any breach of or constitute any default under, or result in the creation of
any lien upon the property of Delta under, its constitutional documents or any
indenture, mortgage, or other material agreement or instrument to which Delta
is a party or by which it or its properties may be bound or affected;


 


c.                                       this Agreement
has been duly executed and delivered by Delta and 


 


	
   

  	
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constitutes
a legal, valid and binding obligation of Delta enforceable against Delta in
accordance with the terms hereof, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws of general application relating to creditors’ rights generally and
by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law);


 


d.                                      there are no
pending or, to the knowledge of Delta, threatened actions or proceedings
against Delta before any court or administrative agency that, if determined
adversely to Delta, would materially adversely affect the financial condition
of Delta or the ability of Delta to perform its obligations under this
Agreement; and


 


e.                                       except as
otherwise provided or referenced in this Agreement, no authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority is required for the due execution, delivery or performance by Delta
of this Agreement, and Delta has all requisite licenses, certifications and
authorizations from applicable Governmental Authorities to provide the Services
and perform all obligations hereunder.


 


9.1.2                     Hawaiian
Representations and Warranties.  Hawaiian represents and warrants to that as
of the Effective Date:


 


a.                                       Hawaiian is a
corporation duly organized and validly existing in good standing under the laws
of its jurisdiction of organization and has the requisite power and authority
to carry on its business as now conducted and to enter into and perform its
obligations under this Agreement;


 


b.                                      this Agreement
has been duly authorized by all necessary corporate action on the part of
Hawaiian, does not require any approval not already obtained or any approval or
consent not already obtained of any trustee or holders of any indebtedness or
obligations of Hawaiian, and has been duly executed and delivered by Hawaiian,
and neither the execution and delivery thereof by Hawaiian, nor the
consummation of the transactions contemplated herein, nor compliance by
Hawaiian with any of the terms and provisions hereof shall contravene any law,
judgment, governmental rule, regulation or order applicable to or binding on
Hawaiian or contravene or result in any breach of or constitute any default
under, or result in the creation of any lien upon the property of Hawaiian under,
its constitutional documents or any indenture, mortgage, or other material
agreement or instrument to which Hawaiian is a party or by which it or its
properties may be bound or affected; [**];


 


c.                                       this Agreement
has been duly executed and delivered by Hawaiian and constitutes a legal, valid
and binding obligation of Hawaiian Airlines enforceable against Hawaiian in
accordance with the terms hereof, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws of general application relating to creditors’ rights generally and
by general equitable principles (regardless of whether the issue of
enforceability is considered in a proceeding in equity or at law);


 


	
   

  	
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d.                                      there are no
pending or, to the knowledge of Hawaiian, threatened actions or proceedings
against Hawaiian before any court or administrative agency that, if determined
adversely to Hawaiian, would materially adversely affect the financial
condition of Hawaiian or the ability of Hawaiian to perform its obligations
under this Agreement; and


 


e.                                       except as
otherwise provided or referenced in this Agreement, no authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority is required for the due execution, delivery or performance by
Hawaiian of this Agreement and Hawaiian has all requisite licenses,
certifications and authorizations from applicable Governmental Authorities to
provide the Services and perform all obligations hereunder; provided however,
certain approvals may be required from the FAA, which approvals shall be
obtained by Hawaiian and Delta as provided herein.


 


Section 9.2                                   Resolution
of Disputes and Governing Law.


 


9.2.1                     Resolution of Disputes.  If any claim or controversy
arises out of, or relates to, this Agreement, the claiming Party shall notify
the other Party in writing stating the details and the reasons of the
objections and the Parties shall make a good faith attempt to resolve the
matter through their management [**]
after the management representatives have failed to
resolve the dispute, the Parties agree to submit the dispute to the exclusive
jurisdiction of the Courts of the State of New York.


 


9.2.2                     Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without reference to New York’s conflict of laws principles.


 


Section 9.3                                   Notices.  To be binding
on the addressee, each notice of communication given pursuant to this Agreement
shall be in writing, and shall be delivered in person to the Party to whom it
is addressed, or sent by (i) United States registered or certified mail,
return receipt requested; or (ii) a nationally recognized overnight
courier service.  Mailed notices shall be
postage prepaid, and all notices shall be addressed as follows:


 


To
Hawaiian:


 


If sent by
U.S. Mail:


Hawaiian
Airlines, Inc.


P.O. Box
30008


Honolulu,
HI 96820


Attention:  Sr. Director Vendor Performance Management


 


With a copy
made to:


Hawaiian
Airlines, Inc.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


23

















 


P.O. Box
30008


Honolulu,
HI 96820


Attention:
Sr. Vice President, General Counsel & Corporate Secretary


 


If sent by
overnight courier or delivered by messenger:


Hawaiian
Airlines, Inc.


3375
Koapaka St. Ste G350


Honolulu,
HI 96819


Attention:  Sr. Director Vendor Performance Management


 


With a copy
made to:


Hawaiian
Airlines, Inc.


3375
Koapaka St. Ste G350


Honolulu,
HI 96819


Attention:
Sr. Vice President — General Counsel & Corporate Secretary


 


To
Delta:


 


Delta Air Lines, Inc.


Department 460


Hartsfield Atlanta International Airport


Atlanta, Georgia 30320


Attn: VP Technical Sales & Marketing


 


Notices shall be effective upon receipt, or upon attempted
delivery where delivery is refused or mail is unclaimed (refused or unclaimed
by parties).


 


Section 9.4                                   Amendments
and Waivers.  All amendments
to this Agreement must be in writing and executed by duly authorized officers
of both Parties.  All waivers to terms
hereof must be in writing and executed by a duly authorized representative of
the Party which is so waiving.  No waiver
of any breach of this Agreement shall extend to any subsequent breach.  Failure by either Party to exercise any right
or take any action upon a breach of this Agreement shall not be deemed to be a
waiver of such breach.


 


Section 9.5                                   Order
of Precedence.  The terms
and conditions of this Agreement shall take precedence over any and all
conflicting provisions in Delta’s order acknowledgment forms, or any standard
terms on any document provided by Hawaiian or Delta, including, but not limited
to purchase orders and repair orders.  In
the event of a conflict between the terms and conditions of this Agreement and
the terms and conditions of such other documents, the terms of this Agreement
shall take precedence and prevail over the conflicting terms of such other
documents.


 


Section 9.6                                   Assignment.  Neither Party shall be
entitled to assign this Agreement or any part of its rights or obligations
hereunder, without the other Party’s prior written consent, which shall 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


24

















 


not be unreasonably withheld or delayed.  Notwithstanding the foregoing, it is agreed
that Hawaiian may assign its rights or obligations under this Agreement to a
purchaser of substantially all of its business.


 


Section 9.7                                   Confidentiality.  Each Party acknowledges that, in connection
with its performance hereunder, it may access or receive business information
that is proprietary to the other Party, confidential or competitively
sensitive, and/or information, documents, programs, manuals and other materials
that are proprietary to third parties. 
Each Party acknowledges that all such information, documents, programs,
manuals, agreements with OEMs, other Vendors, service providers, and other third
parties relating to the In-Scope Aircraft or good or services provided in
respect thereof,  and other materials,
and this Agreement and the terms hereof, constitute “Confidential
and Proprietary Information” which is highly confidential,
proprietary and sensitive, and understands that any Confidential and
Proprietary Information shall be disclosed and made available to the other
Party for the sole and exclusive purpose of the transactions contemplated by
this Agreement.  Provided however,
Confidential and Proprietary Information shall not include information a) which
has come into the public domain through no breach of this Agreement; b) which
was lawfully disclosed to the receiving Party by a third party not bound by a
non-disclosure agreement with the disclosing party; c) which was rightfully
known to the receiving party prior to entering into this Agreement, or d) any
disclosure specifically authorized in writing by the disclosing party.  Each Party shall (i) treat all
Confidential and Proprietary Information as privileged, confidential, and proprietary;
(ii) retain same in the strictest confidence; (iii) use the utmost
diligence to guard and protect such Confidential and Proprietary Information; (iv) not
divulge, copy, disclose or use the same, in whole or in part, for any purpose
same other than for performance in accordance with this Agreement; and (v) not
duplicate or use any Confidential and Proprietary Information, in whole or in
part, for itself or third parties, except with the express written consent of
the Other Party (provided that any copies of such information so made shall
reproduce the proprietary markings and any other legends contained thereon),
and except as follows (1) to its accountants, attorneys and other
professional advisors which are bound by a confidentiality agreement, (2) to
its directors, officers, employees, its affiliates and their employees,
directors and officers who specifically need to know such information, (3) as
required by force of law or by judicial or administrative process, (4) as
expressly contemplated under this Agreement, or (5) as may be necessary in
the opinion of such Party to the exercise of any remedies hereunder; provided
that in case of a disclosure referred to in Clause (3) above, the Party
requiring disclosure shall use its commercially reasonable efforts to limit the
extent of such disclosure to the extent permitted by law and such disclosing
Party shall provide the other Party with prompt advance written notice (which,
when possible, shall not be less than ten (10) Business Days in advance of
the time for any such mandatory disclosure) so that the other Party may seek a
protective order, confidential treatment, waiver or other appropriate
protective relief with respect to all or part of such request or requirement,
or waive compliance with the provisions of this Agreement with respect to all
or part of such request or requirements. 
In the event that such protective order, confidential treatment, waiver
or other remedy is not obtained prior to the deadline for complying with such
request or requirement, and upon advice of counsel a Party reasonably believes
that it is legally 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


25

















 


compelled to disclose information, then such Party
may disclose only that portion of the information which it is advised in
writing by counsel that it is legally compelled to disclose.  Each Party shall use its reasonable efforts
to assist the other Party, and in no event shall oppose any action by the other
Party to obtain appropriate confidential treatment or protective relief as
contemplated by this Section.


 


Notwithstanding
the foregoing, Hawaiian shall have the right to disclose the operational
provisions of this Agreement to any of its code sharing partners to the extent
required for audit purposes, with the prior written approval of Delta, and such
approval shall not be unreasonably withheld or delayed and Delta shall have the
right to disclose such provisions to Delta.


 


Each Party
understands and acknowledges that disclosure of the Confidential and
Proprietary Information may give rise to an irreparable injury to the other
Party.  Accordingly, each Party agrees
that the other Party may seek, in addition to any legal remedies available to
it and without the posting of any bond or other security, injunctive relief
against the breach or threatened breach of any of the foregoing undertakings.


 


Any
press release or other disclosure to the media with regard to this Agreement or
the terms hereof must be approved in writing by both Parties.


 


This
section shall survive termination or expiration of this Agreement for a period
of three (3) years.


 


Section 9.8                                   No
License Granted.  This
Agreement is not, and shall not be construed to be, a license for either Party
to use the trade names, trademarks, service marks, or logos of the other Party,
or its affiliates.  Neither Party shall
use the other Party’s trade names, trademarks, service marks or logos without
obtaining such other Party’s prior written approval in each instance.


 


Section 9.9                                   Independent Contractors.  Notwithstanding any other provision of this Agreement
to the contrary, the Parties are independent contractors in the performance of
this Agreement.  Except as otherwise
expressly herein provided, neither Party shall act as, or be deemed to be,
agent for, or partner of, the other Party for any purpose whatsoever, and the
employees of one Party shall not be deemed the employees of the other
Party.  Nothing in this Agreement may be
interpreted or construed to create a partnership, agency, profit-sharing,
pooling arrangement, joint venture or any other legal entity between the
Parties.  Each Party agrees not to
represent in any way the existence of (a) any authority to bind the other
Party (except as otherwise expressly provided herein), or (b) any
relationship between the Parties hereto other than the independent contractor
arrangement specified herein.  The manner
and means of providing goods or performing Services under this Contract shall
be under the sole control of Delta.  None
of the benefits provided by a Party to its employees (including, but not
limited to, compensation, insurance, vacation pay, sick leave, pension, profit
sharing, health, insurance and workers’ compensation insurance) shall be
available to the other Party or any agent, employee or servant of the other
Party.  Each Party shall be solely and
entirely responsible 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


26

















 


for
its acts and for the acts of its agents, employees, servants, and
subcontractors under this Agreement.


 


Section 9.10                            Severability
and Interpretation.  Headings in
this Agreement are for the purpose of convenience only and shall not be used in
the interpretation of any part of this Agreement.  In this Agreement, the use of the singular
includes the plural and vice versa and the use of any one gender includes all
genders.  Each provision of this
Agreement is severable from the other. 
In the event that any such provision is declared by a court of competent
jurisdiction to be unenforceable, or is rendered unenforceable or illegal by
any statutory or regulatory change, the validity of the remainder of the
Agreement shall not be affected. In the event that a material provision of the
Agreement is rendered unenforceable, the parties shall negotiate in good faith
to amend such provision sufficiently to render it enforceable.  Where the context so admits or requires,
words denoting persons shall include natural persons, companies, corporations,
firms, partnerships, joint ventures, trusts, voluntary associations, other
incorporated and/or unincorporated bodies or other entities (in each case,
whether or not having separate legal personality) and all such words shall be
construed interchangeably in that manner. 
A person shall include the successors or permitted transferees or
assigns of such person.


 


Section 9.11                            [**].


 


Section 9.12                            Assignment of Money Due or Payable.  No assignment
of money due or to become due to a Party shall be made without prior written
consent of the other Party.


 


Section 9.13                            Compliance
with Laws and Safety and Security Requirements.


 


9.13.1              Compliance with Law.  Each Party
shall fully comply (and shall cause all its personnel fully to comply) with all
applicable laws (federal, state and local), statutory, regulatory,
administrative and decisional and any and all legal requirements now in effect
or that may be enacted, promulgated, issued, or imposed in the future in
connection with or relating to any of its obligations hereunder, including
without limitation, all legal requirements relating to safety or otherwise that
are subject to the jurisdiction of the FAA and the Department of Transportation,
The Americans with Disabilities Act, the Civil Rights Act of 1964, as amended,
the Foreign Corrupt Practices Act, and applicable rules of affected
airport authorities.


 


9.13.2              Compliance with Safety and Security Procedures.  Each Party shall at all times
comply (and shall cause all its personnel fully to comply) with all safety,
security and health regulations in effect at their respective Facilities of
which such Party is made aware, including specifically, “no smoking” policies.


 


9.13.3              Permits. 
Delta shall be responsible for obtaining
all applicable governmental or regulatory licenses, authorizations, and permits
required in connection with the performance of the Services and provision of
goods and to otherwise carry out its obligations under this Agreement and shall
pay, all fees and taxes associated with such licenses, authorizations, and 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


27

















 


permits.


 


Section 9.14                            No Third Party Beneficiaries.  Nothing in the Agreement is intended to
confer any rights or remedies under this Agreement on any person other than
Hawaiian and Delta.


 


Section 9.15                            Time is of the Essence.  The Parties
acknowledge that time is of the essence in the performance of each and every
covenant, performance, requirement and condition of this Agreement.


 


Section 9.16                            Attorneys’ Fees.  In the event
any dispute between the Parties in respect of any matter that is the subject of
this Agreement, the Party prevailing in the dispute shall be reimbursed for all
reasonable costs incurred in enforcing its rights in respect of the dispute,
including, without limitation, reasonable attorneys’ fees.


 


Section 9.17                            Entire Agreement.  The Agreement and all Appendices and
attachments hereto contain all the agreements, conditions, representations,
warranties and understandings made between the Parties with respect to the
subject matter hereof and supersede any and all prior agreements, proposals,
solicitations, correspondence and other agreements or understandings, written
or oral.


 


Section 9.18                            Benefit
of the Agreement.  This
Agreement shall be binding upon, and inure to the benefit of, the Parties
hereto and their respective successors and permitted assigns.


 


Section 9.19                            Counterparts.  This Agreement may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, and such counterparts together shall constitute and
be one and the same instrument.  For the
convenience of the Parties, transmission of an authorized signature by facsimile
or other electronic media shall be acceptable and deemed an original.


 


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28

















 


IN WITNESS WHEREOF, Hawaiian and Delta have caused
this Agreement to be executed as of the day and year written below to be
effective as of the Effective Date.


 


	
  DELTA AIR LINES, INC.

  	
   

  	
  HAWAIIAN AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Tony Charaf

  	
   

  	
  Signature:

  	
  /s/ Charles Nardello

  
	
  Name:

  	
  Tony Charaf

  	
   

  	
  Name:

  	
  Charles Nardello

  
	
  Title:

  	
  President Delta TechOps

  	
   

  	
  Title:

  	
  SVP. Operations

  
	
  Date:

  	
  1/14/10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
  /s/ Peter Ingram

  
	
   

  	
   

  	
  Name:

  	
  Peter Ingram

  
	
   

  	
   

  	
  Title:

  	
  EVP, CFO

  
	
   

  	
   

  	
  Date:

  	
  1/14/10

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
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  JPM

  



 






[**] – Confidential treatment has been
requested for the bracketed portions. 
The confidential redacted portion has been omitted and filed separately
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29
















 


APPENDIX A


DEFINITIONS


 


“AD” means
Airworthiness Directive.


 


“Ad-hoc Aircraft” means A330
aircraft and engines operated therewith, operated from time to time by Hawaiian
during the Term of this Agreement, as short-term hire-ins or which are
subject to restrictions or conditions (e.g., operation on a maintenance program
other than Hawaiian’s Maintenance Program) such that they cannot be reasonably
maintained pursuant to this Agreement.


 


“Affiliate” means, with
respect to a subject entity (a) its Subsidiary or (b) an entity which
has direct or indirect control or owns directly or indirectly more than fifty
percent (50%) of the voting share capital of the subject entity (i.e., a parent
company), or (c) a Subsidiary of such parent company.


 


“Agreement” means this Complete
Fleet Services Agreement between the Parties, as it may be amended from time to
time (including each appendix, order or amendment attached hereto or included
by reference), as it may be amended from time to time in accordance with the
terms hereof.


 


“Airbus”
means Airbus S.A.S.


 


[**].


 


[**].


 


[**].


 


“Aircraft Maintenance Manuals”  means the [**], all
Component Maintenance Manuals, Hawaiian’s Maintenance Program, General
Maintenance Manual, Joint Procedures Manual, and all other manuals and documents
relating to the Maintenance of Airbus A330 aircraft and/or CPFH Components, all
as they may be amended from time to time.


 


“AMT” means authorized maintenance
technicians.


 


“AOG” means “Aircraft on Ground,”
i.e., an aircraft which have been grounded due to failure or malfunction of MEL
equipment, or any other malfunction requiring non-deferrable Maintenance, which
causes revenue flight to be uneconomic (i.e., unreasonably restricted payload),
or as a result of which, the crew refuses to operate the aircraft without
relevant Maintenance.


 


“AOG Event” means an event where an
In-Scope Aircraft is [**].


 


	
   

  	
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[**] – 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.


 


30

















 


“Approved SB” means an “alert” SB,
or any other SB or OEM recommendation which Delta and Hawaiian have agreed
shall be performed for the In-Scope Aircraft.


 


“APU” means
Auxiliary Power Unit.


 


“Base Maintenance” means all services
and Materials for (a) scheduled and non-scheduled heavy airframe
inspections and Maintenance, including but not limited to all Heavy Checks,
structural inspections and rectification work arising from such
inspections, and all alterations and Repairs required in connection therewith,  (b) Incremental Checks,  (c) all
work to support modifications and inspections required by ADs and SBs, (d) Drop-In
Visits, (e) maintenance required for the purpose of complying with
In-Scope Aircraft lease return provisions, (f)  In-Scope Aircraft physical
damage review and assessment, (g) FOD and DOD  rectification,
(h) corrosion control inspections and rectification work associated with
Heavy Checks arising from such inspections in conformance with the CPCP, (i) Composite
Repairs,  (j) interior and cabin
reconfigurations modifications, (k) work required as a result of
accidental damage, operational mishandling or foreign object damage to In-Scope
Aircraft except for damage caused by Delta (or Delta’s Approved Subcontractors)
and (l) all other Maintenance that cannot be completed in Line Maintenance
in the applicable Turn-Time; provided however, Base Maintenance shall
not include labor or Materials which fall under the definition of Base
Maintenance to the extent that Delta has specifically agreed to perform all or
part of the same pursuant to the provisions of this Agreement.


 


“Base Maintenance Contractor” means
all FAA approved maintenance providers (and designated subcontractors thereof),
not including Delta, which perform Base Maintenance for the In-Scope Aircraft
pursuant to contract with Hawaiian.


 


“Basic Term”
shall have the meaning set forth in Section 2.11.1.


 


“BER” means Beyond Economic Repair,
i.e., that the condition of a Part or Component is such that
it requires Maintenance in costing excess [**].


 


“Business Days”
means days, other than a Saturday or Sunday on which the banks are open in both
Honolulu, Hawaii and Atlanta, Georgia.


 


“CFS Program” means the Complete
Fleet Services Program for Hawaiian’s A330 fleet of In-Scope Aircraft which
includes all Maintenance for the In-Scope Aircraft, and all CPFH Components, appliances
and equipment thereof and thereon, and all provisioning of Materials, CPFH Components, appliances
and equipment, and all operational, planning, engineering, contract management,
other services for the In-Scope Aircraft as are necessary or desirable for
operation of the same by Hawaiian, all in accordance with the Aircraft
Maintenance Manuals.


 


“CFS Program Partners” means Delta,
Hawaiian, Airbus, all Delta’s Approved Subcontractors, Hawaiian Contractors,
and all subcontractors thereof.


 


	
   

  	
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[**] – Confidential treatment has been
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31

















 


“Component” means any self-contained
combination of Parts, sub-assemblies or units, including Rotable Parts, [**]; provided that the term shall also include also any
subassembly of such Component.


 


“Component Maintenance Manual” means
a document published by a Component OEM outlining Maintenance procedures with
respect to a given Component.


 


“Component Maintenance Services” are
the CPFH Component Maintenance Services performed by Delta pursuant to Article 4.


 


“Component Management Services”
means the Materials, CPFH Components and Tooling/Equipment Management Services
performed by Delta pursuant to Article 5.


 


“Composite Repairs” means Repairs
requiring specialized equipment (e.g., honeycomb or carbon fiber Repairs).


 


“Confidential and
Proprietary Information” shall have the meaning set forth in Section 9.7.


 


“Consumables” means Parts which are
replaced regardless of their apparent condition during the course of
Maintenance, that are used once and are non-Repairable.


 


“CPFH Components” means all Parts,
Components, appliances and other equipment and all sub-assemblies, Parts or
Components thereof, installed on, or otherwise required from time-to-time for
the operation of, the In-Scope Aircraft, and replacements for, or additions to,
such Parts, Components, appliances and other equipment, including without
limitation all Hawaiian Parts.


 


“CPFH Rate” shall have the meaning
set forth in Section 2.3.1.  The
base hourly rate component of the CPFH Rate shall be charged based on each hour
or fraction thereof.


 


“CPCP” means
Corrosion Prevention and Control Program.


 


“Deferred Maintenance Item” means
the deferral of a defect on an item for a specified period of time or number of
aircraft-driven events (e.g. cycles).


 


“Delta” means Delta Air Lines, Inc.
and its successors and permitted assigns, and as the context so requires, Delta’s
Approved Subcontractors.


 


“Delta Indemnified Parties”
shall have the meaning set forth in Section 8.1.1.


 


“Delta Parts”
shall have the meaning set forth in Section 8.2.1.


 


“Delta’s Approved Subcontractor”
means a Vendor or Facility approved by Hawaiian in 


 


	
   

  	
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[**] – Confidential treatment has been
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32

















 


accordance
with Section 7.13.1 to provide goods or perform Services for the In-Scope
Aircraft on behalf of Delta pursuant to an agreement between such Vendor or
Facility and Delta.


 


“Delta’s MOC”
means Delta’s Maintenance Operations Control.


 


“Direct Maintenance Costs” means the
[**].


 


“Dirty Fingerprints” means
accomplishment documentation for major Repairs and all EO / AD / SB
incorporation work completed on any In-Scope Aircraft, Engine, APU or other
CPFH Component, or other Part, or appliance or equipment thereon or thereof.


 


“DOD” means domestic object damage caused
by an object or debris which originates from the In-Scope Aircraft on which a
CPFH Component, excluding object or debris which originates from the CPFH
Component itself.  This damage excludes
normal wear and tear based on the intended design purpose of a CPFH Component.


 


“Drop-In Visits” mean unscheduled
maintenance initiated as a result of problems identified while the In-Scope
Aircraft is in service (including FOD and DOD).


 


“Early Termination Fee”
shall have the meaning set forth in Section E.4 of Appendix E.


 


“Effective Date”
means the date of this Agreement.


 


“Engine”
means each of those Rolls-Royce model Trent 772B dressed engines, as installed
on an In-Scope Aircraft or otherwise used in connection therewith, but not
including nacelle items and QEC items which are not manufactured by Rolls-Royce
(including nose cowl, hinged panel, thrust reverser, common nozzle assembly,
and other pylon-mounted nacelle items).


 


“Engine
Contractors” means all Rolls-Royce and all other FAA approved
maintenance providers (and designated subcontractors thereof), not including
Delta, which perform Engine Maintenance for the Engines pursuant to contract
with Hawaiian.


 


“Engine LRU”  means
a CPFH Component that can be removed from the Engine and replaced in
a reasonable amount of time, while the Engine is still installed on the
In-Scope Aircraft.


 


“Engine Maintenance” means engine
Maintenance, and other services relating to Engines which must be and are
performed for the Engines while they have been removed from the In -Scope
Aircraft, and provision of substitute or replacement Engines; provided
however, Engine Maintenance shall not include labor or Materials which fall
under the definition of Engine Maintenance to the extent that Delta has
specifically agreed to perform all or part of the same pursuant to the
provisions of this Agreement.


 


“EO” means
Engineering Order.


 


	
   

  	
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requested for the bracketed portions. 
The confidential redacted portion has been omitted and filed separately
with the Securities and Exchange Commission.


 


33

















 


“Event of Default”
shall have the meaning set forth in Section 8.5.1.


 


“Expendable Part” means any Part for
which no authorized Repair procedure exists, or whose cost of Repair would
normally exceed that of replacement cost.


 


“Expiration Date” means the date
that is the twelve (12) year anniversary of the actual date on which the last
In-Scope Aircraft is Inducted into Hawaiian’s fleet, as it may be extended
pursuant to Section 2.11.3.          .


 


“Extended Term” means any
extension beyond the Basic Term in accordance with Section 2.11.3.


 


“FAA” means
the Federal Aviation Administration of the United States or any successor
entity.


 


“Facility” means any FAA Part 121
or Part 145 approved Maintenance facility, including without
limitation, Delta Facilities, where the parties agree that an In-Scope Aircraft
shall receive Services pursuant to this Agreement, or where an In-Scope
Aircraft shall receive other Maintenance directed by Hawaiian.


 


“FAR” means United States Federal
Aviation Regulations, and other applicable laws, that relate to the operation
or maintenance of the In-Scope Aircraft, as are in effect from time to time.


 


“Flight Hour” means an hour, or
portion thereof, of flying (wheels off to wheels on) accumulated by an In-Scope
Aircraft.


 


“FOD” means
foreign object damage.


 


“Force Majeure”
has the meaning as set forth in Section 8.5.


 


“General Maintenance Manual” means
the document created by Hawaiian outlining the policies and procedures for
maintaining the In-Scope Aircraft, which shall be consistent with all
applicable FARs, Hawaiian’s Air Carrier Certificate and Operations
Specifications, and the operating requirements of all countries in which
Hawaiian then operates the In-Scope Aircraft.


 


“Governmental Authority” means any
nation or government, any federal, regional, state, county, provincial, local
or other political subdivision thereof, any central bank (or similar monetary
or regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government, and any corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.


 


“Hawaiian”
means Hawaiian Airlines, Inc. and its successors and permitted assigns.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


34

















 


“Hawaiian Appendix B Parts”
means the CPFH Parts listed on Appendix B.


 


“Hawaiian Appendix B-1 Parts” means
the CPFH Parts identified as Hawaiian Appendix B-1 Parts on Appendix B.


 


“Hawaiian Appendix B-2 Parts” means
the CPFH Parts identified as Hawaiian Appendix B-2 Parts on Appendix B.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


35

















 


“Hawaiian Appendix C Parts” means
the CPFH Parts listed on Appendix C, and noted in Section 2.1.2.


 


“Hawaiian Contractors” means the
Base Maintenance Contractors, the Engine Contractors, the IFE Contractors, and
any other Vendor or Facility performing Outside Services or other work on an
In-Scope Aircraft pursuant to an agreement between such Vendor or Facility and
Hawaiian.


 


“Hawaiian Damage Repair”
shall have the meaning set forth in Section 4.3.6.


 


“Hawaiian Indemnified
Parties” shall have the meaning set forth in Section 8.1.1.


 


“Hawaiian Parts” means
Hawaiian Appendix B Parts and Hawaiian Appendix C Parts.


 


“Hawaiian’s Maintenance Program”
means Hawaiian’s FAA approved maintenance program for the In-Scope Aircraft
developed in accordance with Section 6.10.1, as it may be revised from
time to time.


 


“Hawaiian’s MC”
means Hawaiian’s Maintenance Control.


 


“Heavy Checks” means [**] (or multiples thereof), or similar heavy aircraft
maintenance, scheduled to be performed on the In-Scope Aircraft as provided in
Hawaiian’s Maintenance Program.


 


“IFE” means
in-flight equipment.


 


“IFE
Contractors” means Panasonic and all other contractors (and
designated subcontractors thereof), not including Delta, which perform IFE
Maintenance for the In-Scope Aircraft pursuant to contract with Hawaiian.


 


“IFE Maintenance” means IFE Maintenance,
and other services relating to IFE, and provision of substitute or replacement
IFE; provided however, IFE Maintenance shall not include labor or Materials
which fall under the definition of IFE Maintenance to the extent that Delta has
specifically agreed to perform all or part of the same pursuant to the
provisions of this Agreement.


 


“Incremental Check” means a check or
inspection that generally is performed during a Heavy Check and which would not
be performed on a standalone basis.


 


“Induction” of In-Scope Aircraft
means the introduction of new or used Airbus A330 aircraft into Hawaiian’s
fleet by acceptance thereof by Hawaiian from the respective seller or lessor.


 


“In-Scope Aircraft”
shall have the meaning set forth in Section 2.6.1.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


36

















 


“In-Scope Aircraft Term” shall have
the meaning set forth in Section 2.11.2.


 


“In-Scope Limits”
shall have the meaning set forth in Section 2.4.


 


“In-Scope Services” shall have the
meaning set forth in Section 2.2 and shall be included in the CPFH Rate up
to the applicable In-Scope Limits and, thereafter, subject to the T&M
Rates.


 


“In-Scope Stations”
shall have the meaning set forth in Section 2.7.1.


 


“Illustrated Parts Catalog”
means the OEM’s Illustrated Parts Catalog.


 


“Joint Procedures Manual” means the
service level agreement - joint procedures manual as defined and described in Section 2.10,
as it may be revised from time to time.


 


“KPI” means
Key Performance Indicator as described in Appendix G.


 


“Launch MEL”
shall be as defined in Section G.1.3 or Appendix G.


 


“Line Maintenance” means all
scheduled and unscheduled, routine and non-routine Maintenance for the In-Scope
Aircraft, up through and including “A” Checks” or the equivalent, as set forth
in Hawaiian’s Maintenance Program, to be performed within the applicable
Turn-Times, and as more particularly described in Article 3.  For the avoidance of doubt, Line Maintenance
shall include, without limitation, ETOPS 1 Checks, ETOPS 2 Checks, Domestic
Checks, Overnight Checks and “A” Checks, or their equivalent, as set forth
Hawaiian’s Maintenance Program.


 


“List Price” means the price at
which Parts and Components are published for general sale in the respective OEM’s
catalog, exclusive of special discounts or incentives effect for specific
customers.


 


“LLP” means
Life Limited Part.


 


“Loan Component” means a Part or
Component borrowed from a third party (not including Delta) on behalf of
Hawaiian for installation on an In-Scope Aircraft, in order to return it to
service.


 


“Losses”
shall have the meaning set forth in Section 8.1.1.


 


“LRU” means Line Replaceable Unit
(and in the case of Engines, shall include Line Repairable Parts), which is a
Component that can be readily changed on an In-Scope Aircraft during Line
Maintenance operations without impairing the applicable Turn-Time.


 


“Maintenance” means all work
performed on a Component, Part, airframe, Engine or 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


37

















 


aircraft/Engine
systems, such as inspections, tests, replacements, modifications, Repairs or
Overhauls, as further set forth in this Agreement.


 


“Maintenance Cost Data”
shall have the meaning set forth in Section 7.10.


 


“Management” or “Manage” for purposes of Management
of Materials, CPFH Components and tooling/equipment pursuant to Article 5,
shall have the meaning set forth in Section 5.1.


 


“Materials” means all materials,
supplies, kits and other items necessary to perform all Maintenance for the
In-Scope Aircraft and on all Components, Parts, appliances and equipment
thereof and thereon.


 


“Mean Time Between Failures” means
the average number of Flight Hours between installation and failure of a
Component.


 


“Mean Time Between Unscheduled Removals”
means the average number of Flight Hours between consecutive unscheduled
removals of a Component.


 


“Mean Time Between Removals” means
the average number of Flight Hours between consecutive planned removals of a
Component.


 


“MEL” means the minimum equipment
list of Components and Parts which must be operative for an In-Scope Aircraft
to participate in revenue service.


 


“Minimum Flight Hours” shall mean
the hours designated as set forth in Section D.1.8 of Appendix D.


 


“Modification” means alteration through
rework and / or through the removal or installation of a Part.


 


“NDT” means
non-destructive testing.


 


“Non-In-Scope Aircraft” means Ad-hoc Aircraft and
Other Aircraft.


 


“OEM” means
Original Equipment Manufacturer.


 


“Operation Critical” [**].


 


“Other Aircraft”
shall have the meaning set forth in Section E.1.4 of Appendix E.


 


“Out-Of-Scope Services” shall have
the meaning set forth in Section 2.2 and shall be performed on a T&M
basis.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


38

















 


“Outside Services”
shall have the meaning set forth in Section 2.1.2.


 


“Overflow Airframe Tasks” means task
cards, inspections and maintenance typically included in Base Maintenance
(including without limitation task cards from Heavy Checks and structural
inspections), can be performed during Line Maintenance operations without
impairing the applicable Turn-Time, [**].


 


“Overflow ADs/SBs” means ADs and SBs
compliance which can be performed during Line Maintenance operations without
impairing the applicable Turn-Time, [**].


 


“Overhaul” means the restoration of
equipment to a complete renewal, which shall be equal to or higher than the
manufacturer’s standards.


 


“Panasonic”
means Panasonic Avionics Corp, the IFE OEM.


 


“Part” means one or more pieces
joined together, which are not normally subject to disassembly without
destruction of the designed use, and shall include, without limitation,
Consumables, Expendable Parts, Repairable Parts and Rotable Parts.


 


“Parties”
mean Hawaiian and Delta.


 


“PCI Compliance”
means Payment Card Industry Data Security Standards compliance.


 


“PIREP” means the pilot report,
generated by the flight crew of maintenance defect or discrepancy which occurs
during flight.


 


“PMA” means
Parts Manufacturing Approval.


 


“PMA Parts”
are parts manufactured pursuant to an applicable PMA.


 


“Prevailing Market
Standards” shall have the meaning set forth in Section 8.2.


 


“QEC”
means Quick Engine Change.


 


“Redelivery” means the date that
Delta returns to Hawaiian an In-Scope Aircraft and other equipment at
termination of this Agreement or expiration of the In-Scope Aircraft Term,
whichever is applicable.


 


“Repair” or “Repaired” means the restoration of
equipment to a serviceable condition.


 


“Repairable Part” means a Part or
Component commonly economical to Repair and subject to being rehabilitated to a
fully serviceable condition over a period shorter or less than the life of the
flight equipment to which it is related.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


39
















 


“Rolls-Royce”
means Rolls-Royce PLC, the Engine OEM.


 


“Rotable Parts” means Parts and
Components that can be economically restored to a serviceable condition and, in
the normal course of operations, is repeatedly rehabilitated to a serviceable
condition over a period approximating the life of the flight equipment to which
it is related.


 


“SB” means a service bulletin issued
by an OEM and approved by the FAA notifying the airline of modifications,
substitution of Parts or Components, or special inspections and / or checks.


 


“Serviceable”
means a condition that is ready for flight or installation in an aircraft.


 


“Services” shall have the meaning
set forth in Section 2.1.1 and shall include all In-Scope Services and
Out-Of-Scope Services.


 


“Subsidiary” means an entity
of which another entity has direct or indirect control or owns directly or
indirectly more than [**], or which is a direct or
indirect subsidiary of another entity under the laws of the jurisdiction of its
incorporation.


 


“SYSTEM” means [**].


 


“T&M
Rates” shall have the meaning set forth in Section 2.5.  T&M Rates shall be charged based on each
hour or fraction thereof.


 


“Technical Services”
means the Technical Services provided by Delta pursuant to Article 6.


 


“Term” means
the Basic Term and any Extended Term.


 


“Test” means
the evaluation of a Component to confirm that it is in serviceable condition.


 


“Turn-Times”
shall have the meaning set forth in Section 2.8.2.


 


“Unassigned Warranties” shall have
the meaning set forth in Section 6.8.1.


 


“Unserviceable” means a condition
that is not safe for flight or installation in an In-Scope Aircraft.


 


“Vendor” means the OEM or other
supplier of Components, services or Materials for the In-Scope Aircraft.


 


“Warranties” shall have the meaning
set forth in Section 6.8.1 and shall include Unassigned Warranties.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


40

















 


APPENDIX B


HAWAIIAN APPENDIX B PARTS


 


I.              Hawaiian
Appendix B-1 Parts and Hawaiian Appendix B-2 Parts are collectively referred to
as “Hawaiian Appendix B Parts.”


 


II.            “Hawaiian Appendix B-1 Parts” shall
include:


 


Parts
and Components that are purchased or acquired by Hawaiian that are not Hawaiian
Appendix C Parts


 


Regarding
Hawaiian Appendix B-1 Parts:


 


a.             they shall be
acquired pursuant to a contract between Hawaiian and a Vendor;


 


b.             they shall be
owned by Hawaiian;


 


c.             Hawaiian shall
be responsible for payment of the cost of purchase or acquisition;


 


d.             Hawaiian shall
insure then in accordance with Section 8.2.2.d; provided however, Delta
shall be responsible for Repair or replacement (and all costs thereof) in the
event a Hawaiian Appendix B-1 Part is damaged or destroyed while in Delta’s
possession;


 


e.             Delta shall
store them in a segregated space;


 


f.              [**];


 


g.             [**];


 


h.             [**]; and


 


i.              Delta shall not
loan Hawaiian Appendix B-1 Parts to any third party, place them in any pooling
arrangement, or otherwise release possession or custody of the same except as
permitted hereunder.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


41

















 


III.           “Hawaiian Appendix B-2 Parts” shall
include:


 


[**]


 


Regarding
Hawaiian Appendix B-2 Parts:


 


a.             they shall be
acquired pursuant to a contract between Hawaiian and a Vendor;


 


b.             they shall be
owned by Hawaiian;


 


c.             Hawaiian shall
be responsible for payment of the cost of purchase or acquisition;


 


d.             Hawaiian shall
insure then in accordance with Section 8.2.2.d;  provided however, Delta shall be responsible
for Repair or replacement (and all costs thereof) in the event a Hawaiian
Appendix B-2 Part is damaged or destroyed while in Delta’s possession;


 


e.             Delta shall
store them in a segregated space;


 


f.              [**];


 


g.             [**];


 


h.             [**]; and


 


i.              Delta shall not
loan Hawaiian Appendix B-2 Parts to any third party, place them in any pooling
arrangement, or otherwise release possession or custody of the same except as
permitted hereunder.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


42

















 


APPENDIX C


HAWAIIAN APPENDIX C PARTS


 


“Hawaiian Appendix C Parts” shall
include:


 


[**]


 


Regarding
Hawaiian Appendix C Parts:


 


a.             they shall be
acquired pursuant to a contract between Hawaiian and a Vendor;


 


b.             they shall be
owned by Hawaiian;


 


c.             Hawaiian shall
be responsible for payment of the cost of purchase or acquisition;


 


d.             Hawaiian shall
insure then in accordance with Section 8.2.2.d; provided however, Delta
shall be responsible for Repair or replacement (and all costs thereof) in the
event a Hawaiian Appendix C Part is damaged or destroyed while in Delta’s
possession;


 


e.             Delta shall
store them in a segregated space;


 


f.              [**];


 


g.             [**];


 


h.             [**];  and


 


i.              Delta shall not
loan Hawaiian Appendix C Parts to any third party, place them in any pooling
arrangement, or otherwise release possession or custody of the same except as
permitted hereunder.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


43

















 


APPENDIX D


COMMERCIAL TERMS


D.1          GENERAL.


 


D.1.1      Pricing Terms and
Conditions.  The following terms and conditions apply to the
pricing listed.


 


1.     [**];


 


2.     [**];


 


3.     [**];


 


4.     “Tax” or “Taxes”
means any and all sales tax, use tax, value-added tax in effect in a taxing
jurisdiction as of the date of this Agreement, gross receipts tax, excise tax
in the nature of a gross receipts tax, or similar tax or imposition imposed by
any domestic or foreign taxing authority on the amounts payable by Hawaiian to
Delta under this Agreement [**].


 


[**]


 


D.1.2      CPFH Rate.  The CPFH Rate for each calendar
year shall be equal [**] multiplied by the applicable
number of Flight Hours for such calendar year, plus the fixed monthly component
set forth in Section D.1.2.2 below for such calendar year.


 


[**]


 


D.1.3      In-Scope Limits.  The In-Scope
Limits are set forth in the following table:


 


	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  [**].

  	
   

  	
   

  



 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


44

















 


D.1.4      T&M
Rates.  The T&M Rates are set forth in the following
table, [**]:


 


	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


[**]


 


D.1.5
     [**].


 


D.1.6      [**].


 


D.1.7      [**].


 


D.1.8      [**].


 


D.1.9   Invoicing and Payment.


 


a.             Invoicing.


 


1.             CPFH
Payments.  For each In-Scope Aircraft,
Hawaiian shall submit to Delta on the seventh (7th)
Business Day of each month, the total Flight Hours for such In-Scope Aircraft
for the preceding month. Within five (5) days of receipt of such Flight
Hours, Delta shall issue an invoice to Hawaiian for the CPFH payment due for
such previous month [**]. Delta reserves the right to audit the
Flight Hour report provided to it by Hawaiian, upon five (5) 


 


	
   

  	
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  LH

  
	
   

  	
   

  	
   

  
	
   

  	
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[**] – 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.


 


45

















 


days prior written notice. Hawaiian shall provide
Delta with all documentation that Delta may reasonably request to perform such
audit.


 


2.             T&M Payments. 
For Services performed on In-Scope Aircraft which are not covered by the
CPFH Rate, Delta shall perform such Services on a T&M basis and shall
invoice Hawaiian monthly for such Services performed in the previous
month.  It may not be possible to
document certain charges prior to the issuance of a T&M invoice for the
previous month’s Services, therefore Delta may issue one or more supplemental
invoices (with supporting documentation) related to such Services.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
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  JPM

  



 






[**] – 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.


 


46

















 


b.             Invoicing and Invoice Detail Requirements.


 


1.             Invoices shall be sent to:


 


US
Mail:                                 Hawaiian
Airlines, Inc.


Attn:    Accounts
Payable


P.O. Box
30008


Honolulu,
HI 96820


 


OR


 


Overnight
Courier:               Hawaiian Airlines, Inc.


Attn:    Accounts
Payable


P.O. Box
30008


Honolulu,
HI 96820


 


WITH
A COPY TO:


 


Email:                                      Richard Arakaki


Director
Planning and Materials


Richard.Arakaki@hawaiianair.com


 


Email:                                      Lance Higa


Sr. Director Vendor Performance Management


Lance.Higa@hawaiianair.com


 


Invoices
are accepted as well in electronic form.


 


2.             All CPFH invoices shall state the CPFH Rate, the
number of Flight Hours billed and the invoice amount. All T&M invoices
shall be detailed invoices, demonstrating the man hours performed per task, the
associated labor rate and any other charges. 
[**].  If Hawaiian finds any
invoice to be insufficiently detailed or unsubstantiated, Delta shall supply
additional data at Hawaiian’s reasonable request.


 


c.             T&M Invoice Payment Terms.  Payment for
all T&M invoices is due [**] from the date of such invoice receipt.


 


d.             Early payments.  [**].


 


e.             Late payments.  In case that any invoice (other
than invoices disputed in accordance with Section D.1.10 of this Appendix
D) is not paid by Hawaiian within the period mentioned above, the amount due
may at Delta’s discretion [**].  Claiming such interest shall in
no case prejudice other rights that Delta may have under contract or at law.


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


47

















 


f.              Payment Details.  Hawaiian shall pay all Delta
invoices in US Dollars by electronic funds transfer in immediately available
funds to:


 


Beneficiary Bank: JP Morgan
Chase Bank


Account Number:  730131042


ABA
No: 021000021


 


D.1.10    Disputes on Invoices.  In the event that there arises between Hawaiian and Delta a reasonable,
good faith dispute as to any particular item set forth in an invoice from
Delta, Hawaiian agrees that it shall act reasonably in determining any disputed
items, make prompt payment of all non-disputed items (which shall be by such
invoices due date) and be entitled to withhold payment only in respect of the
disputed amount until such time as such dispute is resolved between the
Parties.  Payment for disputed items
shall be due five (5) days from date of written agreement of resolution of
the dispute.


 


If any claim or controversy arises, the
claiming Party shall notify the other Party in writing within ten (10) Business
Days of the date of invoice receipt with details and reasons regarding such
disputed amount.  The Parties shall make
a good faith attempt to resolve the matter through their management
representatives within thirty (30) Business Days.  [**].


 


D.1.11    Reconciliation.  An annual reconciliation shall occur no later than [**].


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


48
















 


APPENDIX E


 


[**]


 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


49

















 


APPENDIX F


 


[**]


 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


50

















 


APPENDIX G


 


[**]


 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


51

















 


EXHIBIT
A TO APPENDIX G


 


[**]


 


 


	
   

  	
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  LH

  
	
   

  	
   

  	
   

  
	
   

  	
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  JPM

  



 






[**] – 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.


 


52

















 


EXHIBIT B TO APPENDIX G


 


[**]


 


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
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  JPM

  



 






[**] – 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.


 


53

















 


EXHIBIT C TO APPENDIX G


 


[**]


 


 


	
   

  	
  Hawaiian 

  	
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[**] – 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.


 


54

















 


APPENDIX H


IN-SCOPE STATIONS


 


H.1
         IN-SCOPE STATIONS.  In-Scope
Stations include:


 


	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


H.1.1      Commencement of Operations.  [**].


 


H.1.2      [**].


 


H.2
         [**].


H.3          [**].


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


55

















 


APPENDIX I


FORM OF AIRCRAFT UTILIZATION REPORT


 


[**]


 


	
   

  	
  Hawaiian 

  	
  LH

  
	
   

  	
   

  	
   

  
	
   

  	
  Delta

  	
  JPM

  



 






[**] – 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.


 


56