Exhibit
10.2


 


Amendment N°2


 


to the Airbus
A330/A350XWB Purchase Agreement


 


Dated as of January 31, 2008


 


Between


 


AIRBUS S.A.S.


 


And


 


HAWAIIAN AIRLINES, INC.


 


This Amendment
N°2 (hereinafter referred to as the “Amendment”),
entered into as of November 27, 2009, between Airbus S.A.S., organized and
existing under the laws of the Republic of France, having its registered office
located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter
referred to as the “Seller”),
and  Hawaiian Airlines, Inc. a
corporation, organized and existing under the laws of the State of Delaware,
United States of America, having its principal corporate offices located at
3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter
referred to as the “Buyer”).


 


WITNESSETH


 


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


 


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


 


WHEREAS,
the Buyer and the Seller wish to amend some terms of the Agreement;


 


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:


 

















 


1.                                      DELIVERY SCHEDULE


 


1.1                                 The A330-200 Aircraft with an A330-200 Scheduled Delivery Quarter of 3rd Quarter 2012 is rescheduled to 1st Quarter 2012.


 


1.2                                 The first delivery table set forth in Clause 9.1.1
of the Agreement is deleted in its entirety and replaced with the delivery
schedule table below between QUOTE and UNQUOTE:


 


QUOTE


 


Aircraft N°1                                1st Quarter 2012


Aircraft N°2                                2nd Quarter 2012


Aircraft N°3                                1st Quarter 2013


Aircraft N°4                                2nd Quarter 2013


Aircraft N°5                                2nd Quarter 2013


Aircraft N°6                                1st Quarter 2014


 


UNQUOTE


 


1.3                                 The A330-200 Aircraft identified in Clause 9.1.1
of the Agreement (as amended by this Amendment) with a 1st Quarter 2012 A330-200 Scheduled Delivery
Quarter will have a Scheduled Delivery Month of March 2012.


 


2.                                      EFFECT OF THE AMENDMENT


 


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


 


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


 


3.                                      CONFIDENTIALITY


 


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


 


4.                                      COUNTERPARTS


 


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


 

















 


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


 


Very truly yours,


 


AIRBUS S.A.S.


 


 


	
  By:

  	
  /s/ Christophe Mourey

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Christophe Mourey

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President Contracts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  Hawaiian
  Airlines, Inc.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Peter Ingram

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Peter Ingram

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Executive Vice President,

  	
   

  
	
   

  	
  Chief Financial Officer & Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Charles R. Nardello

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Charles R. Nardello

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Sr. Vice
  President - Operations