BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

HAW AllAN AIRLINES, INC. 

ALL NIPPON AIRWAYS CO., LTD., 

AIR JAPAN CO., LTD. and 

AIR NIPPON CO., LTD. 

for statements of authorization under 

14 C.F.R. Part 212 

(U.S.- Japan Codesharing) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

Docket OST-2011- o 1<::\ 1 

JOINT APPLICATION OF 

HAWAIIAN AIRLINES, INC., ALL NIPPON AIRWAYS CO., LTD., 

AIR JAPAN CO., LTD., AND AIR NIPPON CO., LTD. 

FOR STATEMENTS OF AUTHORIZATION 

Communications with respect to this document should be sent to: 

Jonathan B. Hill 

J. Parker Erkmann 

Dow Lohnes PLLC 

1200 New Hampshire Ave., N.W. 

Suite 800 

Washington, DC 20036 

(202)776-2725 

jhill@dowlohnes.com 

perkmann@dowlohnes.com 

Counsel for Hawaiian Airlines, Inc. 

October 12, 2011 

Charles J. Simpson, Jr. 

David M. Endersbee 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW 

Suite 700 

Washington, DC 20006 

(202) 973-7926 

cjsimpson@zsrlaw .com 

dmendersbee@zsrlaw.com 

Counsel for All Nippon Airways Co., Ltd., 

Air Japan Co., Ltd. and Air Nippon Co., Ltd. 

NOTICE: Answers to this Application are due October 27, 2011. However, the Joint 

Applicants request expedited processing of this application. The Joint Applicants 

will poll the U.S. carrier representatives served with this application and notify 

the Department promptly of the results of the poll. 
BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D.C. 

Joint Application of 

HAW AllAN AIRLINES, INC. 

ALL NIPPON AIRWAYS CO., LTD., 

AIR JAPAN CO., LTD. and 

AIR NIPPON CO., LTD. 

for statements of authorization under 

14 C.F.R. Part 212 

(U.S.- Japan Codesharing) 

Dated: October 12, 2011 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

Docket OST-2011-

JOINT APPLICATION OF 

HAW AllAN AIRLINES, INC., ALL NIPPON AIRWAYS CO., LTD., 

AIR JAPAN CO., LTD., AND AIR NIPPON CO., LTD. 

FOR STATEMENTS OF AUTHORIZATION 

Hawaiian Airlines, Inc. ("Hawaiian"), All Nippon Airways Co, Ltd. ("ANA") and its 

subsidiaries Air Japan Co., Ltd. ("Air Japan") and Air Nippon Co., Ltd. ("Air Nippon") 

(collectively, the "Applicants") jointly apply for blanket statements of authorization under 14 

C.F.R. Part 212 in order to engage in the U.S.-Japan codeshare operations described herein. 

The Applicants respectfully request expedited treatment of this Application and a waiver ofthe 

Department's 45-day advance filing requirement. 

In support of this Application, the Applicants state as follows: 

1. Hawaiian and ANA have agreed to engage in reciprocal codeshare operations, as 

more fully set forth herein and in the Codeshare Agreement attached hereto as Exhibit 1. 

Pursuant to the Agreement, Hawaiian initially will display ANA's NH* designator code on 

1 
Joint Application of Hawaiian, ANA, 

Air Japan and Air Nippon 

certain Hawaiian flights between points in Hawaii, and ANA initially will display Hawaiian's 

HA * designator code on certain ANA flights between points in Japan and flights between Tokyo 

and Honolulu, all for the purpose of transporting U.S.-Japan passenger traffic. In addition, Air 

Japan and Air Nippon, which are wholly-owned subsidiaries of ANA, will operate certain flights 

displaying the HA * code on a wet lease basis for ANA. The Applicants plan to commence these 

codeshare services on October 30, 2011. 

2. Accordingly, Hawaiian requests a blanket statement of authorization to display 

ANA's "NH*" designator code on flights operated by Hawaiian between any points within the 

United States, in conjunction with services between Japan and the United States. The routes that 

are initially covered by the codeshare arrangement are identified in Appendix A. 

3. ANA requests a blanket statement of authorization to display Hawaiian's "HA *" 

designator code on ANA flights (1) between any points in Japan, in conjunction with services 

between Japan and the United States, and (2) between points in Japan and points in the United 

States, either non-stop or via third country intermediate points. The routes that are initially 

covered by the codeshare arrangement are identified in Appendix B. 1 

4. Air Japan and Air Nippon request blanket statements of authorization to display 

Hawaiian's designator code on any flights operated by them on a wet lease basis for ANA 

pursuant to ANA's codeshare agreement with Hawaiian. The routes to be operated on a wet 

1 The Department has granted similar statements of authorization for numerous trans-Pacific codeshare 

arrangements, including, e.g., the arrangement between Hawaiian and Korean Air. See Department 

Action on Application, Docket OST-2007-27392 (July 28, 2009). 

2 
Joint Application of Hawaiian, ANA, 

Air Japan and Air Nippon 

lease basis by Air Japan and Air Nippon are identified in Appendix B. 

5. The Applicants currently hold all underlying authority necessary to operate these 

flights. Hawaiian holds various certificates of public convenience and necessity and exemptions 

authorizing it to transport persons, property, and mail in the U.S. and internationally, including 

blanket open skies certificate authority. See Order 2007-7-3 (Jul. 10, 2007). ANA holds a 

foreign air carrier permit authorizing it, inter alia, to operate scheduled combination services 

"between any point or points behind Japan, via any point or points in Japan, and any intermediate 

point or points, and any point or points in the United States, and any point or points beyond" and 

also to operate charters. (Order 2007-4-29). Air Japan holds exemption authority authorizing it, 

inter alia, to engage in scheduled foreign air transportation of persons, property and mail between 

any point or points in Japan and any point or points in the United States and also to operate 

charters. Notice of Action Taken, Docket OST-2000-8299 (June 16, 2008). 2 Air Nippon holds 

exemption authority authorizing it, inter alia, to engage in scheduled foreign air transportation of 

persons, property and mail between any point or points in Japan and any point or points in the 

United States and also to operate charters. Notice of Action Taken, Docket OST -2002-13144 

(September 30, 2010).3 

6. ANA and Air Nippon hold the requisite authorizations from the Government of 

Japan to engage in the operations contemplated by this Application. 

7. The reciprocal codeshare operations contemplated by this Application are in the 

public interest and are fully consistent with the Civil Air Transport Agreement between Japan 

2 This authority remains in effect pursuant to Part 377 of the Department's regulations and a timely 

renewal application filed on June 9, 2009. 

3 This authority remains in effect pursuant to Part 377 of the Department's regulations and a timely 

renewal application filed on September 15, 2011. 

3 
Joint Application of Hawaiian, ANA, 

Air Japan and Air Nippon 

and the United States of America and the 2010 U.S.-Japan Memorandum ofUnderstanding ("the 

2010 MOU"). Part VII ofthe 2010 MOU expressly allows codeshare operations such as the 

Applicants plan to implement. These operations will not only expand ANA and Hawaiian's 

existing commercial relationship, but will expand travel opportunities between the U.S. and 

Japan. Secretary LaHood noted the advantages ofthe 2010 MOU when he stated that "American 

and Japanese consumers, airlines and economies will enjoy the benefits of competitive pricing 

and more convenient service."4 Grant of this application affirms Secretary LaHood's statement 

and will benefit consumers. 

8. The Department previously has authorized codesharing (cargo only) between 

ANA and Hawaiian. Department Action on Application, Docket OST-2010-0282 (November 

16, 2010). 

9. The Applicants accept the conditions normally applicable to blanket codeshare 

authority such as requested herein and will conduct their codesharing operations in compliance 

with Part 257 of the Department's economic regulations and all other applicable Department 

regulations and policies, 

10. The Applicants request that the statements of authorization be issued for an 

indefinite period, so long as the Hawaiian-ANA Codeshare Agreement continues in effect. 

11. Hawaiian states that this application will have no effect on its Civil Reserve Air 

Fleet commitments. 

4 "U.S. Transportation Secretary LaHood Announces U.S.-Japan Agreement on Open Skies," December 

11, 2009, available at http://www.dot.gov/affairs/2009/dot19609.htm. 

4 
Joint Application of Hawaiian, ANA, 

Air Japan and Air Nippon 

12. Hawaiian has conducted a safety audit of ANA, Air Japan and Air Nippon in 

accordance with the FAA's Codeshare Safety Program. The results ofthe audit were submitted 

to the FAA for review on July I, 2011 for ANA and October 6, 2011 for Air Japan and Air 

Nippon. 

13. The Applicants have only recently finalized the terms of their codeshare 

arrangement and intend to commence the proposed codes hare operations on October 30, 2011. 

Accordingly, the Applicants respectfully request expedited processing of this application and a 

waiver ofthe 45-day advance filing requirement under 14 CFR 212.10(d)(2) in order to facilitate 

the marketing and advance sale of these new code share services. The Applicants will poll the 

carriers served with this Application and advise the Department of the results. 

5 
Joint Application of Hawaiian, ANA, 

Air Japan and Air Nippon 

WHEREFORE, Hawaiian, ANA, Air Japan and Air Nippon respectfully request the 

Department to grant them the waiver and blanket statements of authorization requested herein 

and such other relief as the Department deems appropriate and in the public interest. 

J. Parker Erkmann 

Dow Lohnes PLLC 

1200 New Hampshire Ave., N.W. 

Suite 800 

Washington, DC 20036 

(202)776-2725 

jhill@dowlohnes.com. 

perkmann@dowlohnes.com 

Counsel for Hawaiian Airlines, Inc. 

October 12, 2011 

Respectfully submitted, 

6 

Charles J. Sim son, r. 

David M. Endersbee 

Zuckert, Scoutt & Rasenberger, L.L.P. 

888 Seventeenth Street, NW 

Suite 700 

Washington, DC 20006 

(202) 973-7926 

cj simpson@zsrlaw .com 

dmendersbee@zsrlaw .com 

Counsel for All Nippon Airways Co., Ltd., 

Air Japan Co., Ltd. and Air Nippon Co., Ltd. 
Exhibit 1 

Redacted Codeshare Agreement 
CONFIDENTIAL 

CODESHAREAGREEMENT 

between 

Hawaiian Airlines Inc. and All Nippon Airways Co., Ltd. 

1 
CONFIDENTIAL 

1. SCOPE OF THE COOPERATION ................................................................................. 4 

2. COOPERATION PROGRAMS ...................................................................................... 4 

2.1 Schedule Co-ordination ............................................................................................. 4 

2.2 Codesharing .............................................................................................................. 4 

2.3 Inventory Control and Procedures ............................................................................. 5 

2.4 Passenger Through Check-in .................................................................................... 6 

2.5 Seamless Transfer .................................................................................................... 6 

2.6 Airport Passenger Services ....................................................................................... 6 

2.7 In-flight Services ........................................................................................................ 6 

2.8 Prorates ..................................................................................................................... 6 

2.9 Marketing and Sales .................................................................................................. ? 

2.10 Handling of Marketing Carrier Tickets and Settlement .............................................. ? 

2.11 Station and Terminal F acUities ................................................................................ 7 

2.12 Public Announcement. ............................................................................................... 8 

2.13 Free and Reduced Rate Transportation .................................................................... 8 

2.14 Frequent Flyer Program ............................................................................................ 8 

2.15 Cargo and Mail .......................................................................................................... 8 

3. TERM ............................................................................................................................ 8 

3.1 Termination for Cause ............................................................................................... 8 

3.2 Effect of Termination ................................................................................................. 9 

3.3 Assignment ................................................................................................................ 9 

3.4 Suspension of Service ............................................................................................... 9 

4. GOVERNING LAW AND DISPUTE RESOLUTION ..................................................... 10 

4.1 Governing Law ........................................................................................................ 10 

4.2 Dispute Resolution .................................................................................................. 10 

4.3 Arbitration ................................................................................................................ 11 

5. GOVERNMENTAL APPROVALS ................................................................................ 11 

5.1 Cooperation ............................................................................................................. 11 

5.2 Adjustment of Agreement ........................................................................................ 11 

6. DATE PROTECTION ................................................................................................... 11 

7. CONFIDENTIALITY ..................................................................................................... 13 

7.1 Limitation on Disclosure and Use of Information ..................................................... 13 

7.2 Production to Government Authority ........................................................................ 13 

7.3 Response to Legal Process ..................................................................................... 13 

7.4 Action Upon Termination ......................................................................................... 14 

7.5 Exchanged Data ...................................................................................................... 14 

8. FORCE MAJEURE ...................................................................................................... 14 

9. WAIVER, SEVERABILITY ........................................................................................... 14 

9.1 Wa'rver ..................................................................................................................... 14 

9.2 Severability .............................................................................................................. 14 

10. INDEMNIFICATION ..................................................................................................... 14 

11. INSURANCE .............................................................................................................. 16 

12. TAXES ........................................................................................................................ 17 

13. NON-EXCLUSIVITY .................................................................................................... 17 

14. EXCLUSION OF CONSEQUENTIAL DAMAGES ........................................................ 17 

15. NOTICE ....................................................................................................................... 18 

16. NO THIRD-PARTY BENEFICIARIES, NO ASSIGNMENT .......................................... 18 

2 
CONFIDENTIAL 

16.1 No Third-Party Beneficiaries .................................................................................... 19 

16.2 No Assignment ........................................................................................................ 19 

17. OPERATIONAL SAFETY & INSPECTION .................................................................. 19 

18. Trademarks ................................................................................................................. 19 

19. ENTIRE AGREEMENT AND VARIATION ................................................................... 21 

19.1 Entire Agreement. .................................................................................................... 21 

19.2 No Representation ................................................................................................... 22 

19.3 Variation .................................................................................................................. 22 

20. COUNTERPARTS ....................................................................................................... 22 

THIS AGREEMENT is made and entered into as of .... ~)..Q16.B.t:R .. ~ // 

between: 

1. Hawaiian Airlines Inc., (hereinafter "HA") and 

2. All Nippon Ailways Co., Ltd. (hereinafter "NH"), 

collectively referred to as the "Parties» and individually as a "Party". 

WHEREAS; 

(A) HA and NH each provide air transportation services and seek to attain the highest 

standards of quality, service and value for the benefit of their respective 

passengers; and 

(B) HA and NH wish to increase each Party's opportunities to offer competitive and 

cost effective air transportation services between United States of America and 

Japan, and behind and beyond the two countries. 

(C) HA and NH wish to offer customers a wider choice of travel and services by 

optimizing the use of aircraft capacity, coordinated schedules, improved interline 

services and the introduction of codesharing. 

(D) HA and NH wish to conclude a comprehensive agreement in which the intended 

cooperation fields and objectives for goals to be achieved by the Parties shall be 

clarified in order to expedite development of cooperation programs. 

IT IS AGREED AS FOLLOWS: 

3 
CONFIDENTIAL 

1. SCOPE OF THE COOPERATION 

Subject to any and all applicable government laws, rules and regulations, the 

cooperation shall include schedule co-ordination, passenger services, passenger 

through check-in, seamless transfer, codesharing, co-ordination of CRS, station 

and terminal facilities, cargo, mail etc. The cooperation shall be created on the 

basis of and subject to the terms and conditions set out in this Agreement. 

2. COOPERATION PROGRAMS 

2.1 Schedule Co-ordination 

The Parties shall each use all reasonable efforts to co-ordinate the schedules of 

their respective airline networks in order to provide more efficient utilization of the 

existing services between United States of America and Japan, and beyond in 

order to minimize passenger waiting time for connections between the networks 

and to provide an improved choice of scheduled services to maximize passenger 

connection opportunities and convenience at gateway cities. 

2.2 Codesharing 

a) Subject to all necessary governmental approvals and development of 

necessary CRS and other system requirements, the Parties shall mutually 

designate certain flights serving the city-pairs identified in Annex 2 (the 

"Codeshared Flights") on which the Parties shall place their respective two 

letter designator code ("HA" for Hawaiian and "NH" for ANA, each a "Code") 

on and after the implementation date shown on Annex 2. Each Party shall 

make flights operated by it available for the other Party as the Parties may 

jointly select from time to time, routes that include points in the territories of 

the Parties. 

b) The respective Operating Carrier hereby authorizes the respective Marketing 

Carrier to market to the public designated scheduled passenger services on 

the respective Operating Carrier's flights as fully described in Annex 1 . The 

Parties shall use all reasonable efforts to resolve jointly regulatory and other 

requirements to implementation. 

c) Detailed procedures for implementing the transactions contemplated by this 

Agreement will be set forth in the procedures manual, which will be prepared 

by the Parties in conjunction with this Agreement. Any amendments or 

supplements thereto agreed in writing between the Parties from time to time, 

is incorporated by reference into and made a part of this Agreement; provided, 

however, that in the event of a conflict between a provision of this Agreement 

and any provision of the annexes, amendments or supplements, as amended 

and supplemented, the terms of this Agreement shall prevail. 

4 
CONFIDENTIAL 

d) In the event of an accident I incident involving a Codeshared Flight, the 

required emergency procedures of the Operating Carrier will apply. Parties 

shall agree to implement the emergency procedures in Annex X. 

e) In the event of any flight cancellation or other schedule irregularity, 

involuntary rerouting or denied boarding by the Operating Carrier with respect 

to a Codeshared Flight of which the Operating Carrier fails or is unable to 

give the Marketing Carrier prompt notice prior to the originally scheduled 

departure time of the Codeshared Flight in question, the Operating Carrier 

shall (except to the extent such irregularity, involuntary rerouting or denied 

boarding is caused by the Marketing Carrier): 

(i) ensure that all passengers shall be equally handled to avoid any 

discrimination against a Codeshared Passenger; 

(ii) at its own cost and expense, accommodate and/or pay denied 

boarding compensation or otherwise compensate Codeshared 

Passengers, in accordance with and subject to the provisions agreed 

in conjunction with the Agreement; and 

(iii) reimburse the Marketing Carrier, in accordance with the provisions 

agreed in conjunction with the Agreement, for all costs incurred by 

the Marketing Carrier in connection with the compensation and/or 

accommodation of Codeshared Passengers as a result of a schedule 

irregularity, involuntary rerouting or denied boarding as contemplated 

by this paragraph. 

f) The Operating Carrier shall employ prudent safety and loss-prevention 

policies on the Codeshared Flights. The Operating Carrier has final authority 

and responsibility concerning the operation and safety of the aircraft and its 

passengers. 

2.3 Inventory Control and Procedures 

a) The Marketing Carrier shall have access to the Operating Carrier's inventory 

through an automated computerized interface which the Parties shall 

maintain throughout the term of this Agreement to expedite the sale of 

inventory on the Codeshared Flights. The Marketing Carrier may sell seats on 

the Marketing Flights against the normal interline availability of the Operating 

Carrier. Detailed procedures for implementing and maintaining seat inventory 

access are set forth in conjunction with this Agreement. Such interface will be 

developed by each party at its own cost. 

b) The Operating Carrier and the Marketing Carrier shall each assign individuals 

to serve as inventory control coordinators, who shall, to the extent permitted 

by applicable governmental laws, rules and regulations, exchange information 

routinely and meet as necessary. 

5 
CONFIDENTIAL 

2.4 Passenger Through Check-in 

The Parties shall as soon as technically feasible provide passengers the 

convenience of through check-in at such Party's airport counters for flights of 

either Party and the convenience of receiving seat assignments, boarding passes, 

documentation checks, and baggage tags for connecting flights to a reasonable 

extent permitted by industry practice, governmental laws and regulations. 

Detailed procedures shall be set forth in a separate agreement 

2.5 Seamless Transfer 

The Parties shall expedite to the greatest extent feasible the transfer of all 

passengers and baggage making connections between the Parties' respective 

networks, and shall cooperate in communicating efficiently to passengers, e.g. 

through ticket wallet inserts or attachments, terminal and gate signage, and flight 

information displays, to achieve the shortest possible connecting time between 

flights. 

2.6 Airport Passenger Services 

The Parties agree that airport passenger services for first class, business class or 

their respective equivalent class passengers, which in this case refer to priority 

check-in and IT technology check-in services, priority baggage services, lounge 

services, and priority boarding services, of the Codeshared Flight are subject to 

the standard and procedures of the Operating Carrier as far as the service would 

be provided without advance reservation and, regardless of the passenger's 

carrier code, all passengers of Codeshared Flight shall have equal access to 

such services. 

2.7 In-flight Services 

The Parties agree that in-flight services of the Codeshared Flight are subject to 

the standard and procedures of the Operating Carrier. However, all in-flight 

announcements including the fact of Codeshared Flights shall be executed in its 

respective national languages (e.g. Japanese for NH operating flights) and 

English. 

2.8 Prorates 

Fares for air transportation shall be calculated and apportioned between the 

Parties as set forth in the Special Prorate Agreement ("SPA") which will be 

exchanged and signed separately from this Agreement between the Parties, 

subject to applicable laws and regulations of both countries. 

Fares not specified by SPA shall be prorated in accordance with the lATA 

Multilateral Prorate Agreement. 

6 
CONFIDENTIAL 

2.9 Marketing and Sales 

a) Harmonization of Marketing 

(i) HA and NH shall hannonize their marketing activities as may be 

mutually agreed in their respective markets. 

(ii) Neither Party shall use any trademark, tradename, logo, or service mark 

of the other Party without the prior written consent of the Party. 

(iii) The Marketing Carrier shall disclose, through industry-approved 

schedule mechanisms and through appropriate advertising and point-of 

sale disclosures, to customers and travel agents and others selling the 

Codeshared Flights that each Codeshared Flight is actually a flight 

operated by the Operating Carrier. 

(iv) The Marketing Carrier shall identify the Codeshared Flights, to the 

extent pennitted by governmental rules and regulations using the 

Marketing Carrier's Code. Each Party shall include the Codeshared 

Flights in its internal reservations systems. 

b) Joint Advertising and Sales Program 

The Parties agree to develop a joint marketing plan for the Codeshared 

Flights. HA and NH shall jointly develop plans for mutually agreeable joint 

advertising and sales programs. 

c) Preferential Selling 

Where commercially feasible within the context of reasonable schedule edit 

rules or similar procedures and where doing so does not inconvenience the 

customer, the Parties will implement policies and procedures for preferential 

selling at their respective reservations and sales offices. 

2.1 0 Handling of Marketing Carrier Tickets and Settlement 

a) Unless otherwise agreed, all Marketing Carrier Tickets honored on the 

Codeshared Flights will be lifted by the Operating Carrier and handled in 

accordance with the lATA Revenue and Accounting Manual. 

b) Tickets shall be settled through the lATA Clearing House. 

c) Tickets issued by third party carrier for the Codeshared Flights wm also 

be lifted by the Operating Carrier and billed to the issuing carrier .. 

2.11 Station and Terminal Facilities 

a) Signs at Facilities 

7 
CONFIDENTIAL 

Wherever possible and mutuaHy agreed upon by the Parties, facilities shall 

display functional and accurate signage for identifying the services provided. 

b) Terminal Facilities 

Each Party shall use its best efforts to arrange for terminal facilities at 

gateway airports in order to facilitate passenger handling and connections 

between the two Parties' flights with the objective of achieving convenience 

equal to online connections. 

2.12 Public Announcement 

The initial public announcement of the cooperation as set forth hereunder shall 

be made jointly by HA and NH in a mutually agreed format. Such announcement 

shall be prepared jointly and shall be made as soon as practicable. 

2.13 Free and Reduced Rate Transportation 

Unless otherwise provided by relevant agreements between the Parties, the 

Marketing Carrier shall not be entitled to ticket travel industry non-revenue or 

discounted (i.e. AD, ID, etc.) travel on the Codeshared Flights. 

2.14 Frequent Flyer Program 

The Parties shalt conclude a reciprocal FFP participation agreement. 

Details shall be set forth in a separate agreement. 

2.15 Cargo and Mail 

Marketing and sales of cargo and mail shall be set forth in a separate agreement 

3. TERM 

REDACTED 

3.1 

This Agreement will become effective on .30 C?cbber (){) // and will 

continue thereafter for and will be automatically renewed for a 

successive period; However, this Agreement may be terminated by 

either Party at that Party's selection, without cause, upon 

days' prior written notice. 

Termination for Cause 

Upon the occurrence of any of the following events, the Party may terminate this 

Agreement at any time with immediate effect by seJVing written notice to the 

other Party: 
CONFIDENTIAL 

a) if the other Party becomes insolvent, makes a general assignment for the 

benefrt of creditors or commits an act of bankruptcy, or if a petition for 

bankruptcy or for its reorganization or the readjustment of its indebtedness 

is filed by or against it, or if a receiver, trustee or liquidator of all or a 

substantial part of its property is appointed or applied for, provided such 

petition or application is not discharged, vacated or stayed within thirty 

(30) days thereafter; 

b) if there is a change in the control of the other Party either as far as 

directors or shareholders are concerned; or 

c) if the other Party fails to perform any other provision of this Agreement, 

which failure remains uncorrected for more than thirty (30) days after 

receipt of a written notice specifying the default; or 

d) if the other Party fails to make any payment when due under this 

Agreement and such failure continues for more than fourteen (14) 

calendar days after receipt of a written notice specifying the default. 

3.2 Effect of Termination 

a) Exercise by either Party of its right to terminate under any provision of this 

Agreement will not affect or impair its right to enforce its other rights or 

remedies under this Agreement. 

b) All obligations of each Party including but not limited to Articles 7 and 10 that 

have accrued before termination or that are of a continuing nature will survive 

termination. 

3.3 Assignment 

In the event that there is, by operation of law or otherwise, an assignment of 

this Agreement or of any of the rights, duties or obligations created by this 

Agreement with respect to one of the Parties, without the prior consent of the 

other Party, such other Party may terminate this Agreement upon one hundred 

and eighty (180) days prior notice to the Party with respect to which the 

assignment has occurred. 

3.4 Suspension of Service 

Throughout the term of this Agreement, either Party has the right to suspend 

performance of this Agreement immediately by giving written notice to the other Party 

in the event that it has reason to suspect or believe or in the event that: 

(i) the other Party has suffered a significant emergency or serious incident or 

accident or received a serious threat that relates to any of that Party's flights 

or to a Codeshared Flight or Codeshared Route; or 

9 
CONFIDENTIAl 

(ii) the other Party has received from any relevant competent authority notice that 

it has failed to comply with applicable and material safety or security 

requirements; or 

(iii) Competent authority in United States of America or Japan has ordered in 

writing or orally that the Marketing Carrier's Code be removed from 

Codeshared Flights or Codeshared Routes operated by the Operating Carrier 

for any reason whatsoever; provided, however, that if such order only affects 

one or a limited number of Codeshared Flights or Codeshared Routes, the 

entire Agreement may only be suspended or terminated by either Party after 

consultations in good faith with the other Party, such consultations not to 

exceed a period of fifteen (15) days from the date either Party gives notice to 

the other Party; or 

(iv) Competent authority in United States of America or Japan does not 

provide safety oversight of its air carrier operators in accordance with the 

minimum safety oversight standards established by the International Civil 

Aviation Organization ("ICAO"), which results in Japan or United States of 

America receiving a rating of Category 2 from the Federal Aviation 

Administration ("FAA"); or 

(v) the other Party's IOSA registration expires or the other Party fails to renew 

IOSA; or 

(vi) the other Party is listed as airlines banned within the EU; or 

(vii) the other Party at any time discontinues or suspends fifty percent (50%) or 

more of the Codeshared Flights operated by it other than due to Force 

Majeure. 

The Parties shall use all reasonable efforts to jointly reaccommodate affected 

customers to the final destination. 

4. GOVERNING LAW AND DISPUTE RESOLUTION 

4.1 Governing Law 

This Agreement shall be governed by and construed in accordance with the 

Laws of the State of New York without reference to the choice of law provisions 

thereof. 

4.2 Dispute Resolution 

The Parties shall attempt to resolve any disputes that arise concerning the 

interpretation of this Agreement or the performance of either Party. HA and 

10 
CONFIDENTIAL 

NH's executives shall meet wijhin thirty (30) days upon receipt of notice by 

either Party that a dispute exists. If the Parties' executives cannot resolve any 

such dispute within seven (7) days following the first day of such meeting, the 

dispute shall be referred to one or more members of the executive management 

of each Party who shall meet personally or by telephone within thirty (30) days. 

If no resolution is reached within three (3) working days following the first day of 

such meeting, either Party may refer the matter to arbitration as specified in 

paragraph 4.3 of this Article 4. 

4.3 Arbitration 

After completing the procedure as set forth in paragraph 4.2 of this Article 4, 

either Party may refer any dispute arising under or relating to this Agreement to 

arbitration. All such disputes shall be finally settled by arbitration. The arbitration 

shall be conducted in London, England or such other place as may be agreed 

and be held in the English language in accordance with lATA Resolution 780, 

Interline Traffic Agreement - Passengers, Article 9 -Arbitration. 

5. GOVERNMENTAL APPROVALS 

5.1 Cooperation 

The Parties shall cooperate fully and shall individually and collectively obtain all 

necessary governmental approvals required for the implementation of any and all 

of the provisions of this Agreement. 

5.2 Adjustment of Agreement 

In the event that any necessary governmental approval is not granted, or is 

subsequently revoked or materially and adversely altered, the Parties shall 

coordinate in an effort to adjust the terms of this Agreement in an equitable 

manner and continue the cooperation in accordance with the original intention of 

the Parties. 

6. DATA PROTECTION 

(a) For the purposes of this clause 6 

(i). "Personal Datan means any data, which consists of information relating to 

an identified or identifaable natural person (a "Data Subjecr) including 

sensitive personal data relating to a person's race, ethnic origin, political 

opinion, health, sex or criminal background; an identifiable person is one 

who can be identified, directly or indirectly, in particular by reference to 

one or more factors specific to his identity; 

11 
CONFIDENTIAL 

(ii) "Processing" shall mean obtaining, recording or holding Personal Data or 

carrying out any operation or set of operations on Personal Data (whether 

or not by automated means) including organization, adaptation, alteration, 

retrieval, consultation, use, disclosure by transmission, dissemination or 

otherwise making available, alignment, combination, blocking, erasure or 

destruction, and "Process" and "Processed" shall be construed 

accordingly. 

(b) Each Party shall and shall procure that its agents, subcontractors and employees 

shall comply with the data protection and privacy laws app6cable to it in the 

territory of all Competent Authorities in connection with the Processing of 

Personal Data concerning Codeshared Passengers. In particular, each Party 

shall: 

{i). Process the Personal Data only for the purposes of performing and only in 

accordance with the tenns contained in this Agreement or otherwise 

agreed in writing with the disclosing Party from time to time; 

(ii). not otherwise modify, amend or alter the contents of the Personal Data or 

disclose or pennit the disclosure of any of the Personal Data to any third 

party unless specifiCally authorized in writing by the dislcosing Party, 

Codeshared Passenger or required by Applicable law or court order; 

(iii). at all times ensure that appropriate technical and organizational measures 

are taken against unauthorised or unlawful Processing of Personal Data 

and against accidental loss or destruction of, or damage to, Personal 

Data; 

(iv). Process the Personal Data in accordance with the rights of Codeshared 

Passengers and not do or pennit anything to be done which might cause 

the disclosing Party in any way to be in breach of the data protection and 

privacy laws applicable by all Competent Authorities; 

(v). comply with, and co-operate as requested by the disclosing Party to 

enable the disclosing Party to comply with, any exercise of rights by a 

Codeshared Passenger under the relevant data protection and privacy 

laws applicable by all Competent Authorities in respect of Personal Data 

Processed by the disclosing Party under this Agreement; 

(vi) comply with any assessment, enquiry, notice or investigation by the 

relevant regulatory body in any Competent Authority which shall include 

the provision of all Personal Data requested by the disclosing Party within 

a reasonable timescale specified by the disclosing Party in each case; 

(vii). appoint and identify to the dislcosing Party a named individual within the 

receiving Party's organisation to act as a point of contact for any enquiries 

12 
CONFIDENTIAL 

from the disclosing Party or the relevant regulatory body relating to 

Personal Data; and 

(viii). cease Processing the Personal Data of the Codeshared Passengers 

immediately upon the termination or expiry of this Agreement and as soon 

as possible thereafter at the option of the disclosing Party return or 

destroy the Personal Data and all copies of it including all information 

derived from it in any form and on any media. 

(c) Each Party shall defend, hold harmless and indemnify the other Party against all 

loss, liability, damages, costs (including reasonable legal costs), fees, claims and 

expenses which the other Party may incur or suffer by reason of any breach of 

this clause 6 by the defauHing Party or any breach of data protection and privacy 

laws applicable in the territory of any relevant Competent Authority by the other 

Party which is directly caused by the defauHing Party, its agents, subcontractors 

or employees. 

7. CONFIDENTIALITY 

7.1 Limitation on Disclosure and Use of Information 

Except in any proceeding to enforce any of the provisions of this Agreement, 

neither Party will, without the prior consent of the other, use, publicize or disclose 

to any third party, except each Party's legal adviser as privileged attorney I client 

information, neither directly or indirectly, any of the following (hereinafter 

"Confidential Information"): (a) this Agreement or any of the terms or conditions 

of this Agreement or (b) any Implementing Agreement or the terms or conditions 

of any Implementing Agreement or (c) any confidential or proprietary information 

or data, either oral or written received from and designated as such by the 

disclosing Party. 

7.2 Production to Government Authority 

If a government authority requests either Party to produce or disclose to the 

authority this Agreement or any of the terms or conditions of this Agreement, 

such Party, at its option and after notifying the other Party, may produce or 

disclose the requested document or information. 

7.3 Response to Legal Process 

If either Party is served with a legal process requtnng the production or 

disclosure of any Confidential Information, then that Party, before complying, will 

immediately notify the non-disclosing Party and the non-disclosing Party shall 

have a reasonable period of time to intervene and contest disclosure or 
CONFIDENTIAL 

production. Neither Party shall be in breach of this Agreement if compliance with 

this Article would violate any law or regulation. 

7.4 Action Upon Termination 

Upon termination of this Agreement, all Confidential Information, including any 

copies thereof made by the receiving Party, must be returned to the disclosing 

Party or destroyed if requested by the disclosing Party. 

7.5 Exchanged Data 

Neither Party shall use information or data provided by the other Party (whether 

or not designated confidential or proprietary) in connection with this Agreement 

except in fulfillment of its obligations hereunder. 

8. FORCE MAJEURE 

Neither Party shall be liable for delays or failure in performance urtder this 

Agreement caused by acts of God, war, strikes, labor disputes, work stoppage, 

fire, flood, acts of government or other regulatory authority, or any other event 

beyond the control of that Party. 

9. WAIVER, SEVERABILITY 

9.1 Waiver 

The waiver by either Party of any breach of the term, covenants or conditions 

of this Agreement will not constitute a waiver of any subsequent breach or 

preclude such Party from thereafter demanding performance thereof 

according to the terms of this Agreement 

9.2 Severability 

In the event that any one or more of the provisions of this Agreement shall be 

determined to be invalid, unenforceable, or illegal, such invalidity, 

unenforceability or illegality shall not affect any other provision of this Agreement. 

The invalid, unenforceable or illegal provision is to be replaced by an effective 

provision which comes as close as possible in economic effect to the original 

intention of the Parties. The same applies in case of omissions not intended by 

the Parties. 

10. INDEMNIFICATION 

10.1 The Operating Carrier hereby agrees to release and indemnify the Marketing 

Carrier, its offiCers, agents, contractors, subcontractors, representatives and 

employees, from and against all claims, suits, actions, liabilities, losses, damages, 

incidental costs and expenses whatsoever, including but not limited to, legal fees 

14 
CONFIDENTIAL 

and disbursements arising out of or in any manner connected with the operation 

of the aircraft on a service hereunder and the carriage of Marketing Carrier's 

passengers and their baggage, provided, however, that such indemnity shall not 

apply in respect of any loss or damage resulting from the gross negligence or 

willful misconduct of the Marketing Carrier, or from an act or omission on the part 

of the Marketing Carrier, its officers, agents, contractors, subcontractors 

representatives and employees done or omitted to be done with intent to cause 

damage or loss or recklessly and with knowledge that damage or loss would 

probably result. In the event that a ticket issued by the Marketing Carrier to a 

passenger on a Codeshared Flight shall fail to be issued in accordance with the 

provision of Article 2 or in such format or shall fail to contain such a wording as 

shall enable the Operating Carrier to have the benefit of any limitations of liability 

as provided by the Warsaw Convention, Montreal Convention or any other 

convention otherwise applicable to Operating Carrier, then Marketing Carrier 

shall defend, indemnify, and hold harmless the Operating Carrier, its offiCers, 

agents, contractors, subcontractors, representatives and employees from and 

against any and all damages, claims, judgments, and costs whatsoever incurred 

as a result of such failure. 

1 0.2 Each Party acknowledges that it is a signatory to the lATA lntercarrier Agreement 

on Passenger Liability and the related Agreement on Measures to Implement the 

lATA lntercarrier Agreement (NH having signed such agreements on October 24, 

1996, and HA on DATE). Pursuant to these agreements, each Party 

acknowledges that it has included in its Conditions of Carriage certain 

undertakings not to invoke certain defenses and limitations of liability set forth in 

the Warsaw Convention, as further detailed in such agreements. Accordingly, the 

Parties anticipate that in the event of the death of or injury to persons occurring 

under the circumstances described in paragraph1 0.1 of this Article 10, any 

liabilities to Codeshared Passengers under the Conditions of Carriage of the 

Marketing Carrier may be similar to or commensurate with liabilities that would 

have been incurred to such passengers if they were traveling under the 

Conditions of Carriage of the Operating Carrier. However, for the avoidance of 

doubt, the Operating Carrier acknowledges and agrees that its indemnification 

obligations shall extend to and include all damages arising out of death of or 

injury to Codeshared Passengers (under the circumstances described in 

paragraph 1 0.1 of this Article 10) traveling under the Conditions of Carriage of the 

Marketing Carrier even if such Conditions of Carriage differ from those of the 

Operating Carrier. 

10.3 Except as otherwise agreed in writing among the Operating Carrier, the 

Marketing Carrier and their respective insurers/reinsurers, the Parties agree that 

the Operating Carrier and its insurers/reinsurers shall handle, resolve, settle or 

defend any and all claims arising out of in connection with any Codeshared Flight. 

The Operating Carrier and the Marketing Carrier agree to consult and cooperate 

in the handling, resolution, settlement or defense of such claims, but the final 

claims handling authority rests with the Operating Carrier and its 

insurers/reinsurers. 

15 
CONFIDENTIAL 

10.4 

11. 

11.1 

REDACTED 

The Carrier that originates the customer's travel (provides all boarding passes 

and checks the customer luggage to his final destination) will ensure that the 

customer is properly documented for entry into the destination country and 

properly documented for any transit points enroute. Any fines, penalties, 

deportation and detention expenses resulting from violations of government entry 

or transit requirements, even for passengers that willfully engaged in illegal entry 

tactics, shall be the sole responsibility of the air carrier that originates the 

customer travel and such carrier will indemnify the other carrier pursuant to 

paragraph 10.1 of this Article 10. This paragraph 10.4 shall not apply fines and 

penalties resulting from violations of applicable passenger manifest requirements, 

which shall be covered by paragraph 10.1 of this Article 10. 

INSURANCE 

The Operating Carrier shall procure and maintain for the benefit of the Marketing 

Carrier during the term of this Agreement, comprehensive aviation liability 

insurance including passenger (revenue and non-revenue), baggage, cargo, mail 

and aircraft third Party legal liability (all policies shall be extended to include war 

risks, hijacking and allied perils), in an amount not less than a combined single 

limit of in US Dollars, or the equivalent in local 

currency per occurrence. Such insurance shall: 

a) name the Marketing Carrier, its offteers, agents, contractors, subcontractors, 

representatives and employees as additional insureds; 

b) contain a cross liability or severability of interest clause; 

c) contain a provision requiring Operating Carrier's insurers to provide to 

Marketing Carrier not less than thirty (30) days prior written notice of any 

cancellation or material change to such insurance except that in the case of 

war and allied perils such period of notice shall be seven (7) days or such 

lesser period as may be available in accordance with policy condition; and 

d) contain a breach of warranty endorsement in favor of additional insureds. 

e) be primary and without any right of contribution from any insurance effected 

by the Marketing Carrier. 

11.2 The Operating Carrier shall effect and maintain hull all risks and hull war risks 

insurance in respect of any aircraft used to operate services under this 

Agreement. The Operating Carrier's aircraft hull insurance policy shall contain a 

waiver of subrogation by the Operating Carrier's aircraft hull insurers against the 

Marketing Carrier, its parent and affiliate or associate companies or corporations 

and their respective officers, agents, contractors, subcontractors, representatives, 

and employees to the extent of the indemnity pursuant to Article 10 hereof. 

16 
CONFIDENTIAL 

11.3 Prior to the commencement of the operations to be conducted hereunder, each 

Party shall furnish to the other Party a certificate of insurance evidencing the 

foregoing insurance coverage required under this Article 11. 

11.4 Each Party undertakes to notify the other Party promptly in writing of all claims or 

notices received by it pursuant to this Agreement, and which are herein agreed 

to be the responsibility of the other Party. 

11.5 Where any liability fa lis to be borne by either Party pursuant to this Article 11, 

that Party shall defend at its own cost and expense all claims, actions, suits and 

proceedings brought against it or against the other Party for any loss, damage, 

injury, death or delay in respect of which that other Party is indemnified by the 

first-named Party pursuant to this Article 11. The indemnified Party shall 

cooperate with and assist the other Party as requested in the preparation for the 

defense of all such claims, actions, suits and proceedings. 

11.6 Each Party hereby further agrees to indemnify the other Party against all liability 

in this regard with respect to actions brought by its respective employees. 

12. TAXES 

12.1. The Marketing Carrier (if it is the Ticketing Carrier) shall collect, except as 

otherwise prohibited by law, all Ticket Taxes relating to tickets sold or travel 

documents issued by it with respect to air transport pursuant to this Agreement. 

Such Ticket Taxes shall be remitted to the authorities by the Operating Carrier, 

unless applicable law requires such taxes to be remitted by the Marketing Carrier. 

12.2 The Operating Carrier shall bill the Marketing Carrier (if it is the Ticketing Carrier) 

for any Ticket Taxes due or payable on or measured by passenger emplanement 

and payable or remittable by the Operating Carrier which has been collected at 

the time of ticket sale or travel document issued by the Marketing Carrier. 

13. NON-EXCLUSIVITY 

This Agreement is non-exclusive provided, however, that neither Party shall enter 

into any codesharing, blocked space or other equivalent agreement with respect 

to any market for which such agreement is in effect between the Parties without 

prior notice to and discussion with the other Party. However, the consent of the 

other Party shall not be required. 

14. EXCLUSION OF CONSEQUENTIAL DAMAGES 

11 
CONFIDENTIAL 

Neither Party will be liable for any indirect, special, incidental or consequential 

damages, including lost revenues, lost profits, or lost prospective economic 

advantage, whether or not foreseeable and whether or not based on contract, tort, 

warranty claims or otherwise in connection with this Agreement, and/or the 

products or seiVices provided thereunder, and each Party hereby releases and 

waives any claims against the other carrier regarding such damages. 

15. NOTICE 

Notices, demands, consents, approvals and any other communication required or 

permitted under this Agreement shall be in writing and given to the following 

addresses (or such other address as the relevant Party may notify to the other 

Party in writing for the purpose of this Agreement): 

For NH: 

All Nippon Airways Co., Ltd. 

Shiodome City Center 

1-5-2, Higashi Shimbashi, Minato-ku 

Tokyo 105-7133 

Japan 

Attention: 

Fax: 

Phone: REDACTED 

SIT A: 

E-mail: 

ForHA: 

Hawaiian Airlines 

3375 Koapaka Street, Suite G350 

Honolulu, HI 96819-1869 

United States of America 

Attention: 

Fax:· 

Phone: 

SIT A: 

E-mail: 

REDACTED 

Notices sent via electronic means (e.g. telex, facsimile) will be effective immediately if 

received prior 5:00 p.m. local time of the recipient. All other notices will be effective the 

first Business Day after receipt. 

16. NO THIRD-PARTY BENEFICIARIES, NO ASSIGNMENT 
CONFIDENTIAL 

Neither Party will be liable for any indirect, special, incidental or consequential 

damages, including lost revenues, lost profits, or lost prospective economic 

advantage, whether or not foreseeable and whether or not based on contract, tort, 

warranty claims or otherwise in connection with this Agreement, and/or the 

products or services provided thereunder, and each Party hereby releases and 

waives any claims against the other carrier regarding such damages. 

15. NOTICE 

Notices, demands, consents, approvals and any other communication required or 

permitted under this Agreement shall be in writing and given to the following 

addresses (or such other address as the relevant Party may notify to the other 

Party in writing for the purpose of this Agreement): 

For NH: 

All Nippon Airways Co., Ltd. 

S hiodome City Center 

1-5-2, Higashi Shimbashi, Minato-ku 

Tokyo 105-7133 

Japan 

Attention: 

Fax: 

Phone: 

SIT A: REDACTED 

E-mail: 

ForHA: 

Hawaiian Airlines 

3375 Koapaka Street, Suite G350 

Honolulu, Hl96819-1869 

United States of America 

Attention: 

Fax: 

Phone: 

SIT A: 

E-mail: 

Notices sent via electronic means (e.g. telex, facsimile) will be effective immediately if 

received prior 5:00 p.m. local time of the recipient. All other notices will be effective the 

first Business Day after receipt. 

16. NO THIRD-PARTY BENEFICIARIES, NO ASSIGNMENT 
CONFIDENTIAL 

16.1 No Third-Party Beneficiaries 

No person or entity other than HA and NH shall have any rights, claims, benefits 

or powers under this Agreement and this Agreement shall not be construed or 

interpreted to confer any right, claims, benefits or powers upon any third party. 

There are no third party beneficiaries of this Agreement. 

16.2 No Assignment 

No Party shall assign all or any part of the benefrt of, or its rights or benefits 

under, this Agreement. Any purported assignment of this Agreement shall have 

no effect as against the other Party. If any purported assignment without the 

approval of the other Party has been made, the other Party may terminate this 

Agreement at any time with immediate effect by serving written notice to the 

Party which made such assignment: 

17. OPERATIONAL SAFETY & INSPECTION 

The Parties recognise that operational safety is of paramount importance to the 

provision of codesharing under this Agreement. Each Party or its representative may, 

but not obliged to, inspect the other Party's aviation safety from time to time during 

the term by giving reasonable advance notice of any such inspection. An inspection 

shall not materially interfere with normal airline operation of the other Party. 

Department to be contacted regarding quality assurance will be as follows: 

ForNH: 

Corporate Safety & Audit, Group Safetv Audit 

All Nippon Airways 

3-3-2 Haneda Airport, Ota-ku, Tokyo, 144-8515 

Attention: 

Email: 

Ph: REDACTED 

Fax: 

ForHA: 

Safety, Security & Compliance 

Hawaiian Airlines 

PO Box30008 

Honolulu, HI 96820 

Attention: 

Email: 

Ph: 

Fax: 

REDACTED 

19 
CONFIDENTIAL 

18. TRADEMARKS 

(a) Each Party agrees that all trademarks and servicemarks ("Marks") of the other 

Party shall remain the exclusive property of that Party and neither Party will take 

any action that infringes, jeopardises, undermines or reduces the value of, or in 

any way dilutes, the other Party's ownership of its own Marks. 

(b) Each Party agrees that all rights in a Party's Mark together with any goodwill in or 

attaching to it shall be the sole and exclusive property of that Party and the other 

Party shall not acquire any rights or interest in such Party's Mark including any 

developments or variations thereto. 

(c) The Party producing an advertisement, promotion, or press release in relation to 

this Agreement or any Codeshared Flight shall submit such advertisement, 

promotion, or press release to the other Party (within a reasonable period prior to 

the planned publication date) for prior written approval, such approval not to be 

unreasonably withheld or delayed provided, however, such approval shall extend 

only to the portion of the text and graphics relating to this Agreement or any 

Codeshared Flight. 

(d) Each Party grants a non-exclusive, non-transferable license to use its Marks to 

the other Party for the promotion of Codeshared Flights for the duration of this 

Agreement, subject to the following conditions: 

(i) each Party agrees to use the other Party's Marks only as approved in 

advance in writing by the other Party; 

(ii) each Party agrees that the use of the other Party's Marks shall not be 

derogatory nor likely to bring the same into disrepute; 

(iii) each Party acknowledges the other Party has the exclusive present and 

future ownership rights and goodwill in its Marks and agrees that any and 

all rights arising as a result of the use of such Marks shall accrue solely to 

the benefrt of such other Party; 

(iv) each Party shall, in all cases, be the sole judge in determining the 

acceptability of both the quality and presentation of advertising and 

promotional materials using its Marks; 

(v) each Party shall assist the other Party in controlling and protecting such 

other Party's Marks and the goodwill attached thereto by reproducing the 

appropriate trade mark or copy right notice as notified by such other Party 

in writing; 
CONFIDENTIAL 

(vi) each Party agrees not to use the other Party's Marks where the quality or 

manner and form of usage is not acceptable to such other Party; 

(vii) NH shall promptly notify HA of any infringement or suspected infringement 

of HA's Marks, and NH shall not communicate with any infringer or 

suspected infringer without obtaining the prior written approval of HA. HA 

shall have the exclusive right to sue or take other action against infringers 

of HA's Marks, and NH shall have no claim to the proceeds (or any portion 

thereof) of any such lawsuits or other actions or settlements related 

thereto. HA shall have the sole right to determine whether or not to sue or 

take any action, and failure to sue shall not affect NH's obligations or HA's 

rights under this Agreement. NH will, upon the request of HA and at HA's 

reasonable expense, reasonably assist HA in the investigation of, and any 

legal action related to, any such infringement; and 

(viii) HA shall promptly notify NH of any infringement or suspected infringement 

of NH's Marks, and HA shall not communicate with any infringer or 

suspected infringer without obtaining the prior written approval of NH. NH 

shall have the exclusive right to sue or take other action against infringers 

of NH's Marks, and HA shall have no claim to the proceeds (or any portion 

thereof) of any such lawsuits or other actions or settlements related 

thereto. NH shall have the sole right to determine whether or not to sue or 

take any action, and failure to sue shall not affect HA's obligations or NH's 

rights under this Agreement. HA will, upon the request of NH and at NH's 

reasonable expense, reasonably assist NH in the investigation of, and any 

legal action related to, any such infringement. 

(e) From time to time and within each Party's sole discretion, each Party may 

provide to the other Party certain art work, drawings, creative or technical 

information and advice for the purpose of assisting the other Party in the 

advertising and promotion of Codeshared Flights. All such artwork, drawings, 

creative or technical information and advice will be treated by the receiving Party 

as Confidential Information and proprietary information and will be used by the 

receiving Party only for those purposes specifically authorized by the providing 

Party in advance and in writing. 

19. ENTIRE AGREEMENT AND VARIATION 

19.1 Entire Agreement 

This Agreement constitutes the entire agreement between the Parties relating to 

codesharing and, save to the extent repeated in or expressly preserved by this 

Agreement, supersedes and extinguishes any prior drafts, agreements, 

undertakings, representations, warranties and arrangements of any nature 

whatsoever, whether or not in writing, relating to such cooperation. 

21 
CONFIDENTIAL 

19.2 No Representation 

Each Party acknowledges that in entering into this Agreement it is not relying 

upon any representation, warranty, promise or assurance made or given by any 

other person, whether or not in writing, at any time prior to the execution of this 

Agreement. 

19.3 Variation 

This Agreement may be modified only by a written instrument duly executed by 

or on behalf of each Party. 

20. COUNTERPARTS 

This Agreement may be executed in two (2) counterpart copies, and all such 

counterparts when taken together shall constitute one and the same instrument. 

Signed for and on behalf of 

Hawaiian Airlines Inc. 

By: 

Name : Christian V. Forbes 

Title : V. P. Financial Planning 

& Analysis 

Name: 

Title: Marketing & Sales 

Date: 2()c-/olz& ?0 /} 

22 

Signed for and on behalf of 

All Nippon Airways Co. Ltd. 

By: 

Name : Mr. Keisuke Okada 

Title : Executive Vice President 

Alliance and I ntemational Affairs 

Date: 
CONFIDENTIAL 

Annex 1 

To the CODESHARE AGREEMENT 

between Hawaiian Airlines Inc. and All Nippon Airways Co., Ltd. 

DEFINITIONS 

"All Nippon Airways" means All Nippon Airways Co., Ltd. (hereinafter "NH" or "ANA"), 

a company incorporated under the laws of Japan, whose a principal place of business is at 

Shiodome City Center 1-5-2 Higashi Shimbashi Minato-Ku, Tokyo 105-7133, Japan, Air 

Nippon Co., Ltd, Air Japan Co., Ltd., ANA Wings Co., Ltd. , and any future affiliated 

airline which is nominated as an "Affiliated Airline" by All Nippon Airways from time to time 

and approved for inclusion to this Agreement by HA. Approval for any such inclusion shall 

not be unreasonably withheld. 

"Hawaiian Airlines" means Hawaiian Airlines inc., a company incorporated under the laws 

of United States of America, whose a principal place of business is at P .0. Box 30008 

Honolulu, HI 96820-0008, United States of America, and its wholly owned subsidiaries and 

any future affiliated airline of a carrier, which is nominated as an "Affiliated Airline" by 

Hawaiian Airlines from time to time and approved for inclusion to this Agreement by NH. 

Approval for any such inclusion shall not be unreasonably withheld. 

"Affiliated Airline" means an airline directly or indirectly controlled by, or under 

common control with ANA or Hawaiian Airlines. For purposes of this definition, "control" 

(including "controlled by" and "under common control with") means the power, 

directly or indirectly, to direct or cause the direction of the management and policies of 

such person or entity, whether through the ownership of voting securities, by contract or 

otherwise. 

"Business Day" means any day other than a Saturday, Sunday or other day on which 

banking institution in Tokyo, Japan or CAPITAL, AAAAA are required by law, regulation 

or executive order to be closed. 

"Codeshared Flights" means a flight operated by the Operating Carrier that also 

carries the lATA airline designator code of the Marketing carrier, as listed in Annex 2. 

"Codeshared Passengers" means a passenger traveling on a Marketing Carrier Ticket. 

"CRS" means industry recognized Computer Reservation System and/or global 

distribution system .. 

"Conditions of Carriage" means those tariffs and rules of carriage of a Party that 

govern the transport of passengers traveling on tickets showing such Party's Code in 

the carrier code box of the flight coupon. 

Z3 
CONFIDENTIAL 

"Marketing Carrier" means the Party whose Code is shown in the carrier code box of a 

flight coupon for a Codeshared Flight but which is not the Operating Carrier. 

"Marketing Carrier Ticket" means a ticket issued by the Marketing Carrier or Operating 

Carrier for travel on a Codeshared Ffight showing the Marketing Carrier's Code in the 

carrier code box of the flight coupon. 

"Marketing Fllght(s)" means a Codesharecl Flight when shown only as a flight of the 

Marketing Carrier. 

"Operating Carrier" means the Party having operational control of an aircraft used for a 

given Codeshared Flight including wet-lease aircraft operated by carriers approved by 

the Parties. 

"Ticketing Carrier" means a carrier whose traffic documents are used to issue a ticket. 

"Ticket Taxes" means any transactional taxes or passenger facility charges, including, 

without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, 

gross receipt taxes, departure taxes, surcharges and travel taxes, and all related 

charges, fees, ficenses or assessments (and any interest or penalty thereon) imposed 

by any authority in any country, or political subdivision thereof or public authority 

operating therein (including, without limitation any national, provincial, local, municipal, 

port or airport authority) or levied upon it by operation of applicable law or industry 

standard. 
CONFIDENTIAL 

Annex 2 

to The CODESHARE AGREEMENT 

between Hawaiian Airlines and ALL NIPPON AIRWAYS 

Codeshared Flights Schedule 

1. Effectiveness 

From 30 oJob.-JOJI until further notice 

2. Routes Operated by HA 

From to 

HNL KOA 

KOA HNL 

HNL ITO 

ITO HNL 

HNL OGG 

OGG HNL 

HNL LIH 

LIH HNL 

3. Routes Operated by NH 

From to 

HND HNL 

HNL HND 

HND HIJ 

HIJ HND 

HND KOJ 

KOJ HND 

HND OIT 

OIT HNO 

HND OKA 

OKA HND 

HND ITM 

ITM HND 

HND KlX 

KIX HND 

HND CTS 

CTS HNO 

HND FUK 

FUK HND 
Honolulu - Kona 

Honolulu - Hilo 

Honolulu - Kahului 

Honolulu - Lihue 

Appendix A 

ANA Codeshare on Hawaiian Flights 
Appendix B 

Hawaiian Codeshare on ANA/Air Nippon/Air Japan Flights 

Tokyo (HND)- Hiroshima 

Tokyo (HND)- Kagoshima 

Tokyo (HND)- Oita 

Tokyo (HND)- Okinawa* 

Tokyo (HND)- Osaka (ITM) * 

Tokyo (HND)- Osaka (KIX) * 

Tokyo (HND) -Sapporo 

Tokyo (HND)- Fukuoka* 

Tokyo (HND)- Honolulu ** 

* operated by Air Nippon or ANA 

** operated by Air Japan or ANA 
CERTIFICATE OF SERVICE 

I certify that, on October 12, 2011, I caused to be served a copy of the foregoing 

Application by email upon those addressees listed below: 

usk:r@state.gov (Department of State) 

keith.glatz@dot.gov (Department of Transportation) 

esta.rosenberg@dot.gov (Department of Transportation) 

thuy.cooper@dot.gov (Department of Transportation) 

john.allen@faa.gov (Federal Aviation Administration) 

hkamen@coair.com (Continental) 

dan. weiss@coair.com (Continental) 

rbkeiner@crowell.com (Counsel for Continental) 

carl.nelson@aa.com (American) 

sascha. vanderbellen@delta.com (Delta) 

jeff.morgan@delta.com (Delta) 

msinick@ssd.com (Counsel for Alaska) 

steve.morrissey@united.com (Counsel for United) 

anita.mosner@hklaw.com (Counsel for UPS) 

Jennifer.nowak@hklaw.com (Counsel for UPS) 

anbird@fedex.com (FedEx) 

nssparks@fedex.com (F edEx) 

kevin.montgomery@polaraircargo.com (Polar) 

rpommer@atlasair.com (Atlas) 

David M. Endersbee