### BEFORE THE U.S. 

### DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.
JointApplication of HAW AllANAIRLINES, INC. ALL NIPPONAIRWAYS CO., LTD., AIRJAPAN CO., LTD. and AIRNIPPON CO., LTD. for statements ofauthorization under 14 C.F.R. Part 212 (U.S.- Japan Codesharing) ) ) ) ) ) 

### ) ) ) 

### ) ) ) 

### Docket OST-2011- 

### o 1<::\ 1



### JOINTAPPLICATION OF HAWAIIANAIRLINES, INC., ALL NIPPONAIRWAYS CO., LTD., AIRJAPAN CO., LTD.,ANDAIRNIPPON CO., LTD. FOR STATEMENTS OFAUTHORIZATION Communicationswithrespect to this document shouldbe sentto: JonathanB. Hill J. 

### ParkerErkmann Dow Lohnes PLLC 1200New Hampshire Ave., N.W. Suite 800 Washington, DC 20036 (202)776-2725 jhill@dowlohnes.com perkmann@dowlohnes.com Counsel for HawaiianAirlines, Inc.
October 12, 2011 Charles J. Simpson, Jr. DavidM. 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 NipponAirways Co., Ltd., AirJapan Co., Ltd. andAirNippon Co., Ltd.

NOTICE: Answers to this Application are due October27, 2011. However, the Joint Applicants request expeditedprocessing ofthis application. The Joint Applicants willpollthe U.S. carrier representatives served with this application and notify the Departmentpromptlyofthe results ofthepoll.

### BEFORE THE U.S. DEPARTMENT OFTRANSPORTATION WASHINGTON,D.C.
Joint Application of HAW AllANAIRLINES, INC. ALL NIPPON AIRWAYS CO., LTD., AIRJAPAN CO., LTD. and AIRNIPPON CO.,LTD. for statements ofauthorization under 14 C.F.R. Part 212 (U.S.- Japan Codesharing)
Dated: October 12, 2011 ) ) 

### ) ) ) 

### ) ) ) 

### ) ) 

### ) 

### Docket OST-2011-

JOINTAPPLICATION OF HAW AllANAIRLINES, INC., ALL NIPPON AIRWAYS CO., LTD.,

AIRJAPAN CO., LTD.,ANDAIRNIPPON CO., LTD. FOR STATEMENTS OF AUTHORIZATION HawaiianAirlines, Inc. ("Hawaiian"), All NipponAirways Co, Ltd. ("ANA") and its subsidiaries AirJapan Co., Ltd. ("AirJapan") andAirNippon Co., Ltd. ("AirNippon") (collectively, the "Applicants")jointlyapplyfor blanket statements ofauthorization under 14 C.F.R. Part 212 in orderto engage inthe U.S.-Japan codeshare operations describedherein. The Applicantsrespectfullyrequest expeditedtreatment ofthis Application anda waiver ofthe Department's45-dayadvance filing requirement. In support ofthis Application, the Applicants state as follows: 1. Hawaiian and ANAhave agreed to engage in reciprocal codeshare operations, as
more fully set forth herein and in the Codeshare Agreement attachedhereto as Exhibit 1. Pursuantto the Agreement, Hawaiian initially will displayANA'sNH* designator code on

1

### Joint Application ofHawaiian, ANA, AirJapan andAirNippon
certain Hawaiian flights betweenpoints inHawaii, and ANA initiallywill displayHawaiian's HA* designatorcode on certainANAflights betweenpoints inJapan and flights betweenTokyo and Honolulu, all for the purpose oftransporting U.S.-Japanpassengertraffic. In addition, Air Japan andAirNippon, which are wholly-owned subsidiaries ofANA, will operate certain flights displayingthe HA* code ona wet lease basis for ANA. The Applicantsplanto commencethese codeshare services on October 30, 2011. 2. Accordingly, Hawaiianrequests ablanket statement ofauthorizationto display ANA's "NH*"designator code on flights operatedbyHawaiianbetweenanypoints within the United States, inconjunctionwith servicesbetweenJapan and the United States. The routes that

are initiallycoveredbythe codeshare arrangement are identifiedin Appendix A. 3. ANA requests a blanket statementofauthorization to display Hawaiian's "HA*" designatorcode onANA flights (1) between anypoints inJapan, inconjunction with services betweenJapan and the United States, and (2) betweenpoints inJapan andpoints inthe United States, eithernon-stop orviathirdcountryintermediatepoints. The routes that are initially coveredbythe codeshare arrangement are identified inAppendix B. 1 

### 4. AirJapan andAirNipponrequestblanket statements ofauthorizationto display Hawaiian's designatorcode onanyflights operatedbythem ona wet lease basis for ANA pursuantto ANA's codeshare agreement with Hawaiian. Theroutes to be operatedon a wet

1The Department has granted similar statements ofauthorization for numerous trans-Pacific codeshare arrangements, including, e.g., the arrangementbetween Hawaiian and Korean Air. See Department Action on Application, Docket OST-2007-27392 (July28, 2009).



### 2

### Joint Application ofHawaiian, ANA, AirJapan andAirNippon
leasebasisbyAirJapan andAirNippon are identifiedinAppendix B. 5. The Applicants currentlyholdall underlying authoritynecessaryto operatethese flights. Hawaiianholds various certificates ofpublic convenience andnecessityand exemptions authorizingit to transport persons, property, andmail inthe U.S. and internationally, including blanket open skies certificate authority. 

### See Order 2007-7-3 (Jul. 10, 2007). ANAholds a foreign aircarrierpermitauthorizingit, inter alia, to operate scheduledcombination services "betweenanypoint orpointsbehindJapan, via anypointorpoints inJapan, and anyintermediate pointor points, and anypoint orpoints in the United States, and anypointorpoints beyond" and also to operate charters. (Order2007-4-29). AirJapanholds exemptionauthorityauthorizingit, interalia, to engage in scheduled foreign airtransportation ofpersons, propertyand mailbetween anypointorpoints inJapan andanypointorpoints inthe United States and also to operate charters. Notice ofActionTaken, Docket OST-2000-8299 (June 16, 2008).2 

### AirNipponholds exemption authorityauthorizingit, interalia, to engage in scheduled foreign airtransportation of persons,propertyandmailbetween anypointorpoints inJapan and anypointorpoints inthe United States and also to operate charters. Notice ofAction Taken, Docket OST-2002-13144 (September 30, 2010).3 

### 6. ANA and AirNipponhold the requisite authorizations from the Government of Japanto engage in the operations contemplatedbythis Application. 7. Thereciprocal codeshare operations contemplatedbythis Application are in the public interest and are fully consistent with the Civil AirTransportAgreementbetweenJapan

2 This authority remains in effect pursuant to Part 377 ofthe Department'sregulations and a timely renewal application filed on June 9, 2009.
3 This authorityremains in effect pursuantto Part 377 ofthe Department'sregulations anda timely renewal application filed on September 15, 2011.


### 3

### Joint Application ofHawaiian, ANA, AirJapan andAirNippon
and the United States ofAmerica andthe 2010 U.S.-Japan Memorandum ofUnderstanding ("the 2010 MOU"). Part VII ofthe 2010 MOUexpresslyallows codeshare operations such as the Applicantsplanto implement. These operations will not onlyexpandANA and Hawaiian's existing commercial relationship, butwill expandtravel opportunitiesbetweenthe U.S. and Japan. SecretaryLaHoodnotedthe advantages ofthe2010 MOU when he stated that "American andJapanese consumers, airlines and economies will enjoythe benefits ofcompetitivepricing and more convenient service."4 

### Grant ofthis application affirms SecretaryLaHood's statement andwill benefit consumers. 8. The Departmentpreviouslyhas authorized codesharing (cargo only)between ANA and Hawaiian. DepartmentAction onApplication, Docket OST-2010-0282 (November 16, 2010). 9. The Applicants acceptthe conditionsnormallyapplicable to blanketcodeshare authority such as requested herein and will conducttheircodesharingoperations in compliance with Part 257 ofthe Department's economic regulations and all otherapplicable Department regulations andpolicies, 10. The Applicants request that the statements ofauthorizationbe issued for an indefiniteperiod, 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 ofHawaiian, ANA, AirJapan andAirNippon

12. Hawaiianhas conducted a safety audit ofANA, AirJapan andAirNippon in accordance withthe FAA's Codeshare SafetyProgram. The results ofthe audit were submitted to the FAA for review on July I, 2011 for ANA and October 6, 2011 for AirJapan and Air Nippon. 13. The Applicants have onlyrecentlyfinalized the terms oftheircodeshare arrangement and intendto commence the proposedcodeshare operations on October 30, 2011. Accordingly, the Applicantsrespectfullyrequest expedited processingofthis application and a waiver ofthe45-dayadvance filingrequirement under 14 CFR212.10(d)(2) in orderto facilitate the marketing and advance sale ofthese new codeshare services. The Applicants will poll the carriers servedwith this Application and advise the Department ofthe results.

5

### JointApplicationofHawaiian, ANA, AirJapan andAirNippon



### WHEREFORE, Hawaiian, ANA, AirJapan andAirNipponrespectfully requestthe Departmentto grantthemthe waiverandblanket statements ofauthorizationrequestedherein and such otherreliefas the Department deems appropriate andinthe public interest.

J. ParkerErkmann DowLohnes PLLC 1200New Hampshire Ave., N.W. Suite 800 Washington, DC 20036 (202)776-2725 jhill@dowlohnes.com. perkmann@dowlohnes.com Counsel for HawaiianAirlines, Inc.

October 12, 2011 Respectfully submitted,

6 

### Charles J. Sim son, r. 

### DavidM. 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 NipponAirways Co., Ltd., AirJapanCo., Ltd. and AirNippon Co., Ltd.

### Exhibit 1
Redacted CodeshareAgreementCONFIDENTIAL



# CODESHAREAGREEMENT
between HawaiianAirlines Inc. and All NipponAirways Co., Ltd.

1CONFIDENTIAL
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 PassengerThrough Check-in

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

.................................................................................................... 6 2.6 Airport PassengerServices

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

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

..................................................................................................................... 6 2.9 Marketing and Sales

..................................................................................................? 2.10 Handling ofMarketing CarrierTickets and Settlement

..............................................? 2.11 Station and Terminal FacUities

................................................................................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 ofTermination

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

................................................................................................................ 9 3.4 Suspension ofService

............................................................................................... 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 ofAgreement

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

...................................................................................................11 7. CONFIDENTIALITY

.....................................................................................................13

7.1 Limitation on Disclosure and Use ofInformation

.....................................................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, NOASSIGNMENT

..........................................18

2CONFIDENTIAL 16.1 No Third-Party Beneficiaries

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

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

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

.................................................................................................................19 19. ENTIRE AGREEMENTAND 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 individuallyas 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 ofcodesharing. (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 orderto expedite development ofcooperation programs. IT IS AGREED AS FOLLOWS:

3CONFIDENTIAL 1. SCOPE OF THE COOPERATION Subject to any and all applicable government laws, rules and regulations, the cooperation shall include schedule co-ordination, passengerservices, 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 ofand subjectto 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 ofthe existing services between United States ofAmerica and Japan, and beyond in order to minimize passenger waiting time for connections between the networks and to provide an improved choice ofscheduled services to maximize passenger connection opportunities and convenience atgatewaycities. 

### 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 ofthis Agreement; provided, however, that in the event ofa conflict between a provision ofthis Agreement and any provision ofthe annexes, amendments orsupplements, as amended and supplemented, the terms ofthis Agreement shall prevail.

4CONFIDENTIAL 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 implementthe emergency procedures in Annex X. e) In the event of any flight cancellation or other schedule irregularity, involuntary rerouting ordenied boarding bythe 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 bythe 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 subjectto 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 ofCodeshared Passengers as a result ofa schedule irregularity, involuntary rerouting ordenied boarding as contemplated bythis 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 inventoryon the Codeshared Flights. The Marketing Carrier may sell seats on the Marketing Flights against the normal interline availability ofthe 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 partyat its own cost. b) The Operating Carrier and the Marketing Carriershall each assign individuals to serve as inventory control coordinators, who shall, to the extent permitted byapplicable governmental laws, rules and regulations, exchange information routinely and meetas necessary.

5CONFIDENTIAL
2.4 PassengerThrough 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 Partyand 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 agreethat airport passenger services forfirst 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 ofthe 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-flightServices 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 ofboth countries. Fares not specified by SPA shall be prorated in accordance with the lATA Multilateral ProrateAgreement.

6CONFIDENTIAL 2.9 Marketing and Sales a) Harmonization ofMarketing (i) HA and NH shall hannonize their marketing activities as may be mutually agreed in their respective markets. (ii) Neither Partyshall use anytrademark, tradename, logo, orservice mark ofthe other Partywithoutthe priorwritten consent ofthe 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 bythe 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) JointAdvertising 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 orsimilar 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. 2.10 HandlingofMarketing CarrierTickets 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

7CONFIDENTIAL
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 ofachieving 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 jointlyand 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 setforth in a separate agreement.
2.15 Cargo and Mail Marketing and sales ofcargo 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 Partyatthat Party's selection, without cause, upon days' priorwritten notice.
Termination for Cause Upon the occurrence ofany ofthe following events, the Party may terminate this Agreement at any time with immediate effect by seJVing written notice to the other Party:CONFIDENTIAL a) ifthe 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 orfor its reorganization orthe readjustment ofits 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 orshareholders 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 ofa 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) calendardays after receipt ofa written notice specifying the default. 

### 3.2 Effect ofTermination 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 underthis Agreement. b) All obligations of each Party including but not limited to Articles 7 and 10 that have accrued before termination orthat are ofa 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 ofthe Parties, without the prior consent ofthe other Party, such other Party mayterminate 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 ofService Throughout the term of this Agreement, either Party has the right to suspend performance ofthis Agreement immediately bygiving written noticeto the other Party in the eventthat it has reason to suspectorbelieve orin the eventthat: (i) the other Party has suffered a significant emergency or serious incident or accident or received a serious threat that relates to any ofthat Party's flights orto a Codeshared Flight orCodeshared Route; or

9CONFIDENTIAl (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 offifteen (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 atany time discontinues orsuspends 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 ofthe State of New York without reference to the choice oflaw 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

10CONFIDENTIAL 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 ofthe executive management ofeach Party who shall meet personally or by telephone within thirty (30) days. Ifno 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 ofthis 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. GOVERNMENTALAPPROVALS 5.1 Cooperation The Parties shall cooperate fully and shall individually and collectively obtain all necessary governmental approvals required for the implementation ofany and all ofthe provisions ofthis Agreement. 5.2 Adjustment ofAgreement 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) Forthe purposes ofthis 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 ormore factors specific to his identity;

11CONFIDENTIAL (ii) "Processing" shall mean obtaining, recording or holding Personal Data or carrying out anyoperation orset ofoperations 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 onlyforthe 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 alterthe contents ofthe Personal Data or disclose or pennit the disclosure of any ofthe Personal Data to any third party unless specifiCally authorized in writing by the dislcosing Party, Codeshared Passenger or required by Applicable laworcourt 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 wayto be in breach ofthe data protection and privacy laws applicable byall CompetentAuthorities; (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 underthis Agreement; (vi) comply with any assessment, enquiry, notice or investigation by the relevant regulatory body in any Competent Authority which shall include the provision ofall Personal Data requested by the disclosing Party within a reasonable timescale specified bythe 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 ofcontact for any enquiries

12CONFIDENTIAL 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 ofthis 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 anyform 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 orany breach ofdata 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 oremployees.
7. CONFIDENTIALITY 7.1 Limitation on Disclosure and Use ofInformation Except in any proceeding to enforce any of the provisions of this Agreement, neither Party will, withoutthe prior consent ofthe other, use, publicize ordisclose 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 orany ofthe terms orconditions ofthis Agreement or (b) any Implementing Agreement orthe 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 GovernmentAuthority 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 disclosethe requested document or information.
7.3 Response to Legal Process If either Party is served with a legal process requtnng the production or disclosure ofany 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 orCONFIDENTIAL production. Neither Partyshall be in breach ofthis Agreement ifcompliance 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 ordestroyed if requested bythe 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 ofits 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 ofthat 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 ofthis Agreement 9.2 Severability In the event that any one or more of the provisions ofthis Agreement shall be determined to be invalid, unenforceable, or illegal, such invalidity, unenforceability or illegality shall not affect any other provision ofthis 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 ofthe Parties. The same applies in case ofomissions 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

14CONFIDENTIAL and disbursements arising out ofor 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 ofthe Marketing Carrier, orfrom an act oromission 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 ofArticle 2 or in such format or shall fail to contain such a wording as shall enable the Operating Carrierto have the benefit ofany 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 ofsuch failure. 10.2 Each Party acknowledges that it is a signatory to the lATA lntercarrierAgreement on Passenger Liability and the related Agreement on Measures to Implement the lATA lntercarrierAgreement (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 ofthe death ofor injury to persons occurring under the circumstances described in paragraph10.1 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 10.1 ofthis Article 10) traveling underthe Conditions ofCarriage ofthe 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.

15CONFIDENTIAL
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 ofgovernment entry ortransit 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 ofthis Article 10. This paragraph 10.4 shall not apply fines and penalties resulting from violations ofapplicable passenger manifest requirements, which shall be covered by paragraph 10.1 ofthis Article 10.
INSURANCE The Operating Carriershall procure and maintain for the benefit ofthe 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 orseverability 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 ofwarranty endorsement in favorofadditional insureds. e) be primary and without any right of contribution from any insurance effected bythe 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 ofsubrogation by the Operating Carrier's aircraft hull insurers against the Marketing Carrier, its parent and affiliate orassociate companies orcorporations and their respective officers, agents, contractors, subcontractors, representatives, and employees to the extent ofthe indemnity pursuantto Article 10 hereof.

16CONFIDENTIAL
11.3 Prior to the commencement ofthe operations to be conducted hereunder, each Party shall furnish to the other Party a certificate of insurance evidencing the foregoing insurance coverage required underthis Article 11. 11.4 Each Party undertakes to notifythe other Party promptly in writing ofall claims or notices received by it pursuant to this Agreement, and which are herein agreed to 

### be the responsibility ofthe other Party. 11.5 Where any liability falis 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 ofall such claims, actions, suits and proceedings. 11.6 Each Party hereby further agrees to indemnifythe 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 Carriershall 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 ofticket sale ortravel document issued bythe 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 ofthe other Party shall not be required.
14. EXCLUSION OF CONSEQUENTIAL DAMAGES

11CONFIDENTIAL Neither Party will be liable for any indirect, special, incidental or consequential damages, including lost revenues, lost profits, or lost prospective economic advantage, whetherornot foreseeable and whetherornot 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 anyclaims against the other carrier regarding such damages.


### 15. NOTICE Notices, demands, consents, approvals and any othercommunication 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 forthe purpose ofthis 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 ofAmerica 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 ofthe recipient. All other notices will be effective the first Business Dayafter receipt. 

### 16. NOTHIRD-PARTY BENEFICIARIES, NO ASSIGNMENTCONFIDENTIAL Neither Party will be liable for any indirect, special, incidental or consequential damages, including lost revenues, lost profits, or lost prospective economic advantage, whetherornot foreseeable and whether ornot 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 anyclaims against the othercarrier regarding such damages.
15. NOTICE Notices, demands, consents, approvals and anyother 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 forthe purpose ofthis 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: SIT A: 

## REDACTED E-mail: ForHA: HawaiianAirlines 3375 Koapaka Street, Suite G350 Honolulu, Hl96819-1869 United States ofAmerica 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 ofthe recipient. All other notices will be effective the first Business Dayafter receipt. 16. NOTHIRD-PARTY BENEFICIARIES, NOASSIGNMENTCONFIDENTIAL 16.1 No Third-Party Beneficiaries No person orentity 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 nothird party beneficiaries ofthis 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 Partywhich madesuch assignment:
17. OPERATIONAL SAFETY & INSPECTION The Parties recognise that operational safety is ofparamount importance to the provision ofcodesharing underthis Agreement. Each Party or its representative may, but not obliged to, inspectthe other Party's aviation safetyfrom time to time during the term bygiving reasonable advance notice ofanysuch inspection. An inspection shall not materially interfere with normal airline operation ofthe other Party. Departmentto be contacted regarding quality assurance will be as follows: ForNH: Corporate Safety & Audit, Group SafetvAudit 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

19CONFIDENTIAL

18. TRADEMARKS (a) Each Party agrees that all trademarks and servicemarks ("Marks") of the other Party shall remain the exclusive property ofthat Party and neither Party will take any action that infringes, jeopardises, undermines or reduces the value of, or in anywaydilutes, the other Party's ownership of its own Marks. (b) Each Party agrees that all rights in a Party's Marktogether with anygoodwill in or attaching to it shall be the sole and exclusive property ofthat Party and the other Party shall not acquire any rights or interest in such Party's Mark including any developments orvariations 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 priorto the planned publication date) for prior written approval, such approval not to be unreasonablywithheld ordelayed 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, subjectto the following conditions: (i) each Party agrees to use the other Party's Marks only as approved in advance in writing bythe other Party; (ii) each Party agrees that the use of the other Party's Marks shall not be derogatory nor likelyto 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 ofthe use ofsuch Marks shall accrue solelyto the benefrt ofsuch 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 orcopy 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 mannerand form ofusage is not acceptable to such other Party; (vii) NH shall promptly notify HA ofany infringement orsuspected 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 ortake other action against infringers ofHA'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 notto 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 ofany infringement orsuspected infringement of NH's Marks, and HA shall not communicate with any infringer or suspected infringer without obtaining the priorwritten approval of NH. NH shall have the exclusive right to sue ortake other action against infringers ofNH's Marks, and HAshall have no claim to the proceeds (orany portion thereof) of any such lawsuits or other actions or settlements related thereto. NH shall have the sole right to determine whether or notto sue or take any action, and failure to sue shall not affect HA's obligations or NH's rights underthis 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 ortechnical information and advice will 

### be treated bythe 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 EntireAgreement This Agreement constitutes the entire agreement between the Parties relating to codesharing and, save to the extent repeated in or expressly preserved bythis Agreement, supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whetherornot in 

### writing, relating tosuch cooperation.

21CONFIDENTIAL 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 oron behalfofeach Party.
20. COUNTERPARTS This Agreement may be executed in two (2) counterpart copies, and all such counterparts when taken together shall constitute oneand the same instrument.

Signed forand 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 forand on behalfof 

### All Nippon Airways Co. Ltd.



### By: Name : Mr. Keisuke Okada

Title : Executive Vice President Alliance and 

### IntemationalAffairs Date:CONFIDENTIAL Annex 1 Tothe CODESHARE AGREEMENT between Hawaiian Airlines Inc. and All Nippon Airways Co., Ltd.
DEFINITIONS "All Nippon Airways" means All NipponAirways Co., Ltd. (hereinafter "NH" or "ANA"), a company incorporated underthe laws ofJapan, 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 unreasonablywithheld. "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 foranysuch inclusion shall not be unreasonablywithheld. "Affiliated Airline" means an airline directly or indirectly controlled by, or under common control with ANA or HawaiianAirlines. For purposes ofthis definition, "control" (including "controlled by" and "under common control with") means the power, directly or indirectly, to direct or cause the direction ofthe management and policies of such person orentity, whetherthrough the ownership ofvoting 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 orexecutive orderto be closed. "Codeshared Flights" means a flight operated by the Operating Carrier that also carries the lATA airline designatorcode ofthe 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 carriercode box ofthe flight coupon.

Z3CONFIDENTIAL "Marketing Carrier" means the Partywhose Code is shown in the carrier code box ofa flight coupon fora Codeshared Flight butwhich is not the Operating Carrier. "Marketing CarrierTicket" means a ticket issued bythe Marketing CarrierorOperating Carrier for travel on a Codeshared Ffight showing the Marketing Carrier's Code in the carrier code box ofthe 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 ofan aircraft used fora given Codeshared Flight including wet-lease aircraft operated by carriers approved by the Parties. "Ticketing Carrier" means a carrierwhose traffic documents are used to issue a ticket. "Ticket Taxes" means anytransactional 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 HawaiianAirlines andALL NIPPON AIRWAYS Codeshared Flights Schedule 1. Effectiveness From 

## 30oJob.-JOJI untilfurther 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 HNDHonolulu

- Kona Honolulu

- Hilo Honolulu

- Kahului Honolulu

- Lihue AppendixA ANA Codeshareon HawaiianFlightsAppendixB Hawaiian Codeshare onANA/AirNippon/AirJapan 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 **
* operatedbyAirNippon orANA ** operatedbyAirJapan orANA

### CERTIFICATE OF SERVICE I certifythat, onOctober 12, 2011, I causedto be served a copyofthe foregoing Applicationbyemail upon those addressees listedbelow: 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 

### (FederalAviationAdministration) 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 forAlaska) 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)

DavidM. Endersbee