Exhibit 10.1


 


*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Amendment N° 1


 


to the Airbus A330/A350XWB Purchase Agreement


 


Dated as of January 31, 2008


 


Between


 


AIRBUS S.A.S,


 


And


 


HAWAIIAN AIRLINES, INC.


 


This Amendment N° 1
(hereinafter referred to as the “Amendment”),
entered into as of June 26, 2008, between Airbus S.A.S.,
organized and existing under the laws of the Republic of France, having its
registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac,
France (hereinafter referred to as the “Seller”), and
Hawaiian Airlines, Inc. a corporation, organized and existing under the
laws of the State of Delaware, United States of America, having its principal
corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii,
96819, USA (hereinafter referred to as the “Buyer”)


 


WITNESSETH


 


WHEREAS, the Buyer and the
Seller have entered into an Airbus A330/A350XWB Purchase Agreement dated as January 31,
2008 herewith (the “Agreement”), which
covers, among other things, the sale by the Seller and the purchase by the
Buyer of certain aircraft, under the terms and conditions set forth in said
Agreement;


 


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


 


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


 


NOW, THEREFORE, IT IS AGREED
AS FOLLOWS:


 






*** Confidential Treatment Requested


 


1

















 


1.             LETTER AGREEMENT N°5


 


Paragraphs 1.2, 1.3, and 1.4
of Letter Agreement N°5 to the Agreement are deleted in their entirety and
replaced by the following quoted provisions:


 


QUOTE


 


[...***...]


 


UNQUOTE


 


2.             EFFECT OF THE AMENDMENT


 


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


 


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


 






*** Confidential Treatment Requested


 


2

















 


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


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  AIRBUS S.A.S.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed

  	
   

  
	
   

  	
   

  
	
  Hawaiian
  Airlines, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 






*** Confidential Treatment Requested


 


3