Exhibit 10.8


 


AMENDMENT NO. 2 TO LEASE AGREEMENT
(33466)

AND RELATED AMENDMENTS


 


This Amendment No.
2 to Lease Agreement (33466) and Related Amendments (this “Amendment”), is
entered into as of September 30, 2004, between (1) BCC Equipment Leasing
Corporation (“Lessor”), a Delaware corporation, and (2) Hawaiian Airlines, Inc.
(“Lessee”), a Hawaii corporation, acting by and through Joshua Gotbaum, as
Chapter 11 Trustee for the Lessee (the “Trustee”).


 


RECITALS


 


A.            Lessor and Lessee have heretofore
entered into that (i) certain Lease Agreement (33466), dated as of September
20, 2001, as supplemented by that certain Lease Supplement No. 1, dated October
24, 2002, which were both recorded with the Federal Aviation Administration as
one document on October 29, 2002, and assigned Conveyance Number T070841
(together, the “Lease”), and (ii) that certain Amendment No. 1 to Lease
Agreement, dated as of October 24, 2002 (the “First Amendment”), which was
recorded with the Federal Aviation Administration on October 29, 2002, and
assigned Conveyance Number T070841, pursuant to which agreement, supplement and
amendment Lessor has leased to Lessee one Boeing Model 767-33AER aircraft
hearing manufacturer’s serial number 33466 and US Registration Number NS88HA,
together with two Pratt & Whitney Model PW4060 engines installed thereon
bearing manufacturer’s serial numbers 729112 and 729113, respectively.  Lessor and Lessee have also heretofore
entered into (i) that certain Tax Indemnification Agreement (33466), dated as
of September 20, 2001 (the “Tax Indemnification Agreement”), (ii) that certain
letter agreement, dated September 20, 2001 (the “TIA Letter”) in respect of the
Tax Indemnification Agreement, (iii) that certain Restructuring Agreement
(33466), dated as of September 20, 2001 (the “Restructuring Agreement”, and
(iv) that certain letter agreement, dated September 20, 2001 (the “IFE Letter”),
in respect of in-flight entertainment system activation, in each ease relating
to the Lease and the described aircraft (the Lease, the First Amendment, the
Tax Indemnification Agreement, the TIA Letter, the Restructuring Agreement and
the IFE Letter, each as amended, modified or supplemented at any time on or
prior to the date hereof, together the “Operative Agreements”).


 


B.            On March 21, 2003, Lessee commenced
a bankruptcy case, Bankruptcy Case No. 03-00817, in the United States
Bankruptcy Court for the District of Hawaii (the “Bankruptcy Court”) seeking
relief under Chapter 11 of Title 11 of the United States Code (the “Pending
Case”).


 


C.            In connection with the Pending Case,
Lessor and Lessee wish to amend the terms of the Lease, as well as certain
terms of the Tax Indemnification Agreement, and, in consideration thereof,
Lessee wishes to assume all of the rights, benefits and obligations of the
Lease and the Tax Indemnification Agreement, each as amended hereby, together
with all of the other Operative Agreements, and to obtain the necessary
approval of the Bankruptcy Court approving the terms of this Amendment and the
assumption of the Lease, as amended hereby, together with all of the other
Operative Agreements, by Lessee.


 





















 


TERMS AND
CONDITIONS


 


In consideration
of the foregoing premises, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:


 


1.                                      DEFINITIONS AND
CONSTRUCTION


 


Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Lease and, unless otherwise specifically noted, reference
to “Sections” herein shall be construed to refer to Sections of the Lease.


 


2.                                      AMENDMENT TO
BASIC RENT PROVISIONS AND ADDITION OF 467 RENT BALANCE PROVISIONS


 


(a)           Article 1 of the Lease is hereby
amended by adding the following new terms and definitions:


 


“Landing Gear Overhaul” means any full overhaul of any
Landing Gear to essentially full manufacturer specification and operating
condition, and, for the avoidance of doubt, “full overhaul” does not mean only
the replacement, repair of overhaul of any ratable components, any cleaning or
replacement of seals, any repair of brakes, wheels or tires, brake rods, struts
or braces, in each case, that occurs any more frequently than a full overhaul.


 


“Section 467 Effective Date” has the meaning set forth
in Article 3(b) of the Lease Agreement.


 


“Section 467 Regulations” shall mean the U.S. Treasury
Regulations promulgated pursuant to Section 467 of the Code.”


 


(b)           Article I of the Lease is hereby
amended by deleting in its entirety the definition of the tern “Companion Lease”
and inserting, in lieu thereof; the following:


 


“Companion Lease” means (i) each of the eleven lease
agreements, between Wells Fargo Bank Northwest, National Association (formerly
known as First Security Bank, National Association), as owner trustee (“Owner
Trustee”), and Lessee (together with the Operative Documents entered into in
connection with, and as defined in, each of such Lease Agreements) pursuant to
each of which Owner Trustee has leased to Lessee one Boeing Model 717-200 aircraft,
and (ii) each of the two other lease agreements, between Lessor and Lessee
(together with the other agreements entered into in connection with each of
such Lease Agreements) pursuant to each of which Lessor has leased to Lessee
one Boeing Model 767-33AER aircraft.”


 


(c)           Article 3(b) of the Lease is hereby
amended by deleting the existing text thereof i its entirety and inserting in
lieu thereof the following:


 


2





















 


“(b)         Basic
Rent             (i) Lessee shall pay
Lessor Basic Rent for the Aircraft throughout the remainder of the Term in
consecutive monthly in advance payments, due and payable on the first day of
each calendar month, commencing on October 1, 2004, all as set forth on
Schedule 3 hereto (such that on each payment date so listed on such Schedule 3,
Lessee shall pay the amour corresponding to such payment as shown on such
Schedule).


 


(ii)           The amounts and periods of Lessee’s
liability for Basic Rent during the remainder of the Term shall be as allocated
in accordance wit Schedule “4” hereto.  Notwithstanding
anything to the contrary herein, Lessor an, Lessee agree that, irrespective of
Lessee’s payment obligations as shown in Schedule “3” hereto, Lessee’s
liability for Basic Rent for the use of the Aircraft shall be allocated as
stated in Schedule “4” hereto.


 


(iii)          The allocation of Basic Rent as
provided in Article 3(b)(ii), and in Schedule “4” hereto, constitutes a
specific allocation of fixed rent within the meaning of Treasury Regulation §
1.467-1 (c)(2)(ii)(A), with the effect that, pursuant to Treasury Regulation §§
1.467-1(d) and 1.467-2, Lessor and Lessee, on any federal income tax returns
filed by them (or on any return on which their income is included), shall
accrue the amounts of rental income and rental expense respectively, set forth
for each period specified in Schedule “4” hereto as “Rent Allocable for Period
From and Including Last Preceding Payment Date To an Excluding Specified Date”,
as described therein.


 


(iv)          Each of Lessee and Lessor agree that,
solely for purposes of the Section 467 Regulations, on any federal income tax
returns filed by them (or on any return on which their income is included) it
will treat the Lease Agreement a two leases with one lease being the
Pre-Modification Lease beginning on the fin day of the Term ending the day
before the Section 467 Effective Date and the other lease being the
Post-Modification Lease beginning on the Section 46 Effective Date and ending
on the last day of the Term.  The “Section
46 Effective Date” is October 1, 2004.”


 


3.                                      AMENDMENTS TO
MAINTENANCE PROVISIONS


 


(a)           The first two paragraphs of Section
(i) of Article 5(d) of the Lease are hereby amended by inserting, after the
words “Engine Life-Limited Parts Payments,” in each ‘Jibe where they appear,
the words “Landing Gear Payments”.


 


(b)           Section (ii) of Article 5(d) of the
Lease is hereby amended by inserting at the en thereof a new paragraph as
follows:


 


“(E)         Landing
Gear.  If the Landing Gear undergoes
a Landing Gear Overhaul, performed by an Approved Maintenance Performer, Lessor
will reimburse Lessee, from the then-existing Landing Gear Payments, for the actual,
costs incurred by Lessee for such Landing Gear Overhaul.”


 


(c)           Section (iii) of Article 5(d) of the
Lease is hereby amended by inserting, at the en thereof and before the “.”, the
following words:


 


3





















 


“; provided that, if, coincident with any repairs
necessitated by foreign object damage, other repairs or maintenance
(reimbursable under this Agreement are performed, then drawdowns for such other
repairs and maintenance shall be permitted”


 


(d)           Section (iv) of Article 5(d) of the
Lease is hereby amended (i) by adding, after the words “Item of Equipment, APU”
in each place where they appear, the words “, Landing Gear”, (ii) by adding,
after the words “Item of Equipment or APU” in each place where they appear, the
words “or the Landing Gear”, (iii) by adding, after the words ITEM OF EQUIPMENT
OR THE APU”, the words “OR THE LANDING GEAR”, (iv) by adding, after the words “ITEM
OF EQUIPMENT OR APU”, the words “OR THE LANDING GEAR”, and (v) by deleting at
the end thereof the words “MAINTENANCE OF ANY EQUIPMENT” and inserting, in lieu
thereof, the words “MAINTENANCE OF ANY ITEM OF EQUIPMENT, THE APU OR THE
LANDING GEAR”.


 


(e)           Section (v) of Article 5(d) of the
Lease is hereby amended (i) by adding, after the words “Item of Equipment, APU”,
the words “, the Landing Gear”, and (ii) by adding, after the words “Item of
Equipment or APU”, the words “or the Landing Gear”.


 


(f)            Section (v) of Article 5(d) of the
Lease is hereby amended by adding, after words “each Engine”, the words “, the
Landing Gear”.


 


4.                                      AMENDMENTS TO
SCHEDULES


 


(a)           Schedule “1” to the Lease is hereby
amended as set forth in Appendix A hereto.


 


(b)           The Lease is hereby amended by adding
thereto new Schedules 3, 4, and 5, in the forms attached hereto (and as so
denominated).


 


5.                                      OTHER AMENDMENTS


 


(a)           Article 14 of the Lease is hereby
amended by adding a new provision at the en thereof, as follows:


 


“Notwithstanding the foregoing, no Event of Default
shall be deemed t occur or exist solely as a result of the existence or
continuation of Lessee’ bankruptcy case, Bankruptcy Case No. 03-00817, in the
United States Bankruptcy Court for the District of Hawaii seeking relief under
Chapter 11 of Title 11 of the United States Code.”


 


(b)           The Tax Indemnification Agreement is
hereby amended as set forth in Appendix B hereto.


 


6.                                      REPRESENTATIONS
AND WARRANTIES


 


(a)           Lessee represents and warrants to Lessor,
on the date this Amendment is executed and delivered by Lessor and Lessee, and
on and as of the date hereof and the Effective Date, that:


 


(i)            Lessee (1) is a corporation duly
organized and validly existing in good standing (except to the extent such good
standing may be affected solely as consequence


 


4





















 


of the Pending Case) under the laws of Hawaii, has
full power, authority am legal right to own its properties and to carry on its
business as presently conducted and to perform its obligations under the Lease,
as amended hereby, and under the other Operative Agreements, (2) holds all
licenses, certificates and permits from all governmental authorities necessary
for the conduct of its business, and (3) is duly qualified to do business as a
corporation in good standing (except to the extent such good standing may be
affected solely as a consequence of the Pending Case) in each jurisdiction in
which the failure to be so qualified would have a materially adverse effect on
Lessee or on its ability to perform its obligations under the Lease, as amended
hereby or under the other Operative Agreements.


 


(ii)           This Amendment has been duly
authorized by all necessary action on the part of Lessee, and neither the execution
and delivery hereof nor the consummation of the transactions contemplated
hereby nor compliance by Lessee with any of the terms am provisions hereof does
or will violate any provision of the articles of incorporation or by-laws of
Lessee or any law, rule, regulation, judgment, order or decree of any government
or governmental instrumentality or court having jurisdiction over Lessee, or
any of its activities or properties, or does or will result in any breach of,
or constitute any default under, or result in the creation of any Lien upon any
property of Lessee under, any indenture, mortgage, deed of trust, conditional
sale contract, loan or credit agreement, or other agreement or instrument to
which Lessee is a party or by which Lessee or its properties may be bound or
affected.


 


(iii)          Neither the execution and delivery by
Lessee of this Amendment nor the performance by Lessee of any of the
transactions contemplated hereby require the consent, approval, order or
authorization of, or registration with, or the giving of notice to, the
Aeronautics Authority or any other domestic or foreign governmental authority
except for the approvals, authorizations and consents that have heretofore been
obtained including the order of the Bankruptcy Court approving the terms hereof
and the transactions contemplated hereby, true and complete copies of which
have been deliverer to Lessor and Owner Participant.


 


(iv)          This Amendment has been duly executed
and delivered by Trustee for and on behalf of Lessee and, subject to obtaining
the order of the Bankruptcy Court contemplated herein, constitutes the legal,
valid, binding and enforceable obligation of Lessee (as such enforceability may
be affected by applicable bankruptcy, insolvency c other similar laws affecting
creditors’ rights generally).


 


(v)           Lessee is a Certificated Air Carrier
within the meaning of Section 41102 of Title 49 of the United States Code
Annotated, and Lessor is entitled to the benefits and protections of Section
1110 of the Bankruptcy Code (11 U.S.C. Section 1110) in respect of the Lease,
as amended hereby, and in respect of the Aircraft leased to Lessee under the
Lease, as amended hereby.


 


(vi)          On and as of the Effective Date, and
after giving effect to the terms of that certain Memorandum of Understanding,
dated as of September 15, 2004 (the “MOU”), by and between, inter alios, Lessor and Lessee, and the 


amendments to the Lease and the


 


5





















 


Companion Leases (as defined herein) being effected as
of the date hereof, (i) no Default or Event of Default, under and as defined in
the Lease, as amended hereby, has occurred and is continuing, and (ii) no
Default (or Event) or Event of Default has occurred and is continuing, under
and as defined in any Companion Lease, as such leases are amended pursuant to
separate agreements entered into contemporaneously herewith a contemplated in
the MOU.


 


(b)           Lessor represents and warrants to
Lessee, on the date this Amendment is executed and delivered by Lessor and
Lessee, and on and as of the date hereof and the Effective Date, that:


 


(i)            Lessor (1) is a corporation duly
organized and validly existing in good standing under the laws of Delaware, has
full power, authority and legal right to own it properties and to carry on its
business as presently conducted and to perform it obligations under the Lease,
as amended hereby, and under the other Operative Agreements, (2) holds all
licenses, certificates and permits from all governmental authorities necessary
for the conduct of its business, and (3) is duly qualified to do business as a
corporation in good standing in each jurisdiction in which the failure to be so
qualified would have a materially adverse effect on Lessor or on its ability to
perform its obligations under the Lease, as amended hereby, or under the other
Operative Agreements.


 


(ii)           This Amendment has been duly
authorized by all necessary action on the part of Lessor, and neither the
execution and delivery hereof nor the consummation of the transactions
contemplated hereby nor compliance by Lessor with any of the terms and provisions
hereof does or will violate any provision of the articles of incorporation or
by laws of Lessor or any law, rule, regulation, judgment, order or decree of
any government or governmental instrumentality or court having jurisdiction
over Lessor, or any of it activities or properties, or does or will result in
any breach of, or constitute any default under, or result in the creation of
any Lien upon any property of Lessor under, any indenture, mortgage, deed of
trust, conditional sale contract, loan or credit agreement, or other agreement
or instrument to which Lessor is a party or by which Lessor or any of it
properties may be bound or affected.


 


(iii)          Neither the execution and delivery by
Lessor of this Amendment nor the performance by Lessor of any of the
transactions contemplated hereby require the consent, approval, order or
authorization of, or registration with, or the giving of notice to, the
Aeronautics Authority or any other domestic or foreign governmental authority
except for the approvals, authorizations and consents that have heretofore been
obtainer including the order of the Bankruptcy Court approving the terms hereof
and the transactions contemplated hereby.


 


(iv)          This Amendment has been duly executed
and delivered by Lessor and, subject to obtaining the order of the Bankruptcy
Court contemplated herein, constitute the legal, valid, binding and enforceable
obligation of Lessor (as such enforceability ma be affected by applicable bankruptcy,
insolvency or other similar taws affecting creditors rights generally).


 


6





















 


7.                                      CONDITIONS
PRECEDENT


 


This Amendment
shall become effective, and Lessee will be deemed to have assumed the rights
and obligations of and under the Lease, as amended hereby, and of and under the
other Operative Agreements, as one or more of such Operative Documents are
amended hereby, all as contemplated in the MOU, on the date (the “Effective
Date”) that all of the following condition have been satisfied, to the
reasonable satisfaction of Lessor.


 


(a)           The Bankruptcy Court shall have
entered an order, in form and substance satisfactory to Lessor, (i) approving
this Amendment and the transactions contemplate hereby, (ii) approving the
amendments to each of the Companion Leases, each such amendment dated the date
hereof and entered into contemporaneously herewith (each such amendment, a “Lease
Amendment”), between Lessee and Lessor (or Owner Participant acting as lessor)
and the transactions contemplated thereby, (iii) approving the terms of the MOU
and the transactions contemplated thereby, (iv) confirming am effectuating the
assumption by Lessee of the Lease, as amended by this Amendment, and (v) confirming
and effectuating the assumption by Lessee of each of the Companion Leases, each
as amended by the applicable Lease Amendment; and such order shall no have been
reversed, stayed, modified or amended;


 


(b)           Lessor shall have received
satisfactory legal opinions from FAA counsel and California and Hawaii counsel
as to the matters referred to in paragraphs (a)(i) through (a)(v) of Section 6
above (or, if the matters referred to in paragraphs (a)(i) through (a)(iii) are
covered, to Lessor’s reasonable satisfaction, in the Bankruptcy Court order
described above, such opinion shall address only the matters referred to in paragraphs
(a)(iv) and (a)(v)), and in paragraph (1) of Section 10 below, and as to such
other matters as Lessor may reasonably request;


 


(c)           Lessee shall have paid the amount,
constituting an addition to the existing Security Deposit, that when added to
the amounts currently held as the Security Deposit will increase such amounts
to the total required under and pursuant to paragraph 4 of Schedule “1” to the
Lease, as amended hereby;


 


(d)           All of Lessee’s representations and
warranties set forth in Section 6 hereof and in Section 9 of the MOU shall be
true and correct;


 


(e)           All conditions precedent to the
effectiveness of each of the Leas, Amendments shall have been fulfilled and
each of such Lease Amendments same shall in full force and effect; and


 


(f)            All of the events described in
Section 8 of the MOU shall have occurred.


 


If the conditions
set forth in the foregoing clauses (a) through (f) are not satisfied to the
reasonable satisfaction of Lessor, on or before September 30, 2004, this
Amendment shall become null and void.


 


8.                                      LEASE ASSUMED,
RATIFIED AND CONFIRMED


 


On and after the
Effective Date of this Amendment, (i) each reference in the Lease to “this
Lease”, “hereunder”, “hereof’, or words of like import referring to the Lease
shall be


 


7





















 


deemed
to mean, and be a reference to, the Lease as amended by this Amendment, (ii)
the Lease as amended hereby, shall be deemed to be ratified and confirmed in
all respects and in full force and effect, and (iii) the Lease shall be deemed
to be, and shall be (pursuant to the order of the’ Bankruptcy Court described
in paragraph (a) of Section 7 hereof) assumed for all purposes by Lessee, all
as contemplated in the MOU.


 


9.                                      MUTUAL RELEASES


 


Lessor and Lessee
have also agreed, as set forth in Section 6 of the MOU (as defined Section
6(a)(vi) hereof), to release certain claims in connection with (i) the
execution an, delivery of this Amendment, and of the amendments to the
Companion Leases, and the assumption by Lessee of the Lease and the Companion
Leases, and (ii) the other matter described in the MOU; and each of Lessor and
Lessee acknowledges that such releases of claim constitute an integral part of
the consideration between Lessor and Lessee to enter into this Amendment.


 


10.                               MISCELLANEOUS


 


(a)           No provision of this Amendment may be
modified, amended or supplemented, or waived, released or discharged, except in
a writing signed by Lessor and Lessee and specifying the provision intended to
be modified, amended, supplemented, waived, released or discharged.


 


(b)           All notices, requests, demands,
authorizations, directions, consents, waivers and other communications relating
to this Amendment shall be made, given, furnished, or filed, and shall become
effective, in the manner prescribed in Article 17(b) of the Lease.


 


(c)           If any provision of this Amendment
shall be invalid, inoperative or unenforceable as applied in any particular
case in any jurisdiction because it conflicts with any other provision hereof
or any constitution or statute or rule or public policy, or for any other
reason, such circumstance shall not have the effect of rendering the provision
in question inoperative or unenforceable in any other case or circumstance or
in any other jurisdiction or of rendering any other provision herein contained
invalid, inoperative, or unenforceable to any extent whatever.  The parties agree that they shall promptly
replace any invalid, inoperative or unenforceable provision with a valid,
operative and enforceable provision.


 


(d)           The headings of the sections and
clauses of this Amendment are inserted for convenience only and shall not
affect the interpretation hereof.


 


(e)           This Amendment shall be binding upon,
and shall inure to the benefit of and shall be enforceable by, the parties
hereto and their respective permitted successors and assigns; and for purposes
of determining permitted successors and assigns, the terms of the Lease shall
govern and control.


 


(f)            The failure of any party hereto to
exercise any right, power, or remedy provided under this Amendment or otherwise
available in respect hereof at law or in equity, or to insist upon compliance
by any other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such


 


8





















 


party of its right to
exercise any such or other right, power, or remedy or to demand such
compliance.


 


(g)           This Amendment may be executed in one
or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement.  Delivery of an executed signature page of
this Amendment by facsimile or e-mail shall be as effective as delivery of a
manually executed signature page of this Amendment.  Any party hereto delivering an executed
counterpart of this Amendment by facsimile shall also deliver an originally
executed counterpart but the failure to so deliver a manually executed
counterpart shall not affect the validity, enforceability or binding effect
hereof.


 


(h)           This Amendment shall be solely for
the benefit of the parties hereto, and no other person or entity shall be a
third-party beneficiary hereof.


 


(i)            The specific terms of the Lease that
are amended and supplemented by this Amendment, shall he subject to the
confidentiality restrictions set forth in Section 23 of the MOU.  Notwithstanding the foregoing, each party
hereto acknowledges and agrees that the terms of this Amendment may be
summarized in the Subject Motion and in the Plan and the Disclosure Statement
accompanying the Plan (as such terms are defined in the MOU).


 


(j)            All of the Appendices and Schedules
attached to this Amendment are by this reference incorporated herein and made a
part of this Amendment as though, and with the same force and effect as if,
fully set forth herein.


 


(k)           This Amendment shall in all respects
be governed by, and construed in accordance with, the internal laws of the
State of California, United States of America (without regard to any conflict
of laws rule that might result in the application of the laws of any other
jurisdiction), including all matters of construction, validity and performance.


 


(l)            Lessee shall cause this Amendment,
so far as required or permitted by applicable law or regulation, to be kept,
filed, registered and recorded at all times in accordance with Article 12 of
the Lease and any other applicable provisions of the Operative Agreements.


 


(m)          This Amendment constitutes, on and as
of the date hereof, the full and entire understanding and agreement among the
parties hereto with regard to the subject matter hereof, and supersedes all
prior or contemporaneous understandings and agreements, whether written or
oral, between or among any of the parties hereto with respect to the subject
matter hereof.


 


(Signature Page Follows)


 


9





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their respective authorized officers or representatives as of the date first
written above.


 


	
  BCC EQUIPMENT LEASING
  CORPORATION,

  	
   

  
	
  as Lessor

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John A. Catron

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  HAWAIIAN AIRLINES, as
  Lessee

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joshua Gotbaum

  	
   

  	
   

  
	
  Title:

  	
  Trustee

  
					



 


10





















 


APPENDIX
A


 


AMENDMENTS
TO SCHEDULE “1”


 


(a)           Paragraph 1 of Schedule “1” to the
Lease is hereby amended by deleting the existing text thereof in its entirety and
inserting in lieu thereof the following:


 


““Scheduled Stipulated Loss Value” for the Aircraft
means, as of any date of computation, the amount corresponding to such date, as
set forth in Schedule “5” hereto.”


 


(b)           Paragraph 3 of Schedule “1” to the
Lease is hereby amended by deleting the existing text thereof in its entirety
and inserting in lieu thereof the following:


 


“Lessor and Lessee acknowledge that the amounts of
Basic Rent required to be paid by Lessee, as shown on Schedule “3” hereto, are
subject to adjustment pursuant to, and as set forth in, the Tax Indemnification
Agreement.”


 


(c)           Paragraph 4 of Schedule “1” to the
Lease is hereby amended by deleting the existing text thereof in its entirety
and inserting in lieu thereof the following:


 


Lessee shall, at all times from and after October 1,
2004, maintain on deposit with Lessor an amount in cash equal to two months of
Basic Rent at the then effective Basic Rent rate as shown on Schedule “3”
hereto, and Lessee shall deposit additional monies with Lessor on each date on
which the Basic Rent rate as shown on Schedule “3” [***].  Lessee acknowledges and agrees, however, that
if the amount of Basic Rent is increased in accordance with the Tax
Indemnification Agreement, the amount required to be maintained by Lessee on
deposit with Lessor under this paragraph 4 shall also increase commensurately
(that is, by an amount equal to twice the amount of any such increase in Basic
Rent) All such amounts deposited with Lessor shall be held by Lessor as
security for performance of Lessee’s obligations hereunder and under the
Companion Leases.  Upon full performance
by Lessee of all its obligations hereunder, and provided no Event or Event of
Default shall have occurred and be continuing, Lessor shall return the Security
Deposit to Lessee, without interest.


 


(d)           The first paragraph of Paragraph 5 of
Schedule “1” to the Lease is hereby amended by deleting the existing text of
clause (A) thereof in its entirety and inserting in lieu thereof the following:


 


“[***] for each Flight Hour accumulated on the
Airframe (the “Airframe Payments”), such payments to commence on or before May
15, 2005 and be payable for use of the Airframe occurring from and after April
1, 2005,”.


 










[***] Intentionally
omitted as containing confidential information, which has been filed separately
with the Securities and Exchange Commission.


 


11





















 


(e)           The first paragraph of Paragraph 5 of
Schedule “1” to the Lease is hereby fur-the] amended (i) by deleting, at the
end of clause (C) thereof, the word “and”, and (ii) by adding at the end
thereof and before the “.” the following words:


 


“, and (E) [***] for each Flight Hour accumulated on
the Landing Gear (the Landing Gear Payments”), such payments to commence on or
before May 15 2005 and be payable for use of the Landing Gear occurring from
and after April 1 2005,”“


 


(f)            The second paragraph of Paragraph 5
of Schedule “1” to the Lease is hereby amended by deleting the existing text in
its entirety and inserting, in lieu thereof, five new paragraphs as follows:


 


“Lessor and Lessee acknowledge and agree that the rate
per Flight Hour for the Airframe Payments ([***]/flight hour), and for Landing
Gear Payments ([***]/flight hour), as specified above, is based on the
assumptions that (1) the Aircraft is operating at approximately [***] Flight
Hours per year, and that consequently, the first 4C check for the Airframe will
not occur until approximately [***] years after its initial delivery to Lessee
and the first overhaul of the Landing Gear will not occur until approximately [***]
years after the initial delivery of the Aircraft to Lessee, and (2) the cost of
the first 4C check should be approximately [***], and the cost of the first
overhaul of the landing gear should be approximately [***].  The parties further acknowledge that the cost
of the subsequent 4C checks for the Airframe and of the subsequent Landing Gear
Overhauls should be materially higher than these amounts.  Accordingly, Lessor and Lessee agree (without
limiting the provisions of the second and third paragraphs of Section (i) of
Article 5(d)) to review and adjust, as necessary, the maintenance reserve
amounts per Flight Hour for these items at such time as (1), the parties
reasonably determine that the costs of such initial 4C check for the Airframe
or such initial Landing Gear Overhaul will be materially higher than the
estimates specified above, or (2) the initial 4C check for the Airframe and the
initial Landing Gear Overhaul, as the case may be, are accomplished.


 


[***]


 


12





















 


Lessee has advised Lessor that Lessee has entered into
one or more “power by the hour” maintenance agreements for the Engines and APU
with one or more engine and auxiliary power unit maintenance providers (which
may be the Engine manufacturer and the manufacturer of the APU, but, in any
event, shall b Approved Maintenance Performers) and may enter into one or more “power
by the hour” maintenance agreements for the Landing Gear with one or more
maintenance providers (which may be the Landing Gear manufacturer, but in any
event, shall be Approved Maintenance Performers).  Lessee has requested Lessor to waive Lessee’s
obligation to pay Performance Restoration Payments, Engine Life-Limited Parts
Payments, APU Payments and Landing Gear Payments (if subject to a power by the
hour agreement) for so long as such “power by the hour maintenance agreements
for the Engines, the APU and the Landing Gear respectively, are in force and
effect; and Lessor is willing to do [***].


 


(g)           Schedule
“1” to the Lease is hereby amended by adding at the end thereof a new paragraph
9 as follows:


 


“9.           If
and for so long as the Lessor, or any of its Affiliates, is and continues to be
the Lessor, then Article 14 of the Lease Agreement is herd deemed to be further
amended by (1) deleting, at the end of clause (k) thereof, the word “or”, (2)
by deleting, at the end of clause (1) thereof, the “.” and inserting, in lieu
thereof, the words “, or”, and (3) by adding a new clause (m) reading as follows:


 


“(m)        The “Joint
Plan Of Joshua Gotbaum as chapter 11 trustee for Hawaiian Airlines, Inc., The
Official Committee of Unsecured Creditors, Hawaiian Holdings, Inc. And RC
Aviation, LLC, Dated As C August 30, 2004” (as amended, the “Plan”), fails to
provide for the affirmation of certain of Lessee’s obligations and liabilities
as set forth paragraph (f) of Section 2 of that certain Memorandum of
Understanding, dated as of September 15, 2004 (the “MOU”), among, inter alios, Lessor and Lessee; or the Plan at any time
provides for the rejection of this Leaf Agreement or any of the Companion
Leases (and as such leases are amended pursuant to separate agreements entered contemporaneously
herewith as contemplated in the MOU).”


 


13





















 


APPENDIX
B


 


AMENDMENTS
TO TAX INDEMNIFICATION AGREEMENT


 


(a)           Section 2.7(a) of the Existing Tax
Indemnity Agreement is hereby amended by deleting such clause (a) in its
entirety and replacing it with the following phrase:


 


“(a) Basic Rent at the times and in the amounts as
allocated pursuant to Article 3(b)(i) of the Lease,”


 


(b)           Section 3.10 of the Existing Tax
Indemnity Agreement is hereby amended by adding, at the end thereof and before
the “.”, the following words:


 


“; provided that, with respect to Inclusion Events
arising as a result of the application of Section 467 of the Code, this
representation and warranty shall apply only to Inclusion Events arising prior
to, or in respect of any period prior to, the Section 467 Effective Date (other
than any such Inclusion Events resulting from that certain “Amendment No. 2 to
Lease Agreement (33466) and Related Amendments”, dated as of October 1, 2004,
between Lessor and Lessee”).”


 


(c)           Sections 5.3 and 5.4 of the Existing
Tax Indemnity Agreement is hereby amended by adding a new paragraph following
the end of each such section that shall read as follows:


 


“All adjustments (1) shall be made so as to avoid
characterization of the Lease as a “disqualified leaseback or long-term
agreement” within the meaning of Code § 467 and Treasury Regulations
thereunder, and (2) shall be in compliance with the requirements of § 4.01 and
§ 4.06 of Revenue Procedure 2001-28 and § 4.02(5) and § 4.07 of Revenue
Procedure 2001-29.”


 


(d)           Section 7(n) of the Existing Tax
indemnity Agreement is hereby amended by adding, at the end thereof and before
the “;”, the following words:


 


“or the entering into by the parties thereto of that
certain “Amendment No, 2 to Lease Agreement (33466) and Related Amendments”,
dated as of October 1, 2004, between Lessor and Lessee”


 





















 


Schedule
3

Basic Rent Payments

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


BASIC
RENT PAYMENTS


 


	
  Payment Date

  	
   

  	
  Basic Rent Payment

  
	
   

  	
   

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  
	
  November 1, 2004

  	
   

  	
  [***]

  
	
  December 1, 2004

  	
   

  	
  [***]

  
	
  January 1, 2005

  	
   

  	
  [***]

  
	
  February 1, 2005

  	
   

  	
  [***]

  
	
  March 1, 2005

  	
   

  	
  [***]

  
	
  April 1, 2005

  	
   

  	
  [***]

  
	
  May 1, 2005

  	
   

  	
  [***]

  
	
  June 1, 2005

  	
   

  	
  [***]

  
	
  July 1, 2005

  	
   

  	
  [***]

  
	
  August 1, 2005

  	
   

  	
  [***]

  
	
  September 1, 2005

  	
   

  	
  [***]

  
	
  October 1, 2005

  	
   

  	
  [***]

  
	
  November 1, 2005

  	
   

  	
  [***]

  
	
  December 1, 2005

  	
   

  	
  [***]

  
	
  January 1, 2006

  	
   

  	
  [***]

  
	
  February 1, 2006

  	
   

  	
  [***]

  
	
  March 1, 2006

  	
   

  	
  [***]

  
	
  April 1, 2006

  	
   

  	
  [***]

  
	
  May 1, 2006

  	
   

  	
  [***]

  
	
  June 1, 2006

  	
   

  	
  [***]

  
	
  July 1, 2006

  	
   

  	
  [***]

  
	
  August 1, 2006

  	
   

  	
  [***]

  
	
  September 1, 2006

  	
   

  	
  [***]

  
	
  October 1, 2006

  	
   

  	
  [***]

  
	
  November 1, 2006

  	
   

  	
  [***]

  
	
  December 1, 2006

  	
   

  	
  [***]

  
	
  January 1, 2007.

  	
   

  	
  [***]

  
	
  February 1, 2007

  	
   

  	
  [***]

  
	
  March 1, 2007

  	
   

  	
  [***]

  
	
  April 1, 2007

  	
   

  	
  [***]

  
	
  May 1, 2007

  	
   

  	
  [***]

  
	
  June 1, 2007

  	
   

  	
  [***]

  
	
  July 1, 2007

  	
   

  	
  [***]

  
	
  August 1, 2007

  	
   

  	
  [***]

  
	
  September 1, 2007

  	
   

  	
  [***]

  
	
  October 1, 2007

  	
   

  	
  [***]

  
	
  November 1, 2007

  	
   

  	
  [***]

  
	
  December 1, 2007

  	
   

  	
  [***]

  
	
  January 1, 2008

  	
   

  	
  [***]

  
	
  February 1, 2008

  	
   

  	
  [***]

  
	
  March 1, 2608

  	
   

  	
  [***]

  











[***] Intentionally
omitted as containing confidential information, which has been filed separately
with the Securities and Exchange Commission.


 





















 


Schedule
3

Bas1c Rent Payments

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


BASIC
RENT PAYMENTS


 


	
  Payment Date

  	
   

  	
  Basic Rent Payment

  
	
   

  	
   

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  
	
  June 1, 2008

  	
   

  	
  [***]

  
	
  July 1, 2008

  	
   

  	
  [***]

  
	
  August 1, 2008

  	
   

  	
  [***]

  
	
  September 1, 2008

  	
   

  	
  [***]

  
	
  October 1, 2008

  	
   

  	
  [***]

  
	
  November 1, 2008

  	
   

  	
  [***]

  
	
  December 1, 2008

  	
   

  	
  [***]

  
	
  January 1, 2009

  	
   

  	
  [***]

  
	
  February 1, 2009

  	
   

  	
  [***]

  
	
  March 1, 2009

  	
   

  	
  [***]

  
	
  April 1, 2009

  	
   

  	
  [***]

  
	
  May 1, 2009

  	
   

  	
  [***]

  
	
  June 1, 2009

  	
   

  	
  [***]

  
	
  July 1, 2009

  	
   

  	
  [***]

  
	
  August 1, 2009

  	
   

  	
  [***]

  
	
  September 1, 2009

  	
   

  	
  [***]

  
	
  October 1, 2009

  	
   

  	
  [***]

  
	
  November 1, 2009

  	
   

  	
  [***]

  
	
  December 1, 2009

  	
   

  	
  [***]

  
	
  January 1, 2010

  	
   

  	
  [***]

  
	
  February 1, 2010

  	
   

  	
  [***]

  
	
  March 1, 2010

  	
   

  	
  [***]

  
	
  April 1, 2010

  	
   

  	
  [***]

  
	
  May 1, 2010

  	
   

  	
  [***]

  
	
  June 1, 2010

  	
   

  	
  [***]

  
	
  July 1, 2010

  	
   

  	
  [***]

  
	
  August 1, 2010

  	
   

  	
  [***]

  
	
  September 1, 2010

  	
   

  	
  [***]

  
	
  October 1, 2010

  	
   

  	
  [***]

  
	
  November 1, 2010

  	
   

  	
  [***]

  
	
  December 1, 2010

  	
   

  	
  [***]

  
	
  January 1, 2011

  	
   

  	
  [***]

  
	
  February 1, 2011

  	
   

  	
  [***]

  
	
  March 1, 2011

  	
   

  	
  [***]

  
	
  April 1, 2011

  	
   

  	
  [***]

  
	
  May 1, 2011

  	
   

  	
  [***]

  
	
  June 1, 2011

  	
   

  	
  [***]

  
	
  July 1, 2011

  	
   

  	
  [***]

  
	
  August 1, 2011

  	
   

  	
  [***]

  
	
  September 1, 2011

  	
   

  	
  [***]

  
	
  October 1, 2011

  	
   

  	
  [***]

  



 





















 


Schedule
3

Basic Rent Payments

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


BASIC
RENT PAYMENTS


 


	
  Payment Date

  	
   

  	
  Basic Rent Payment

  
	
   

  	
   

  	
   

  
	
  December 1, 2011

  	
   

  	
   

  
	
  January 1, 2012

  	
   

  	
  [***]

  
	
  February 1, 2012

  	
   

  	
  [***]

  
	
  March 1, 2012

  	
   

  	
  [***]

  
	
  April 1, 2012

  	
   

  	
  [***]

  
	
  May 1, 2012

  	
   

  	
  [***]

  
	
  June 1, 2012

  	
   

  	
  [***]

  
	
  July 1, 2012

  	
   

  	
  [***]

  
	
  August 1, 2012

  	
   

  	
  [***]

  
	
  September 1, 2012

  	
   

  	
  [***]

  
	
  October 1, 2012

  	
   

  	
  [***]

  
	
  November 1, 2012

  	
   

  	
  [***]

  
	
  December 1, 2012

  	
   

  	
  [***]

  
	
  January 1, 2013

  	
   

  	
  [***]

  
	
  February 1, 2013

  	
   

  	
  [***]

  
	
  March 1, 2013

  	
   

  	
  [***]

  
	
  April 1, 2013

  	
   

  	
  [***]

  
	
  May 1, 2013

  	
   

  	
  [***]

  
	
  June 1, 2013

  	
   

  	
  [***]

  
	
  July 1, 2013

  	
   

  	
  [***]

  
	
  August 1, 2013

  	
   

  	
  [***]

  
	
  September 1, 2013

  	
   

  	
  [***]

  
	
  October 1, 2013

  	
   

  	
  [***]

  
	
  November 1, 2013

  	
   

  	
  [***]

  
	
  December 1, 2013

  	
   

  	
  [***]

  
	
  January 1, 2014

  	
   

  	
  [***]

  
	
  February 1, 2014

  	
   

  	
  [***]

  
	
  March 1, 2014

  	
   

  	
  [***]

  
	
  April 1, 2014

  	
   

  	
  [***]

  
	
  May 1, 2014

  	
   

  	
  [***]

  
	
  June 1, 2014

  	
   

  	
  [***]

  
	
  July 1, 2014

  	
   

  	
  [***]

  
	
  August 1, 2014

  	
   

  	
  [***]

  
	
  September 1, 2014

  	
   

  	
  [***]

  
	
  October 1, 2014

  	
   

  	
  [***]

  
	
  November 1, 2014

  	
   

  	
  [***]

  
	
  December 1, 2014

  	
   

  	
  [***]

  
	
  January 1, 2015

  	
   

  	
  [***]

  
	
  February 1, 2015

  	
   

  	
  [***]

  
	
  March 1, 2015

  	
   

  	
  [***]

  
	
  April 1, 2015

  	
   

  	
  [***]

  
	
  May 1, 2015

  	
   

  	
  [***]

  



 





















 


Schedule
3

Basic Rent Payments

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


BASIC
RENT PAYMENTS


 


	
  Payment Date

  	
   

  	
  Basic Rent Payment

  
	
   

  	
   

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  
	
  August 1, 2015

  	
   

  	
  [***]

  
	
  September 1, 2015

  	
   

  	
  [***]

  
	
  October 1, 2015

  	
   

  	
  [***]

  
	
  November 1, 2015

  	
   

  	
  [***]

  
	
  December 1, 2015

  	
   

  	
  [***]

  
	
  January 1, 2016

  	
   

  	
  [***]

  
	
  February 1, 2016

  	
   

  	
  [***]

  
	
  March 1, 2016

  	
   

  	
  [***]

  
	
  April 1, 2016

  	
   

  	
  [***]

  
	
  May 1, 2016

  	
   

  	
  [***]

  
	
  June 1, 2016

  	
   

  	
  [***]

  
	
  July 1, 2016

  	
   

  	
  [***]

  
	
  August 1, 2016

  	
   

  	
  [***]

  
	
  September 1, 2016

  	
   

  	
  [***]

  
	
  October 1, 2016

  	
   

  	
  [***]

  
	
  November 1, 2016

  	
   

  	
  [***]

  
	
  December 1, 2016

  	
   

  	
  [***]

  
	
  January 1, 2017

  	
   

  	
  [***]

  
	
  February 1, 2017

  	
   

  	
  [***]

  
	
  March 1, 2017

  	
   

  	
  [***]

  
	
  April 1, 2017

  	
   

  	
  [***]

  
	
  May 1, 2017

  	
   

  	
  [***]

  
	
  June 1, 2017

  	
   

  	
  [***]

  
	
  July 1, 2017

  	
   

  	
  [***]

  
	
  August 1, 2017

  	
   

  	
  [***]

  
	
  September 1, 2017

  	
   

  	
  [***]

  
	
  October 1, 2017

  	
   

  	
  [***]

  
	
  November 1, 2017

  	
   

  	
  [***]

  
	
  December 1, 2017

  	
   

  	
  [***]

  
	
  January 1, 2018

  	
   

  	
  [***]

  
	
  February 1, 2018

  	
   

  	
  [***]

  
	
  March 1, 2018

  	
   

  	
  [***]

  
	
  April 1, 2018

  	
   

  	
  [***]

  
	
  May 1, 2018

  	
   

  	
  [***]

  
	
  June 1, 2018

  	
   

  	
  [***]

  
	
  July 1, 2018

  	
   

  	
  [***]

  
	
  August 1, 2018

  	
   

  	
  [***]

  
	
  September 1, 2018

  	
   

  	
  [***]

  
	
  October 1, 2018

  	
   

  	
  [***]

  
	
  November 1, 2018

  	
   

  	
  [***]

  
	
  December 1, 2018

  	
   

  	
  [***]

  



 





















 


Schedule
3

Basic Rent Payments

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


BASIC
RENT PAYMENTS


 


	
  Payment Date

  	
   

  	
  Basic Rent Payment

  
	
   

  	
   

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  
	
  March 1, 2019

  	
   

  	
  [***]

  
	
  April 1, 2019

  	
   

  	
  [***]

  
	
  May 1, 2019

  	
   

  	
  [***]

  
	
  June 1, 2019

  	
   

  	
  [***]

  
	
  July 1, 2019

  	
   

  	
  [***]

  
	
  August 1, 2019

  	
   

  	
  [***]

  
	
  September 1, 2019

  	
   

  	
  [***]

  
	
  October 1, 2019

  	
   

  	
  [***]

  
	
  November 1, 2019

  	
   

  	
  [***]

  
	
  December 1, 2019

  	
   

  	
  [***]

  
	
  January 1, 2020

  	
   

  	
  [***]

  
	
  February 1, 2020

  	
   

  	
  [***]

  
	
  March 1, 2020

  	
   

  	
  [***]

  
	
  April 1, 2020

  	
   

  	
  [***]

  
	
  May 1, 2020

  	
   

  	
  [***]

  
	
  June 1, 2020

  	
   

  	
  [***]

  
	
  July 1, 2020

  	
   

  	
  [***]

  
	
  August 1, 2020

  	
   

  	
  [***]

  
	
  September 1, 2020

  	
   

  	
  [***]

  
	
  October 1, 2020

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  [***]

  



 





















 


Schedule
4

Allocated Rent

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


	
  Payment Date

  	
   

  	
  Rent Allocable for Period From and

  Including Last Preceding Payment Date

  Through and Excluding Specified Date

  
	
   

  	
   

  	
   

  
	
  October 1, 2004

  	
   

  	
  [***]

  
	
  November 1, 2004

  	
   

  	
  [***]

  
	
  December 1, 2004

  	
   

  	
  [***]

  
	
  January 1, 2005

  	
   

  	
  [***]

  
	
  February 1, 2005

  	
   

  	
  [***]

  
	
  March 1, 2005

  	
   

  	
  [***]

  
	
  April 1, 2005

  	
   

  	
  [***]

  
	
  May 1, 2005

  	
   

  	
  [***]

  
	
  June 1, 2005

  	
   

  	
  [***]

  
	
  July 1, 2005

  	
   

  	
  [***]

  
	
  August 1, 2005

  	
   

  	
  [***]

  
	
  September 1, 2005

  	
   

  	
  [***]

  
	
  October 1, 2005

  	
   

  	
  [***]

  
	
  November 1, 2005

  	
   

  	
  [***]

  
	
  December 1, 2005

  	
   

  	
  [***]

  
	
  January 1, 2006

  	
   

  	
  [***]

  
	
  February 1, 2006

  	
   

  	
  [***]

  
	
  March 1, 2006

  	
   

  	
  [***]

  
	
  April 1, 2006

  	
   

  	
  [***]

  
	
  May 1, 2006

  	
   

  	
  [***]

  
	
  June 1, 2006

  	
   

  	
  [***]

  
	
  July 1, 2006

  	
   

  	
  [***]

  
	
  August 1,2006

  	
   

  	
  [***]

  
	
  September 1, 2006

  	
   

  	
  [***]

  
	
  October 1, 2006

  	
   

  	
  [***]

  
	
  November 1, 2006

  	
   

  	
  [***]

  
	
  December 1, 2006

  	
   

  	
  [***]

  
	
  January 1, 2007

  	
   

  	
  [***]

  
	
  February 1, 2007

  	
   

  	
  [***]

  
	
  March 1, 2007

  	
   

  	
  [***]

  
	
  April 1, 2007

  	
   

  	
  [***]

  
	
  May 1, 2007

  	
   

  	
  [***]

  
	
  June 1, 2007

  	
   

  	
  [***]

  
	
  July 1, 2007

  	
   

  	
  [***]

  
	
  August 1, 2007

  	
   

  	
  [***]

  
	
  September 1, 2007

  	
   

  	
  [***]

  
	
  October 1, 2007

  	
   

  	
  [***]

  
	
  November 1, 2007

  	
   

  	
  [***]

  
	
  December 1, 2007

  	
   

  	
  [***]

  
	
  January 1, 2008

  	
   

  	
  [***]

  
	
  February 1, 2008

  	
   

  	
  [***]

  
	
  March 1, 2008

  	
   

  	
  [***]

  











[***] Intentionally
omitted as containing confidential information, which has been filed separately
with the Securities and Exchange Commission.


 





















 


Schedule
4

Allocated Rent

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


	
  Payment Date

  	
   

  	
  Rent Allocable for Period From and

  Including Last Preceding Payment Date

  Through and Excluding Specified Date

  
	
   

  	
   

  	
   

  
	
  May 1, 2008

  	
   

  	
  [***]

  
	
  June 1, 2008

  	
   

  	
  [***]

  
	
  July 1, 2008

  	
   

  	
  [***]

  
	
  August 1, 2008

  	
   

  	
  [***]

  
	
  September 1, 2008

  	
   

  	
  [***]

  
	
  October 1, 2008

  	
   

  	
  [***]

  
	
  November 1, 2008

  	
   

  	
  [***]

  
	
  December 1, 2008

  	
   

  	
  [***]

  
	
  January 1, 2009

  	
   

  	
  [***]

  
	
  February 1, 2009

  	
   

  	
  [***]

  
	
  March 1, 2009

  	
   

  	
  [***]

  
	
  April 1, 2009

  	
   

  	
  [***]

  
	
  May 1, 2009

  	
   

  	
  [***]

  
	
  June 1, 2009

  	
   

  	
  [***]

  
	
  July 1, 2009

  	
   

  	
  [***]

  
	
  August 1, 2009

  	
   

  	
  [***]

  
	
  September 1, 2009

  	
   

  	
  [***]

  
	
  October 1, 2009

  	
   

  	
  [***]

  
	
  November 1, 2009

  	
   

  	
  [***]

  
	
  December 1, 2009

  	
   

  	
  [***]

  
	
  January 1, 2010

  	
   

  	
  [***]

  
	
  February 1, 2010

  	
   

  	
  [***]

  
	
  March 1, 2010

  	
   

  	
  [***]

  
	
  April 1, 2010

  	
   

  	
  [***]

  
	
  May 1, 2010

  	
   

  	
  [***]

  
	
  June 1, 2020

  	
   

  	
  [***]

  
	
  July 1, 2010

  	
   

  	
  [***]

  
	
  August 1, 2010

  	
   

  	
  [***]

  
	
  September /, 2010

  	
   

  	
  [***]

  
	
  October 1, 2010

  	
   

  	
  [***]

  
	
  November 1, 2010

  	
   

  	
  [***]

  
	
  December 1, 2010

  	
   

  	
  [***]

  
	
  January 1, 2011

  	
   

  	
  [***]

  
	
  February 1, 2011

  	
   

  	
  [***]

  
	
  March 1, 2011

  	
   

  	
  [***]

  
	
  April 1, 2011

  	
   

  	
  [***]

  
	
  May 1, 2011

  	
   

  	
  [***]

  
	
  June 1, 2011

  	
   

  	
  [***]

  
	
  July 1, 2011

  	
   

  	
  [***]

  
	
  August 1, 2011

  	
   

  	
  [***]

  
	
  September 1, 2011

  	
   

  	
  [***]

  
	
  October 1, 2011

  	
   

  	
  [***]

  



 





















 


Schedule
4

Allocated Rent

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


	
  Payment Date

  	
   

  	
  Rent Allocable for Period From and

  Including Last Preceding Payment Date

  Through and Excluding Specified Date

  
	
   

  	
   

  	
   

  
	
  December 1, 2011

  	
   

  	
  [***]

  
	
  January 1, 2012

  	
   

  	
  [***]

  
	
  February 1, 2012

  	
   

  	
  [***]

  
	
  March 1, 2012

  	
   

  	
  [***]

  
	
  April 1, 2012

  	
   

  	
  [***]

  
	
  May 1, 2012

  	
   

  	
  [***]

  
	
  June 1, 2012

  	
   

  	
  [***]

  
	
  July 1, 2012

  	
   

  	
  [***]

  
	
  August 1, 2012

  	
   

  	
  [***]

  
	
  September 3, 2012

  	
   

  	
  [***]

  
	
  October 1, 2012

  	
   

  	
  [***]

  
	
  November 1, 2012

  	
   

  	
  [***]

  
	
  December 1, 2012

  	
   

  	
  [***]

  
	
  January 1, 2013

  	
   

  	
  [***]

  
	
  February 1, 2013

  	
   

  	
  [***]

  
	
  March 1, 2013

  	
   

  	
  [***]

  
	
  April 1, 2013

  	
   

  	
  [***]

  
	
  May 1, 2013

  	
   

  	
  [***]

  
	
  June 1, 2013

  	
   

  	
  [***]

  
	
  July 1, 2013

  	
   

  	
  [***]

  
	
  August 1, 2013

  	
   

  	
  [***]

  
	
  September 1, 2013

  	
   

  	
  [***]

  
	
  October 1, 2013

  	
   

  	
  [***]

  
	
  November 1, 2013

  	
   

  	
  [***]

  
	
  December 1, 2013

  	
   

  	
  [***]

  
	
  January 1, 2014

  	
   

  	
  [***]

  
	
  February 1, 2014

  	
   

  	
  [***]

  
	
  March 1, 2014

  	
   

  	
  [***]

  
	
  April 1, 2014

  	
   

  	
  [***]

  
	
  May 1, 2014

  	
   

  	
  [***]

  
	
  June 1, 2014

  	
   

  	
  [***]

  
	
  July 1, 2014

  	
   

  	
  [***]

  
	
  August 1, 2014

  	
   

  	
  [***]

  
	
  September 1, 2014

  	
   

  	
  [***]

  
	
  October 1, 2014

  	
   

  	
  [***]

  
	
  November 1, 2014

  	
   

  	
  [***]

  
	
  December 1, 2014

  	
   

  	
  [***]

  
	
  January 1, 2015

  	
   

  	
  [***]

  
	
  February 1, 2015

  	
   

  	
  [***]

  
	
  March 1, 2015

  	
   

  	
  [***]

  
	
  April 1, 2015

  	
   

  	
  [***]

  
	
  May 1, 2015

  	
   

  	
  [***]

  



 





















 


Schedule
4

Allocated Rent

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


	
  Payment Date

  	
   

  	
  Rent Allocable for Period From and

  Including Last Preceding Payment Date

  Through and Excluding Specified Date

  
	
   

  	
   

  	
   

  
	
  July 1, 2015

  	
   

  	
  [***]

  
	
  August 1, 2015

  	
   

  	
  [***]

  
	
  September 1, 2015

  	
   

  	
  [***]

  
	
  October 1, 2015

  	
   

  	
  [***]

  
	
  November 1, 2015

  	
   

  	
  [***]

  
	
  December 1, 2015

  	
   

  	
  [***]

  
	
  January 1, 2016

  	
   

  	
  [***]

  
	
  February 1, 2016

  	
   

  	
  [***]

  
	
  March 1, 2016

  	
   

  	
  [***]

  
	
  April 1, 2016

  	
   

  	
  [***]

  
	
  May 1, 2016

  	
   

  	
  [***]

  
	
  June 1, 2016

  	
   

  	
  [***]

  
	
  July 1, 2016

  	
   

  	
  [***]

  
	
  August 1, 2016

  	
   

  	
  [***]

  
	
  September 1, 2016

  	
   

  	
  [***]

  
	
  October 1, 2016

  	
   

  	
  [***]

  
	
  November 1, 2016

  	
   

  	
  [***]

  
	
  December 1, 2016

  	
   

  	
  [***]

  
	
  January 1, 2017

  	
   

  	
  [***]

  
	
  February 1, 2017

  	
   

  	
  [***]

  
	
  March 1, 2017

  	
   

  	
  [***]

  
	
  April 1, 2017

  	
   

  	
  [***]

  
	
  May 1, 2017

  	
   

  	
  [***]

  
	
  June 1, 2017

  	
   

  	
  [***]

  
	
  July 1, 2017

  	
   

  	
  [***]

  
	
  August 1, 2017

  	
   

  	
  [***]

  
	
  September 1, 2017

  	
   

  	
  [***]

  
	
  October 1, 2017

  	
   

  	
  [***]

  
	
  November 1, 2017

  	
   

  	
  [***]

  
	
  December 1, 2017

  	
   

  	
  [***]

  
	
  January 1, 2018

  	
   

  	
  [***]

  
	
  February 1, 2018

  	
   

  	
  [***]

  
	
  March 1, 2018

  	
   

  	
  [***]

  
	
  April 1, 2018

  	
   

  	
  [***]

  
	
  May 1, 2018

  	
   

  	
  [***]

  
	
  June 1, 2018

  	
   

  	
  [***]

  
	
  July 1, 2018

  	
   

  	
  [***]

  
	
  August 1, 2018

  	
   

  	
  [***]

  
	
  September 1, 2018

  	
   

  	
  [***]

  
	
  October 1, 2018

  	
   

  	
  [***]

  
	
  November 1, 2018

  	
   

  	
  [***]

  
	
  December 1, 2018

  	
   

  	
  [***]

  



 





















 


Schedule
4

Allocated Rent

AMENDMENT NO. 1

TO LEASE AGREEMENT N588HA


 


	
  Payment Date

  	
   

  	
  Rent Allocable for Period From and

  Including Last Preceding Payment

  Date Through and Excluding Specified

  Date

  
	
   

  	
   

  	
   

  
	
  February 1, 2019

  	
   

  	
  [***]

  
	
  March 1, 2019

  	
   

  	
  [***]

  
	
  April 1, 2019

  	
   

  	
  [***]

  
	
  May 1, 2019

  	
   

  	
  [***]

  
	
  June 1, 2019

  	
   

  	
  [***]

  
	
  July 1, 2019

  	
   

  	
  [***]

  
	
  August 3, 2019

  	
   

  	
  [***]

  
	
  September 1, 2019

  	
   

  	
  [***]

  
	
  October 1, 2019

  	
   

  	
  [***]

  
	
  November 1, 2019

  	
   

  	
  [***]

  
	
  December 1, 2019

  	
   

  	
  [***]

  
	
  January 1, 2020

  	
   

  	
  [***]

  
	
  February 1, 2020

  	
   

  	
  [***]

  
	
  March 1, 2020

  	
   

  	
  [***]

  
	
  April 1, 2020

  	
   

  	
  [***]

  
	
  May 1, 2020

  	
   

  	
  [***]

  
	
  June 1, 2020

  	
   

  	
  [***]

  
	
  July 1, 2020

  	
   

  	
  [***]

  
	
  August 1, 2020

  	
   

  	
  [***]

  
	
  September 1, 2020

  	
   

  	
  [***]

  
	
  October 1, 2020

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  [***]

  



 





















 


SCHEDULE
5


 


1.             “Scheduled Stipulated Loss Value”
for the Aircraft means:  (i) as of any
date of computation for events occurring prior to the [***] anniversary of the
Delivery Date, [***], (ii) as of any date of computation for events occurring
on or after the [***] anniversary of the Delivery Date but prior to the [***]
anniversary of the Delivery Date [***], (iii) as of any date of computation for
events occurring on or after the [***] anniversary of the Delivery Date but
prior to the [***] anniversary of the Delivery Date, [***], (iv) as of any date
of computation for events occurring on or after the [***] anniversary of the
Delivery Date but prior to the [***] anniversary of the Delivery Date, [***],
(v) as of any date of computation for events occurring on or after the [***]
anniversary of the Delivery Date but prior to the [***] anniversary of the
Delivery Date, [***], (vi) as of any date of computation for events occurring
on or after the [***] anniversary of the Delivery Date but prior to the [***]anniversary
of the Delivery Date, [***], (vii) as of any date of computation for events
occurring on or after the [***] anniversary of the Delivery Date but prior to
the [***] anniversary of the Delivery Date, [***], (viii) as of any date of
computation for events occurring on or after the [***] anniversary of the
Delivery Date but prior to the [***] anniversary of the Delivery Date, [***],
(ix) as of any date of computation for events occurring on or after the [***]
anniversary of the Delivery Date but prior to the [***] anniversary of the
Delivery Date, [***], (x) as of any date of computation for events occurring on
or after the [***] anniversary of the Delivery Date but prior to the [***]
anniversary of the Delivery Date, [***], (xi) as of any date of computation for
events occurring on or after the [***] anniversary of the Delivery Date but
prior to the [***] anniversary of the Delivery Date, [***], (xii) as of any
date of computation for events occurring on or after the [***] anniversary of
the Delivery Date but prior to the [***] anniversary of the Delivery Date, [***],
(xiii) as of any date of computation for events occurring on or after the [***]
anniversary of the Delivery Date but prior to the [***] anniversary of the
Delivery Date, [***], and (xiv) as of any date of computation for events
occurring on or after the [***] anniversary of the Delivery Date, [***].  “Scheduled Stipulated Loss Value” for an
Engine, as of any date of determination, means [***] (when Scheduled Stipulated
Loss Value is not being determined for the Aircraft).


 










[***] Intentionally
omitted as containing confidential information, which has been filed separately
with the Securities and Exchange Commission.