Exhibit 10.47


 


Rolls-Royce


General Terms Agreement — Proprietary Data


 


General Terms


 


 


***
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


 


GENERAL TERMS AGREEMENT


 


BETWEEN


 


ROLLS-ROYCE PLC


 


AND


 


ROLLS-ROYCE TOTALCARE SERVICES LIMITED


 


AND


 


HAWAIIAN AIRLINES, INC.


 


FOR TRENT 772B ENGINES


 


 


	
  

  	
  Contract
  Reference - DEG 5327

  



 


©2008
Rolls-Royce plc


The
information in this document is the property of Rolls-Royce plc and may not be
copied, or communicated to a third party, or used, for any purpose other than
for which it is supplied without the express written consent of Rolls-Royce plc


 






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General
Terms Agreement – Proprietary Data


 


General
Terms


 


TABLE OF CONTENTS


 


	
  SECTION 1

  	
  GENERAL TERMS

  	
  4

  
	
  1

  	
  DEFINITIONS

  	
  4

  
	
  2

  	
  SCOPE OF AGREEMENT

  	
  10

  
	
  3

  	
  PURCHASE ORDERS

  	
  10

  
	
  4

  	
  DELIVERY

  	
  11

  
	
  5

  	
  PRICES

  	
  11

  
	
  6

  	
  PAYMENT

  	
  11

  
	
  7

  	
  TAXES AND OTHER CHARGES

  	
  12

  
	
  8

  	
  DELAY

  	
  13

  
	
  9

  	
  EVENTS OF DEFAULT AND
  TERMINATION

  	
  14

  
	
  10

  	
  NON DISCLOSURE

  	
  16

  
	
  11

  	
  INTELLECTUAL PROPERTY RIGHTS

  	
  17

  
	
  12

  	
  GRANT OF WARRANTIES AND
  LIMITATION OF LIABILITY

  	
  18

  
	
  13

  	
  OCCUPIER’S LIABILITY

  	
  19

  
	
  14

  	
  GENERAL

  	
  19

  
	
  15

  	
  EXPORT/IMPORT SHIPMENT AND
  GOVERNMENT AUTHORISATION

  	
  25

  
	
  16

  	
  CONFLICT

  	
  25

  
	
  SECTION 2

  	
  EXHIBITS

  	
  27

  
	
  EXHIBIT A

  	
  AIRCRAFT DELIVERY SCHEDULE

  	
  28

  
	
  EXHIBIT B

  	
  OPERATING ASSUMPTIONS

  	
  29

  
	
  EXHIBIT C

  	
  WARRANTIES

  	
  30

  
	
  EXHIBIT D

  	
  CUSTOMER SERVICES

  	
  31

  
	
  EXHIBIT E-1

  	
  FLEET PROVISIONING SUPPORT —
  SPARE ENGINE PURCHASE

  	
  34

  
	
  EXHIBIT E-2

  	
  FLEET PROVISIONING SUPPORT -
  SPARE PARTS TERMS

  	
  38

  
	
  [...***...]

  	
   

  	
   

  
	
  EXHIBIT G

  	
  TOTALCARE PROVISION

  	
  42

  
	
  EXHIBIT H

  	
  LIST OF TRENT 700 MANUALS

  	
  59

  
	
  EXHIBIT I

  	
  [...***...]

  	
  60

  
	
  [...***...]

  	
   

  	
   

  



 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


General Terms


 


THIS AGREEMENT IS MADE THIS 27TH
DAY OF OCTOBER, 2008 (THE “EFFECTIVE DATE”)


 


BETWEEN:


 


1                      Rolls-Royce plc. a company incorporated in England and Wales
(company number 1003142) whose registered office is at 65 Buckingham Gate,
London, SW1E 6AT; and


 


Rolls-Royce TotalCare Services Limited a company incorporated in England and Wales
whose registered office is at Moor Lane, Derby, DE24 8BJ


 


(together  “Rolls-Royce”); and


 


2                     Hawaiian Airlines, Inc. whose registered office or principal place
of business is at 3375 Koapaka Street, Suite G350, Honolulu, Hawaii 96819,
USA (“Hawaiian”)


 


Hawaiian
or Rolls-Royce are each a “Party”
or collectively the “Parties”.


 


WHEREAS:


 


A.                                   Hawaiian has entered into an agreement with
Airframer for the purchase of new Rolls-Royce powered Firm Aircraft and the
option for Purchase Right Aircraft (each as defined below),


 


B.                                     Hawaiian may enter into lease agreements for
Leased Aircraft (as defined below), and


 


C.                                     Hawaiian and Rolls-Royce wish to enter into
this Agreement for the sale by Rolls-Royce, and the purchase by Hawaiian from
Rolls-Royce, of Products and Services (each as defined below).


 


NOW THEREFORE IT IS AGREED AS FOLLOWS:


 






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General Terms


 


SECTION 1          GENERAL TERMS


 


1              DEFINITIONS


 


The
following words and phrases, when used in this Agreement (including in the
recitals), shall have the meaning and definition set forth.  All other words and phrases as defined in the
Manuals shall also apply.  Should the definitions
used in this Agreement differ from the definitions contained in the Manuals,
the definitions used in this Agreement shall take precedence for the purpose of
this Agreement.


 


“Additional Services” means any services that are not Covered
Services.


 


“Advisory” means a notification issued where an
abnormality in EHM Data, as compared to a trend plot of Hawaiian EHM Data, is detected but
where such abnormality does not (by reference to the algorithm provided to the
EHM Service Provider by Rolls-Royce) require the issue of an EHM Alert; and “Advisories” shall be construed accordingly.


 


“Agreement” means the General Terms together with all Exhibits and Schedules.


 


“Aircraft” means the Firm Aircraft, Purchase Right Aircraft and Leased Aircraft.


 


“Airframer” means Airbus S.A.S.


 


“Aircraft
Manual” means the Aircraft manual
published by the Airframer as applicable to Hawaiian and approved by the
Airworthiness Authorities.


 


“Airworthiness Authority” means the FAA, [...***...] and “Airworthiness
Authorities” shall be construed
accordingly.


 


“Airworthiness
Directives” or “ADs” means airworthiness directives issued by the
applicable Airworthiness Authority.


 


“Alert Service Bulletin” means those service bulletins containing
advice and instructions issued by Rolls-Royce from time to time in respect of
Engines for improvement of reliability and durability that must be accomplished (i) at a specific point in an Engine’s
life or (ii) before any further Engine operation, and may be mandated by
the Airworthiness Authority.


 


“Anniversary Date(s)” means, in respect of the [...***...] of the
anniversary dates [...***...].


 


“AOG”
means aircraft on ground, i.e. an aircraft is unable to continue in or be
returned to revenue service until the appropriate action is taken, as defined
in the ATA Common Support Data Dictionary.


 


“Assumptions” means the assumed conditions of operation of the Engines and Aircraft
as detailed in Exhibit B.


 


“ATA”
means the Air Transport Association of America.


 






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General Terms Agreement – Proprietary Data


 


General Terms


 


“ATA Specifications” means the then current revisions of ATA specifications Numbers 100,
101, 102, 103, 200, 300, 400 and 2000 or their equivalent.


 


“Betterment” shall be as defined in Clause 2.5 of
Exhibit G.


 


[...***...]


 


“Campaign Action” means the premature mandatory replacement of
a Part that affects the entire fleet and which makes the original
Part obsolete.


 


“Charges” means those charges set out at [...***...].


 


“Commercial Price” means Rolls-Royce’s then current published catalog price for Parts,
Tooling, Services and other products and services that are available for sale,
as may be quoted or applied from time to time by Rolls-Royce.


 


“Component
Maintenance Manual” or
“CMM” means the component maintenance
manual that sets out the maintenance actions which can be performed on LRUs.


 


“Component
Management Program” or “CMP” means the component management program that sets out the maintenance
program requirements for LRUs.


 


“Covered Services” means those services as set out in [...***...] that are subject to Charges
as specified in [...***...].


 


[...***...]


 


“Designated
Location(s)” means Hawaiian Airlines Stores, [...***...].


 


“Designated Part” means any Part listed in Schedule 1 of Exhibit C.


 


“Documentation” means all airworthiness documentation for Products as required by the
applicable Airworthiness Authority [...***...].


 


[...***...]


 


“EHM
Alert” means a
notification issued where an abnormality in EHM Data, when compared to the Hawaiian
trend plot, is judged (by reference to the algorithm provided by Rolls-Royce)
to pose a risk of operational disruption.


 


“EHM
Data” shall be as
defined in Clause [...***...] of Exhibit G.


 


“EHM
Service Provider” means
Data Systems and Solutions (“DS&S”), a wholly owned subsidiary of
Rolls-Royce, elected by Rolls-Royce to provide the EHM Services detailed in
[...***...].


 


“EMP”
means Hawaiian’s Engine Management Program as mutually agreed between the
Parties (which, among other things, specifies the Engine configuration,
Hawaiian specific instructions for the incorporation of Airworthiness
Directives, Alert Service Bulletins and other Recommended Service Bulletins and
the shop management requirements for the Repair of Hawaiian’s Engines) 


 






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General Terms Agreement – Proprietary Data


 


General Terms


 


and
included in the Aircraft maintenance plan that is approved by the FAA and as
may be amended from time to time and approved by the FAA.


 


“Engine(s)” means the [...***...] Rolls-Royce Trent 772B turbofan engines, as
described in [...***...] of the Specification, acquired by Hawaiian in support of
the Aircraft and delivered either to Hawaiian installed on Aircraft or as spare
Engines pursuant to Exhibit E-1.


 


“Engine Manuals” means the Engine series manuals as defined by Rolls-Royce from time to
time. The list of manuals current as of the date of signature of this
Agreement, is contained in Exhibit H.


 


“Evaluation Meeting” means a meeting to be scheduled each calendar year during the Period
of Cover to discuss, amongst other things, the Parties conformance with their
obligations under Exhibit G, and other issues regarding the administration
of this Agreement [...***...].


 


“Exceedence” means a notification issued by the on-board
aircraft system that a parameter has exceeded a flight deck limit as specified
in the Aircraft Manual.


 


“Excusable Delay” means a delay due to causes beyond the reasonable control of
Rolls-Royce [...***...].


 


“Exhibit(s)” means those exhibits from time to time attached to the General Terms
and comprising Section 2 of this Agreement.


 


“EXW”
means Ex Works as defined in Incoterms 2000. For the avoidance of doubt in the
context of EXW, Seller shall mean Rolls-Royce and Buyer shall mean Hawaiian.


 


“FAA”
means the United States Federal Aviation Administration or any successor
thereto.


 


[...***...]


 


“FCA”
means Free Carrier as defined in Incoterms 2000. For the avoidance of doubt in
the context of FCA, Seller shall mean Hawaiian and Buyer shall mean
Rolls-Royce.


 


“Firm
Aircraft” means the 6
(six) firmly ordered Airbus A330-200 aircraft powered by Engines, which
Hawaiian has entered into a purchase agreement with Airframer for delivery in
accordance with the schedule set out in Exhibit A of this Agreement as may
be amended from time to time by the parties.


 


“Fleet” means the world-wide fleet of Rolls-Royce
Trent 700 engines of the type in Hawaiian’s operation from time to time.


 


“Flight Cycle” means the operation of an Engine from the time an Aircraft leaves the
ground until it touches the ground at the end of a flight.  [...***...]


 


“Flight Hour” means each airborne hour in operation of each Engine computed from the
time an Aircraft leaves the ground until it touches the ground at the end of a
flight. [...***...]


 


“General Terms” means those terms and conditions set out in Section 1 of this
Agreement.


 






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General Terms


 


[...***...]


 


“Guarantees” means the guarantees set out in [...***...].


 


“Holdings” means Hawaiian Holdings, Inc. a
Delaware corporation.


 


[...***...]


 


“Lease Agreement” means an agreement that, unless otherwise
agreed, shall be in the form of the [...***...] pursuant to which a Lease
Engine is made available to Hawaiian. 
The term “Lease” shall be
construed accordingly.


 


“Lease Engine” means an engine which is not owned by Hawaiian and
which is made available by Rolls-Royce or Rolls-Royce Leasing Limited for the
use of Hawaiian.


 


“Leased Aircraft” means any new A330-200 aircraft powered by
the Engines and leased to Hawaiian. [...***...]


 


“Lessor”
means any lessor of a
Leased Aircraft.


 


“Life Limited Parts” or  “LLP” means any Part listed in
Schedule 2 of Exhibit C.


 


“Line Maintenance” means any work required to be carried out on an Engine in accordance
with the Aircraft Manuals, which may be accomplished either on-wing or
off-wing, but without necessitating the return of such Engine to an Overhaul
Base.  [...***...]


 


“Line
Replaceable Part” or “LRP” means any Trent 772B part that can be purchased from
Rolls-Royce or a source approved by Rolls-Royce and which is replaceable during
Line Maintenance, [...***...].


 


“Line Replaceable Unit” or
“LRU” means those parts listed
[...***...].


 


“Line
Station” shall mean
any airport within Hawaiian’s current
or future network of operations.


 


“Logistics
Provider” means the
logistics provider selected by Rolls-Royce to collect and re-deliver LRUs on
behalf of Rolls-Royce from Designated Location(s).


 


“LIBOR”
means the [...***...]
London Interbank Offered Rate published daily by the British Bankers
Association.


 


“Main Base” shall mean Hawaiian’s main base at Honolulu, HI.


 


“Maximum
Spare” shall mean an
Engine [...***...], acquired by Hawaiian in support of the Aircraft and delivered
as spare Engines pursuant to Exhibit E.


 


“Manuals” means together the Engine Manuals and the Aircraft Manuals.


 


“Minimum
Spare Engine Level”
shall be as defined in [...***...].


 






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General Terms


 


“Monthly
IP and Tooling Charge”
shall be as defined in [...***...].


 


“Nacelle” means the Rolls-Royce nacelle as described in [...***...].


 


“Nacelle
Part” means any part
listed in [...***...].


 


[...***...]


 


“Operating
Report” means an
operating report in form and substance substantially similar to Schedule 4 to
Exhibit G.


 


“Optional Service Bulletins” means those service bulletins containing
advice and instructions issued by Rolls-Royce from time to time in respect of
Engines that are subject to Hawaiian’s
election.


 


“Overhaul Base” means a Repair station as may be specified by Rolls-Royce to Hawaiian
[...***...].


 


[...***...]


 


“Period of Cover” means the period of time [...***...].


 


[...***...]


 


“Products” means Engines, Parts and Tooling.


 


“Purchase Right Aircraft” means the 9 (nine) purchase right Airbus A330-200
aircraft powered by Engines, which may be purchased from Airframer by Hawaiian
for delivery in accordance with the schedule set out in Exhibit A of this
Agreement as may be amended from time to time.


 


“Qualified Equipment” means any Engine and Part thereof
[...***...].


 


“Qualified Event” means the removal or replacement of an item of Qualified Equipment:


 


[...***...]


 


where
in order to return such item to a serviceable condition:


 


[...***...]


 


“Recommended Service Bulletins” means those service bulletins containing
advice and instructions issued by Rolls-Royce from time to time in respect of
Engines for improvement of reliability and durability that must be accomplished by Rolls-Royce at the next shop visit [...***...].


 


“Refurbishment
Shop Visit” means
[...***...] as further defined in the EMP.


 






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General Terms


 


“Repair” means the refurbishment at an Overhaul Base or Repair Vendor
(including the provision of Parts) necessary to return Engines or Parts to a
serviceable condition in accordance with the applicable Manuals and the EMP.


 


“Repair Vendor” means with respect to a particular Product, either Rolls-Royce or a
third party designated by Rolls-Royce as the repair vendor for such Product.


 


“Required Stock Level” shall have the meaning given in [...***...].


 


[...***...]


 


“Rolls-Royce
Leasing Limited” a
company incorporated in England and Wales whose registered office is at Moor
Lane, Derby, DE24 8BJ, England.


 


“Services” means the services to be provided pursuant to Exhibits D and G.


 


“Service Bulletins” means an Alert Service Bulletin, Recommended Service Bulletin and/or an
Optional Service Bulletin.


 


“Specification” means the Rolls-Royce specification for Engines as set out in
Exhibit I.


 


“Term of Guarantee” means, in respect of each Guarantee, [...***...].


 


“Tooling” means tools, jigs, fixtures, transportation equipment and other
products which are provided by or sold by Rolls-Royce for the installation,
maintenance and/or storage of an Engine and not for installation in the Engine.


 


“TotalCare®” means the trade mark applied to describe the Rolls-Royce collection of
aftermarket services available to support an airline’s ongoing operation of
Rolls-Royce engines and specifically in the case of Hawaiian’s operation of
Engines and Aircraft is as detailed in Exhibit G to this Agreement. For
the purposes of this Agreement “TotalCare”
and “TotalCare®” shall have
identical meanings.


 


“Ultimate Flight Cycles” means the maximum permitted Flight Cycles
imposed by Rolls-Royce or the Airworthiness Authorities.


 


[...***...]


 


“Vendor” means an entity approved by Rolls-Royce for the manufacture of Parts,
as identified in the Manuals or as may be notified by Rolls-Royce from time to
time, from whom Hawaiian may purchase Parts direct.


 


“Warranties” shall mean the warranties as set out in [...***...].


 


[...***...]


 






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General Terms Agreement – Proprietary Data


 


General Terms


 


“Warranty Labor Rate” means Rolls-Royce’s dollar per man hour
allowance which is applied by Rolls-Royce from time to time when Hawaiian is
due reimbursement for work undertaken in accordance with the Warranties.  [...***...]


 


“Working
Days” means  any day on which the banks in Hawaii, London and New York
are open for business.


 


The terms “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Agreement, and not a particular Clause
hereof.  The definition of a singular in
this Clause 1 shall apply to plurals of the same words.


 


Unless otherwise provided, references in this
Agreement to an exhibit, schedule, article, section, subsection or clause refer
to the appropriate exhibit or schedule to, or article, section, subsection or
clause in this Agreement.


 


2                                         SCOPE
OF AGREEMENT


 


2.1                                 Rolls-Royce agrees to sell to Hawaiian and
Hawaiian agrees to purchase Products and Services from Rolls-Royce in
accordance with the terms and conditions contained in this Agreement. The
general terms and conditions on or attached to, or otherwise forming part of
any purchase order, quotation, acknowledgment, invoice or other document issued
by either Party shall be of no force or effect except as expressly provided
hereunder.


 


2.2                                 The Exhibits to this Agreement set forth the
terms and conditions that apply to specific Products and Services, in addition
to the General Terms.


 


2.3                                 The General Terms and the Exhibits together
constitute the terms and conditions of this Agreement.


 


3                                         PURCHASE
ORDERS


 


3.1                                 Rolls-Royce agrees to sell and deliver to
Hawaiian and Hawaiian agrees to buy and take delivery of spare Engines as set
out in Schedule 1 to Exhibit E-1 of this Agreement.  Within 5 (five) Working Days of signature of
this Agreement by the Parties, Hawaiian shall place a purchase order with
Rolls-Royce for such spare Engines.


 


3.2                                 Subject to Clause 3.1 above, Products and
Services purchased under the terms of this Agreement shall be ordered by means of
purchase orders issued by Hawaiian in an agreed format consistent with the
requirements of ATA Specifications.  In
the case of the purchase of Services under TotalCare (with the exception of
purchase orders for Additional Services as outlined in Clause 1.2 of
Exhibit G Schedule 1(1)), signature of this Agreement shall constitute
Hawaiian’s purchase order for the Services and Rolls-Royce TotalCare Services
Limited’s acknowledgement of its acceptance of that order.


 


3.3                                 The terms and conditions in this Agreement
apply to all purchase orders to the extent applicable to the Product or Service
requested.  Any purchase order issued
hereunder


 






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General Terms


 


shall
contain: description, quantity, delivery dates, the unit and extended price of
the Products and Services and shipping instructions, as appropriate; provided,
however, that any purchase order’s failure to contain such information shall
not invalidate such purchase order to the extent that it is accepted by
Rolls-Royce.


 


3.4                                 Subject to Clauses 3.1 and 3.2 above,
Rolls-Royce shall provide written or electronic acknowledgment of its acceptance
of purchase orders.  Should Rolls-Royce
be unable to meet any requirements under a purchase order, Rolls-Royce shall,
in a timely manner, notify Hawaiian and propose alternative terms. Such proposed
alternative terms shall not be considered an acceptance of the purchase order,
but merely a counter offer which Hawaiian shall have the right to accept or
decline.


 


3.5                                 Hawaiian hereby confirms to Rolls-Royce that
it has entered into a purchase agreement with the Airframer for at least 4
(four) of the Firm Aircraft to be installed with the Engines.


 


4                                         DELIVERY


 


4.1                                 Rolls-Royce shall deliver new spare Engines
EXW (Incoterms 2000), [...***...]


 


4.2                                 Rolls-Royce shall deliver initial
provisioning of Parts and Tooling EXW (Incoterms 2000), [...***...].


 


4.3                                 Shipping documents, invoices, packaging and
marking of packaging for Products and Services shall be in accordance with ATA
Specifications.


 


5                                         PRICES


 


Unless
otherwise specified in this Agreement, the price for Products and Services
shall be the applicable Commercial Price.


 


6                                         PAYMENT


 


6.1                                 Except as expressly stated in this Agreement,
immediately following, or concurrent with the supply of Products and Services,
Rolls-Royce shall submit an invoice to Hawaiian stating amounts due. Unless
otherwise specified in this Agreement, [...***...].


 


6.2                                 Without prejudice to Rolls-Royce’s other
rights and remedies, Rolls-Royce shall be entitled to recover a late payment
amount calculated at a rate [...***...]:


 


[...***...]


 


which
shall be applied to amounts not paid when due.


 


6.3                                 Unless otherwise stated and except as
provided in Clause 6.4 below, all payments by Hawaiian under this Agreement
shall be made without any abatement, withholding, 


 






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deduction, counterclaim or set off, by wire transfer
to Rolls-Royce’s account as follows:


 


[...***...]


 


or such other account as may
be notified from time to time. 
Confirmation of Hawaiian’s payment shall be transmitted to Rolls-Royce
at the following address by facsimile the day payment is made:


 


[...***...]


 


For
the purpose of this Clause 6.3, payment shall only be deemed to have been made
when cleared or good value funds are received in the applicable numbered
Rolls-Royce bank account.


 


6.4                                 Rolls-Royce shall periodically issue a
statement of account to Hawaiian detailing any Rolls-Royce issued credit notes
available to Hawaiian that may be offset against pending invoices. If Hawaiian
wishes to use any Rolls-Royce issued credit note to pay or partially pay
amounts owing to Rolls-Royce, Hawaiian shall at the time of payment, notify
Rolls-Royce which credit note it wishes to use and state the invoice number
against which such credit note should be applied.


 


7                                         TAXES
AND OTHER CHARGES


 


For
the purpose of this Clause 7, the following terms shall have the following
meanings:


 


“Agent” means the nominated agent of Hawaiian.


 


“Declarant” means the person making the customs
declaration of import or export.


 


“Direct
Representation” means
the agent is acting in the name of and on behalf of another person, as detailed
in European Union Customs.


 


“Single
Administrative Document”
means the document lodged with a European Union customs authority declaring an
import into or an export from the territory of the European Union.


 






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7.1                                 [...***...]


 


7.2                                 [...***...]


 


7.3                                 Hawaiian shall pay and
bear all other taxes, assessments, duties, levies or charges, including any
associated interest and penalties, not assumed by Rolls-Royce under Clause 7.2,
except for any taxes payable in any jurisdiction by Rolls-Royce on its net
income, profits or gains.


 


7.4                                 [...***...]


 


7.5                                 Both Parties agree to co-operate to eliminate
or reduce any applicable taxes, duties, interests, penalties or similar charges
which may be payable by either Party, including, where applicable, providing or
issuing the necessary documentation to support or secure exemptions or
recoveries. Furthermore, if as a result of a change in law or a change in the
tax practice of any tax authority, either Party becomes subject to additional
taxes, duties or similar charges which increases their financial liability
during the term of this Agreement, both Parties shall negotiate in good faith
to attempt to reduce or eliminate such additional taxes, duties and similar
charges. This is provided that neither Party need take any steps, which in its
reasonable opinion, and acting in good faith would increase its obligations or
would be prejudicial or adverse to it (whether in respect of tax affairs or
otherwise).


 


7.6                                 [...***...]


 


8                                         DELAY


 


8.1                                 If Rolls-Royce is hindered or prevented from
delivering Products within the agreed delivery schedule (as such time may be
extended pursuant to the other provisions of this Agreement) due to Excusable Delay,  then the provisions of Clauses 8.2.and 8.3
below shall apply.


 


8.2                                 Upon the occurrence of an Excusable Delay:


 


8.2.1                        Rolls-Royce shall notify Hawaiian of such Excusable Delay [...***...];


 


8.2.2                        Rolls-Royce shall make [...***...] reduce [...***...] any delay;


 


8.2.3                        except as provided in Clauses 8.2.4, 8.3 or 8.4 below, the time for
delivery shall be extended by a period equal to the period for which delivery
shall have been so hindered or prevented;


 


8.2.4                        with respect to an Excusable Delay affecting any Products, Rolls-Royce
shall notify Hawaiian of the revised delivery schedule of the applicable
Products;


 


8.2.5                        [...***...] after the removal of the cause of such Excusable Delay
Rolls-Royce shall resume performance of its obligations under this Agreement;
and


 






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8.2.6                        Rolls-Royce and Hawaiian agree that:


 


[...***...].


 


8.3                                 If the delivery of any Product is delayed as
a result of one or more Excusable Delays for a period of more than [...***...].


 


8.4                                [...***...]


 


8.5                                 [...***...]


 


8.6                                 If [...***...] delivery of any Product beyond the
agreed delivery or performance schedule for any reason which is not an
Excusable Delay, then:


 


8.6.1                        Rolls-Royce shall notify Hawaiian of such cause or event [...***...] after
becoming aware of the same; and


 


8.6.2                        Rolls-Royce shall [...***...] reduce the effect of any delay.


 


8.7                                 If Rolls-Royce delays delivery of any Product
beyond the agreed delivery schedule for any reason that is not an Excusable
Delay, then:


 


[...***...].


 


8.8                                [...***...]


 


8.9                                 [...***...] then Rolls-Royce shall be entitled to
reschedule delivery of the affected Product, including any spare Engines
provided that with respect to the spare Engines, the deadline for Hawaiian
acquiring such Engines in compliance with Exhibit E-1, [...***...].


 


9                                         EVENTS
OF DEFAULT AND TERMINATION


 


9.1                                 Either Party shall, without prejudice to any
other rights and remedies, have the right, exercisable on giving written notice
to the other, to terminate this Agreement if such other Party ceases doing
business as a going concern or commences or has commenced against it any
dissolution or liquidation proceeding, attempts or suffers a rearrangement or
adjustment of any substantial portion of its debts, is insolvent, has a
trustee, receiver, custodian or conservator appointed for it or, for all or
substantially all of its assets, makes an assignment for the benefit of
creditors, is generally not paying or admits in writing its inability to pay
its debts as they become due or commences or has commenced against it, or suffers,
approves, acquiesces in or consents to any bankruptcy proceeding seeking relief
by way of reorganisation, arrangement, adjustment, winding-up or composition
under any present or future statute, law or regulation or shall take, or
publicly announce its intention to take, corporate action in furtherance of any
of the foregoing.


 






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9.2                                 Termination under Clause 9.1 shall be
effected by the Party entitled to terminate issuing notice of termination in
writing to the other Party and such notice shall be effective 24 (twenty-four)
hours after it is issued.


 


9.3                                 If Rolls-Royce terminates this Agreement in
accordance with the provisions of Clause 9.1, Hawaiian shall promptly pay
Rolls-Royce any amounts then due or owed for Products ordered and delivered at
the time of termination and Rolls-Royce shall also be entitled to retain any
other amounts previously paid [...***...].


 


9.4                                 [...***...] and such breach continues for a
period [...***...] following written notification [...***...] of such breach, provided,
however, that if the breach cannot by its nature be cured within the [...***...]
period or cannot after diligent attempts by the breaching party be cured within
such [...***...] period, and such breach is capable of cure within a reasonable
time, then the breaching party shall have an additional reasonable period
[...***...] Rolls-Royce may exercise any one or more of the following rights:


 


9.4.1                        stop all work under this Agreement and refuse to deliver (or redeliver
if applicable) any further Products and perform any further Servicesuntil such
breach is cured or Rolls-Royce has elected to terminate this Agreement in
accordance with Clause 9.4;


 


9.4.2                        divert affected Products to, and perform further Services for, other
customers or for its own purposes;


 


9.4.3                        treat all invoiced amounts as immediately due and payable;


 


9.4.4                        [...***...]


 


9.4.5                        If any monies due to Rolls-Royce under this Agreement remain due and
unpaid for more than [...***...] and Rolls-Royce has exercised any of its rights
under Clause 9.4.4, Rolls-Royce may make a reasonable charge in respect of storage
and insurance of Products (or any items held in connection with such Products)
and, to the extent permitted by applicable law, at any time after such period
of [...***...] may sell any such item and apply the proceeds of sale towards such
unpaid monies and [...***...];


 


9.4.6                        retake possession of any Products owned by Rolls-Royce or in which
Rolls-Royce retains an interest and held by Hawaiian; and


 


9.4.7                        request a change of the payment terms provided in this Agreement
[...***...].


 


9.5                                [...***...]


 


9.6                                 [...***...]


 


9.7                                [...***...]


 






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General Terms


 


10                                  NON
DISCLOSURE


 


10.1                           Subject to Clauses 10.4 and 14.12 below, each Party (which for this
purpose shall include such Party’s employees and legal counsel) agrees to use
its reasonable commercial efforts to hold in confidence any Information
(including this Agreement and any of its terms) that it acquires directly or
indirectly from the other Party or any of such Party’s affiliates and agrees:


 


10.1.1                  to
protect the Information with at least the same degree of care as it uses to
protect its own Information;


 


10.1.2                  not
to use the Information otherwise than for the purposes of this Agreement;


 


10.1.3                  not
to disclose the Information at any time or the Information to any third person
without the written approval of the other Party;


 


10.1.4                  not
to copy or to reduce the Information to writing or store whether in a machine
readable form or otherwise except as may be reasonably required for the
purposes of this Agreement; and


 


10.1.5                  not
to remove; alter or deface any proprietary or confidential designation denoted
on the Information.


 


10.2                           The provisions of Clause 10.1 above shall not apply to Information
which is or becomes generally known in the aero engine industry, known by the
receiving Party at time of receipt, received from a third party who is without
an obligation of nondisclosure, or required to be produced by a legitimate
legal authority, nor shall the provisions of Clause 10.1 above prevent any
necessary disclosure of Information to enable Hawaiian itself to use, operate,
maintain or service Products and Services. 
In the case of a legally-compelled disclosure, the Party compelled to
disclose shall promptly advise the other Party.


 


10.3                           Each Party shall be responsible for the observance of the provisions of
Clause 10.1 above by its employees or any other third parties to whom
Information is disclosed in accordance with this Clause.


 


10.4                           This Clause 10 shall not be construed as granting expressly or
impliedly any rights in respect of any patent, copyright or other industrial
property right in force and belonging to the disclosing Party except to the
extent necessary for the purposes of this Agreement.


 


10.5                           This Clause 10 shall be deemed a material obligation for the purpose of
this Agreement.


 


10.6                           Without prejudice to any other rights of the disclosing Party the Parties
agree that damages may not be an adequate remedy for any use or disclosure of
Information by the recipient Party in breach of this Agreement and that any
Party may seek an injunction, specific performance or other equitable relief
for any actual or threatened breach of this Agreement in any court of competent
jurisdiction.


 






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General Terms


 


10.7                           Notwithstanding Clause 10.1 above, both Parties shall be entitled to
disclose this Agreement and financial information concerning business between
Rolls-Royce and Hawaiian to appointed auditors, legal advisors, insurers and
accountants and Rolls-Royce shall be entitled to disclose this Agreement and
financial Information concerning business between Rolls-Royce and Hawaiian to
Rolls-Royce’s risk and revenue sharing partners.  [...***...]


 


11                                  INTELLECTUAL
PROPERTY RIGHTS


 


11.1                          The sole liabilities of Rolls-Royce in respect of any claims for
infringement of intellectual property rights are set forth in Clauses 11.1,
11.2, and 11.3 hereof.  Rolls-Royce shall
defend and indemnify Hawaiian, as well as its officers, directors, agents,
employees, and independent contractors, from and against any and all claims,
demands, actions, causes of action, lawsuits, damages, costs and expenses,
including reasonable attorney’s fees, expert’s fees, and other legal costs
resulting from any infringement or claim of infringement of any intellectual
property right [...***...].


 


11.2                           Hawaiian
will give immediate notice in writing to Rolls-Royce
of any claim under Clause 11.1, whereupon Rolls-Royce shall elect to either
assume, defend, settle, or otherwise dispose of such claim, at the expense [...***...].


 


11.3                           If any Product or Service is subject to any claim under Clause 11.1,
Rolls-Royce [...***...] shall at its expense either substitute [...***...], or modify
the Product or Service [...***...].


 


11.4                           The indemnity contained in Clause 11.1 shall
not apply to claims in respect of:


 


11.4.1                  A
Product or Service designed to meet a unique specification of Hawaiian; or


 


11.4.2                  a
Product or Service not designed by Rolls-Royce (but Rolls-Royce shall in the
event of any claim assign to Hawaiian, so far as it has the right to do so, the
benefits of any indemnity given to Rolls-Royce by the designer, manufacturer or
supplier of such Products and Services) [...***...]; or


 


11.4.3                  a
product or service derived by Hawaiian by combining a Product and Service with
something not provided by Rolls-Royce except to the extent that Rolls-Royce
recommended, approved, consented or otherwise induced such combination.


 


11.5                           [...***...]


 


Hawaiian
shall inform any such party to whom it may intend to sell or lease, or who may
operate, the Aircraft that such party may obtain from Rolls-Royce a direct
intellectual property indemnification agreement and such party’s inability to
claim directly against Rolls-Royce in respect of intellectual property
indemnification under this Clause 11.5, unless it enters into a indemnification
agreement with Rolls-Royce.


 






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General Terms


 


12                                  GRANT
OF WARRANTIES AND LIMITATION OF LIABILITY


 


12.1                           Rolls-Royce grants to Hawaiian the Warranties and Guarantees.  These Warranties and Guarantees are personal
to Hawaiian and the obligations of Rolls-Royce under the Warranties and
Guarantees shall only apply insofar as Hawaiian or a Permitted Assignee has
possession of and operates the Products and receives the Services.  The Parties also agree that the Warranties
(excluding the Guarantees) shall apply to any equipment which falls into the
categories of the Warranties and which is manufactured, supplied or inspected
by Rolls-Royce howsoever and whenever acquired by Hawaiian from whatever
source.


 


On
receiving notice from Hawaiian that a party other than Hawaiian will own,
operate or lease the Aircraft and Engines installed on such Aircraft,
Rolls-Royce shall, upon request from such new owner, lessee, or operator, enter
into a direct warranty agreement with such new owner, lessee, or operator. The
terms of such direct warranty agreement will mirror the terms of this
agreement.


 


Hawaiian
shall inform any such party to whom it may intend to sell or lease, or who may
operate, the Aircraft that such party may obtain from Rolls-Royce a direct
warranty agreement and such party’s inability to claim directly against
Rolls-Royce in respect of the Warranties under this Clause 12.1, unless it
enters into a direct warranty agreement with Rolls-Royce.


 


12.2                           Limitation of Remedies


 


THE WARRANTY, OBLIGATIONS AND LIABILITIES OF
ROLLS-ROYCE (INCLUDING ITS SUPPLIERS) AND THE RIGHTS AND REMEDIES OF HAWAIIAN
SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF AND HAWAIIAN
HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS
OR LIABILITIES EXPRESS OR IMPLIED ARISING BY LAW, IN CONTRACT, TORT (INCLUDING
NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
(I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE  OR ANY WARRANTY IMPLIED
THROUGH COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE
OR (II) CLAIMS ARISING OUT OF THE NEGLIGENCE OF ROLLS-ROYCE OR
ROLLS-ROYCE’S SUPPLIERS OR (III) ANY OTHER CLAIM ARISING OUT OF, CONNECTED
WITH, OR RESULTING FROM THE PERFORMANCE OF THIS AGREEMENT OR FROM THE DESIGN,
MANUFACTURE, SALE, REPAIR, LEASE OR USE OF THE PRODUCT, ANY COMPONENT THEREOF,
AND SERVICES DELIVERED OR RENDERED HEREUNDER OR OTHERWISE.


 


12.3                           Limitation of
Liability


 


12.3.1                  Neither Hawaiian nor Rolls-Royce (nor
Rolls-Royce’s suppliers) shall be liable for any indirect, consequential,
special, incidental or punitive damages of any kind or nature under any
circumstances or, without limiting the foregoing, for any lost profits or any
other losses or damages for or arising out of any lack or loss of use of the
Products or any associated equipment, cost of capital, cost 


 






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General Terms


 


of substitute goods, facilities, services or
downtime costs or increased costs of any kind.


 


12.3.2                  In no event shall the liability of Rolls-Royce or Rolls-Royce’s
suppliers arising under this Agreement [...***...].


 


12.4                           [...***...]


 


13                                  OCCUPIER’S
LIABILITY


 


If
any employee of either Party enters upon the property occupied by or under the
control of the other Party in the performance of this Agreement, the Party
occupying or controlling such premises assumes responsibility for and agrees to
pay for any loss, cost, damage to property, or for personal injury or death of
the person entering such premises arising out of, as a result of, or in
connection with the actions or omissions of the Party occupying or controlling
such premises.  Each Party also agrees
that it shall maintain public liability and property damage insurance in
reasonable limits consistent with industry standards covering the obligations set
forth above and shall maintain proper occupier’s liability insurance (or other
comparable insurance).


 


14                                  GENERAL


 


14.1                           Effective Date and Expiration


 


This Agreement shall
commence upon the date of signature and remain in full force and effect until
the end of the Period of Cover unless terminated in accordance with Clauses 8
or 9.


 


14.2                           Survival


 


The
provisions of Clauses 1 (Definitions), 7 (Tax), 10 (Non Disclosure), Clause 11
(Intellectual Property Rights), 12 (Grant of Warranties and Limitation of Liability),
13 (Occupier’s Liability), 14.2 (Survival), 14.3 (Notices), 14.6 (Headings),
14.7 (Waiver), 14.8 (Severability), 14.9 (Law and Jurisdiction), 14.10 (Sole
Agreement), 14.11 (Third Party Rights), 14.12 (Relationship of Parties) and
Exhibit C (Warranties) of this Agreement shall survive and continue to
have effect should this Agreement expire or be terminated for any reason or
after this Agreement becomes impossible of performance or is otherwise frustrated.


 


14.3                           Notices


 


Any
notice required to be given by either Party to the other under or in connection
with this Agreement shall be in writing and delivered personally, by certified
mail or by facsimile. The date on which any such notice or request is so
personally delivered, or if such notice or request is given by certified mail
or facsimile, the date on which sent, shall be deemed to be the effective date
of such notice or request.


 






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General Terms


 


Notices to Hawaiian shall be
directed to:


 


Hawaiian Airlines Inc.


Attn: Executive
Vice President and Chief Financial Officer


         
Executive Vice President and General Counsel


3375 Koapaka Street,
Suite G350,


Honolulu,


Hawaii 96819, USA


 


Fax #: + 1 808 835 3695


 


Notices to Rolls-Royce shall
be directed to:


 


Rolls-Royce plc


[...***...]


 


or in each case to such
other place of business as may be notified from time to time by the receiving Party.


 


14.4                           Assignment


 


Except
as otherwise provided herein, neither Party may assign any of its rights or
obligations hereunder without the written consent of the other Party (except
that Rolls-Royce may assign its rights to receive money hereunder). Any
assignment made in violation of this Clause 14.4 shall be null and void.


 


[...***...]


 


14.5                           Amendment


 


This
Agreement may only be amended by agreement in writing, executed by the Parties,
on or after the date of this Agreement, and which expressly amends this
Agreement, and in no event shall it be amended or terminated orally.  Unless expressly agreed no amendment shall
constitute a general waiver of any provisions of the Agreement nor shall it
affect any rights, obligations or liabilities arising under or pursuant to this
Agreement which have already accrued up to the date of the amendment and the
rights and obligations of the Parties arising under or pursuant to the
Agreement shall remain at full force and effect, except only to the extent that
they are so amended.


 


14.6                           Headings


 


Clause
headings and the index are for convenience only and do not form a part of the
Agreement and shall not govern or affect the interpretation of the Agreement.


 






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14.7                           Waiver


 


No
failure by either Party to enforce any provision of this Agreement shall
constitute an ongoing waiver of that or any other provision hereof.


 


14.8                           Severability


 


Each
of the provisions of the Agreement is severable.  If any such provision is held to be or
becomes illegal, invalid or unenforceable in any respect under the law of any
jurisdiction:


 


14.8.1                  so
far as it is illegal, invalid or unenforceable, it shall be given no effect and
shall be deemed not to be included in the Agreement, it shall not affect or
impair the legality, validity or enforceability in that jurisdiction of the
other provisions of the Agreement, or of that or any provisions of this
Agreement in any other jurisdiction; and


 


14.8.2                  the
Parties shall use all reasonable efforts to replace it with the valid and
enforceable substitute provisions satisfactory to any Government or other
relevant regulatory authority but differing from the replaced provision as
little as possible and the effect of which is as close to the intended effect
of the illegal, invalid or unenforceable provision.


 


14.9                           Law and Jurisdiction


 


14.9.1                  Clause
headings and the index are for convenience only and do not form a part of this
Agreement nor govern or affect the interpretation of the Agreement.


 


14.9.2                  The
official text of this Agreement is the English language. If this Agreement is
translated into another language for the convenience of Hawaiian or its
personnel, the English text shall govern any question with respect to
interpretation.


 


14.9.3                  THIS
AGREEMENT SHALL BE SUBJECT TO AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK EXCLUDING ITS CONFLICT OF LAW RULES AND
EXCLUDING THE UNITED NATIONS CONVENTION FOR THE INTERNATIONAL SALE OF GOODS
(CISG, 1980, “VIENNA CONVENTION”).


 


14.9.4                  WHERE
SUBMISSION TO A COURT OF A CLAIM OR OTHER ENFORCEMENT ACTION IS PERMITTED UNDER
THIS AGREEMENT, EACH PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND
THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW
YORK, IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY EITHER PARTY UNDER THIS
AGREEMENT AND ANY MATTER RELATED THERETO.


 






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14.9.5                  Any
dispute, claim, counterclaim, controversy or disagreement arising out of, in
connection with, or otherwise relating to this Agreement, or the performance,
breach, validity, interpretation, application or termination thereof (“Dispute”) shall be finally resolved by arbitration
administered by the American Arbitration Association (“AAA”)
pursuant to the AAA International Arbitration Rules (the “AAA International Rules”) in effect as of the date of this
Agreement, and judgment on the award may be entered in any court having
jurisdiction thereof.


 


14.9.6                  The
seat of the arbitration shall be New York City, New York State, USA.  The language of the arbitration shall be
English.


 


14.9.7                  There
shall be one arbitrator, selected and appointed in accordance with the AAA
International Rules, except that if the Dispute involves an amount in excess of
five hundred thousand United States dollars (US $500,000) (exclusive of
interest and costs and fees), three arbitrators shall be appointed in
accordance with the AAA International Rules. 
As used herein, the term Arbitral Tribunal includes a sole arbitrator or
a panel of three (3) arbitrators. 
The arbitrators shall be bound by and shall follow the then current
International Bar Association Standards of Ethics for International
Arbitrators.


 


14.9.8                  [...***...]


 


14.9.9                  Arbitration
provided for herein does not limit the right of any Party at any time prior to
the constitution of the Arbitral Tribunal to seek interim measures of
protection in the United States Federal or New York State courts seated in New
York State, USA.  The Parties agree that
only the United States Federal or New York State Courts seated in New York
State, USA are the appropriate forum for such interim measures of
protection.  Such preservation of rights
shall not be construed as a waiver or limitation of the Parties’ consent to
arbitration as provided for herein.


 


14.9.10            [...***...]


 


14.9.11            [...***...]


 


14.10                     Sole Agreement


 


14.10.1            This
Agreement contains the only provisions governing the sale and purchase of
Products and Services and such provisions shall apply to the exclusion of any
other provisions on or attached to or otherwise forming part of any purchase
order of Hawaiian or any acknowledgement or acceptance by Rolls-Royce or of any
other document which may be issued by either Party relating to the sale and
purchase of Products and Services.


 


14.10.2            Each
Party agrees that it has not placed any reliance whatsoever on any
representations, agreements, statements or understandings made prior to the
signature of this Agreement, whether orally or in writing, relating to the
Products or Services other than those expressly incorporated in this 


 






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General Terms


 


Agreement
which has been negotiated on the basis that its provisions represent the
Parties’ entire agreement relating to the Products or Services and shall
supersede all such representations, agreements, statements and
understandings.  Each Party further agrees
that it shall not place any reliance on any and all future representations
whatsoever in respect of the performance of this Agreement unless such
representations are expressly agreed by the Parties in writing to form a part
of this Agreement.  For the avoidance of
doubt, it is not the intention of this Clause to exclude the liability of
either Party for fraudulent misrepresentations.


 


14.11                     Relationship of Parties


 


The
relationship between Hawaiian and Rolls-Royce shall be that of independent
contractors and not that of principal and agent or that of partners. Neither
Hawaiian nor Rolls-Royce shall represent itself as agent or partner of the
other Party nor do any act or thing which might result in other persons
believing that they have authority to contract or in any other way to enter into
commitments on behalf of, or in the name of the other Party. Each of Hawaiian
and Rolls-Royce shall be fully and solely responsible for all obligations
undertaken by such Party under this Agreement in relation to the Products and
Services to be supplied.


 


The
Parties acknowledge and agree that each of (a)  Rolls-Royce, or
(b) any affiliate of Rolls-Royce in the Rolls-Royce plc group of
companies, including joint venture companies which are at the date of this
Agreement or from time to time become a Party to this Agreement is and shall be
severally (but not jointly and severally) liable for its respective obligations
under this Agreement in relation to the respective Products and Services
supplied [...***...].


 


14.12                     Publicity


 


Except
as required by law or by any stock exchange or governmental or other regulatory
or supervisory body or authority of competent jurisdiction to whose
rules the Party making the announcement or disclosure is subject,
including disclosures by Holdings in its publicly filed disclosure pursuant to
mandatory provisions of the United States federal or state securities laws and
regulations promulgated thereunder or pursuant to a mandatory process or
discovery requirements, whether or not having the force of law, no announcement
or disclosure in connection with the existence, contents or subject matter of
this Agreement shall be made or issued by or on behalf of the either Party
(which for this purpose shall include their employees and legal counsel)
without the prior written consent of the other, such approval not to be
unreasonably withheld or delayed.


 


14.13                     Counterparts


 


This
Agreement may be executed in several counterparts and any single counterpart or
set of counterparts, signed in either case by all the Parties, shall be deemed
to be an original and all taken together shall constitute one and the same
instrument.


 






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14.14                     Certain Representations of the Parties


 


14.14.1            Hawaiian’s Representations.


 


Hawaiian represents and
warrants to Rolls-Royce as follows:


 


(a)                                  Hawaiian is a corporation organized and
existing in good standing under the laws of the State of Delaware and has the
corporate power and authority to enter into and perform its obligations under
this Agreement;


 


(b)                                 neither the execution and delivery by
Hawaiian of this Agreement, nor the consummation of any of the transactions by
Hawaiian contemplated hereby, nor the performance by Hawaiian of the
obligations hereunder, constitutes a breach of any agreement to which Hawaiian
is a party or by which its assets are bound; and


 


(c)                                  this Agreement has been duly authorized,
executed and delivered by Hawaiian and constitutes the legal, valid and binding
obligation of Hawaiian enforceable against Hawaiian in accordance with its
terms, except as such enforceability may be limited by (a) bankruptcy,
insolvency, moratorium, and other similar laws affecting the enforcement of
creditors’ rights generally and (b) equitable principles whether applied
in an action at law or a proceeding in equity.


 


14.14.2                        Rolls-Royce’s Representations.


 


Rolls Royce represents and
warrant to Hawaiian as follows:


 


(a)                                  Rolls-Royce is organized and existing in good
standing under the laws of England and Wales and has the corporate power and
authority to enter into and perform its obligations under this Agreement;


 


(b)                                 neither the execution and delivery by
Rolls-Royce of this Agreement, nor the consummation of any of the transactions
by Rolls-Royce contemplated hereby, nor the performance by Rolls-Royce of the
obligations hereunder, constitutes a breach of any agreement to which
Rolls-Royce is a party or by which its assets are bound;


 


(c)                                  this Agreement has been duly authorized,
executed and delivered by Rolls-Royce and constitutes the legal, valid and
binding obligation of Rolls-Royce enforceable against Rolls-Royce in accordance
with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, moratorium, and other similar laws affecting
the enforcement of creditors’ rights generally and (b) equitable
principles whether applied in an action at law or a proceeding in equity; and


 


(d)                                 it is unaware of any claim of patent, trade
secret, or copyright infringement that has been asserted in connection with any
of the Products or Services, or any part or software installed therein, nor any
reason to suspect that any such claim might be asserted, which, if resulting in
an injunction, could reasonably be expected to materially interfere with
Hawaiian’s use of the Products, or Services or associated parts, or software.


 






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15                                  EXPORT/IMPORT
SHIPMENT AND GOVERNMENT AUTHORISATION


 


15.1                           Rolls-Royce shall be responsible for obtaining any required export
licenses relating to any Product or Service. 
Where an export license is required, supply shall not take place unless
and until any required export license is granted.  [...***...]


 


15.2                           Except as otherwise expressly provided in this Agreement, Hawaiian
shall be responsible for obtaining any other required authorisation, including
but not limited to any import licenses and exchange permits.


 


15.3                           Rolls-Royce and Hawaiian shall provide each other with reasonable
assistance in obtaining and complying with any authorisations that may be
required.


 


16                                  CONFLICT


 


In
the event of any conflict between the terms set out in Clauses 1 to 15 above
(the General Terms) and those set out in the Exhibits and the Schedules to the
Exhibits, then the terms and conditions set out in the Exhibits and the
Schedules shall prevail.


 






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Signature Page


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be entered into by
their duly authorised officers, on the date first before written.


 


 


	
  Signed
  for and on behalf of:

  	
   

  	
  Signed
  for and on behalf of:

  
	
  HAWAIIAN
  AIRLINES, INC.

  	
   

  	
  ROLLS-ROYCE
  PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  Signed
  for and on behalf of:

  	
   

  	
   

  
	
  ROLLS-ROYCE
  TOTALCARE SERVICES LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Section 2 - Exhibits


 


SECTION 2                               EXHIBITS


 


A                                      AIRCRAFT DELIVERY SCHEDULE


 


B                                        OPERATING ASSUMPTIONS


 


C                                        WARRANTIES


 


[...***...]


 


D                                       CUSTOMER SERVICES


 


E-1                               FLEET PROVISIONING SUPPORT — SPARE ENGINE
TERMS


 


Schedule
1                                      Delivery Schedule and Base Price


Schedule
2                                      Engine Base Price Escalation Formula


 


E-2                               FLEET PROVISIONING SUPPORT - SPARE PARTS
TERMS


 


F                                         FLEET GUARANTEES


 


[...***...]


 


G                                        TOTALCARE


 


Schedule
1                                      Covered Services


[...***...]


[...***...]


Schedule
4                                      Operating Report


Schedule
5                                      Line Replaceable Units (LRUs)


Schedule
6                                      Program Management and Support


 


H                                       TRENT 700 MANUALS


 


I                                            [...***...]


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit A – Aircraft Delivery Schedule


 


EXHIBIT A                                  AIRCRAFT
DELIVERY SCHEDULE


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit B – Operating Assumptions


 


EXHIBIT B                                  OPERATING
ASSUMPTIONS


 


[...***...]


 






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Rolls-Royce


General
Terms Agreement – Proprietary Data


 


Exhibit
C – Warranties


 


EXHIBIT C                                  WARRANTIES


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit D – Customer Services


 


EXHIBIT D                                  CUSTOMER
SERVICES


 


1                                         SCOPE


 


This
Exhibit D sets out support services available to Hawaiian subject to the
General Terms.


 


[...***...]


 


Standardized
procedures and policies shall be followed to ensure that services detailed in
this Exhibit D are performed in accordance with industry-accepted
standards.  These procedures and policies
include, but are not limited to, ATA Specifications and Airworthiness Authority
rules and/or guidance.  All Services
supplied to Hawaiian under this Exhibit shall comply with the then current
world customers’ supplier guide (“WASG”)
and the current ATA Specifications.


 


2                                         ROLLS-ROYCE CUSTOMER SERVICES
PACKAGE


 


2.1                                 Customer Services Manager


 


Rolls-Royce
shall designate a Customer Services Manager who shall provide coordination and
liaison between Hawaiian and Rolls-Royce in Derby in respect of the operation
of the Engines by Hawaiian for so long as Hawaiian operates at least 1 (one)
Aircraft.  Such services extend to issues including:


 


2.1.1                        managing emergency requirements;


 


2.1.2                        managing plans to incorporate Products into Hawaiian’s operations;


 


2.1.3                        agreeing on shop visit forecasts with Hawaiian and providing Hawaiian
with information regarding specific service items related to Product
performance;


 


2.1.4                        providing technical and operational direction and field support
recommendations to Hawaiian;


 


2.1.5                        assisting Hawaiian with the interpretation of Manuals; and


 


2.1.6                        assisting with the analysis and preparation of performance data to be
used in establishing operating practices and policies for Hawaiian’s operation
of the Products; and


 


2.1.7                        making scheduled visits to Hawaiian for the purposes of liaison.


 


[...***...]


 


Should
Hawaiian require additional or specialist visits to Hawaiian’s facilities,
other than as provided for in this Exhibit D, to assist in the operation
of Engines or training activities including, but not limited to, borescope
inspections and other Line Maintenance activities, Rolls-Royce reserves the
right to charge for such services [...***...].


 






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2.2                                 On Site Service Representative


 


2.2.1                        Rolls-Royce shall make available the services of a Customer Service
Representative at Hawaiian’s facilities at Honolulu, HI [...***...] Cover or for an
alternative period as mutually agreed to by the Parties.  [...***...]:


 


2.2.1.1               Local
technical support to assist in the resolution of technical problems;


 


2.2.1.2               Training
in the operation and maintenance of Engines;


 


2.2.1.3               Advice
regarding the borescoping and life management of installed Engines; and


 


2.2.1.4               Notification
to Rolls-Royce of all aspects of in-service issues affecting Hawaiian’s
operation of the Engine.


 


2.2.2                        Hawaiian shall make available to Rolls-Royce’s representative [...***...].


 


2.3                                 Supply of Technical Publications Data


 


2.3.1                        Commencing on signature of this Agreement, Rolls-Royce shall provide
Engine Manuals and other technical publications as appropriate [...***...] to
enable the operation and maintenance of the Engines in accordance with
Rolls-Royce’s operating instructions.


 


2.3.2                        Engine Manuals shall be supplied in English in accordance with ATA
Specifications and any translation or interpretation into another language that
may be required by Hawaiian is the responsibility of Hawaiian.


 


2.3.3                        [...***...]


 


2.3.4                        [...***...]


 


2.4                                 Customer Training


 


2.4.1                      [...***...]


 


2.4.2                        Rolls-Royce provides training courses in the operation and maintenance
of Engines at the following locations: (a) the Rolls-Royce Training Center
in Indianapolis, Indiana, USA; (b) Rolls-Royce’s training facilities in
Derby, England UK; or (c) the Rolls-Royce/CASC training centre in Tianjin,
China in accordance with a schedule published by Rolls-Royce.


 






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2.4.3                        Rolls-Royce’s training for the Engine comprises levels I through levels
IV in accordance with the ATA Specifications and details as published by
Rolls-Royce from time to time.


 


2.4.4                        [...***...]


 


2.4.5                        Should Hawaiian request training classes be provided at its own
facilities, such training shall be subject to availability [...***...].


 


2.4.6                        [...***...]


 


2.5                                 General Planning


 


Hawaiian
and Rolls-Royce shall within a reasonable time following signature of this
Agreement [...***...] to Hawaiian of the first Aircraft, agree on a schedule to
establish processes and procedures in connection with, without limitation, the
following items:


 


2.5.1                        Initial Provisioning;


 


2.5.2                        Training; and


 


2.5.3                        Entry into service planning.


 






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Rolls-Royce


General
Terms Agreement – Proprietary Data


 


Exhibit
E1 – Schedule 1 – Spare Engine Purchase


 


EXHIBIT
E-1                         FLEET
PROVISIONING SUPPORT — SPARE ENGINE PURCHASE


 


1                                         INTENT


 


This
Exhibit E-1 details the specific terms that are applicable to the purchase
of spare Engines in addition to the General Terms.


 


[...***...]


 


2                                         TYPE APPROVAL/CHANGE


 


2.1                                 The Specification, which forms
Exhibit I, has been drawn up to meet the official interpretations of the
Airworthiness Authority requirements in place at the date of this Agreement.


 


2.2                                 All spare Engines shall, at the time of
delivery, conform to the Specification and a type certificate issued by the
FAA.


 


2.3                                 [...***...]


 


2.4                                 If, after the date of signature of this
Agreement, a change is required to the spare Engines, either:


 


2.4.1                        to conform to the official interpretations of FAA requirements [...***...]
or


 


2.4.2                        to incorporate a modification or change that has been requested by
Hawaiian and accepted by Rolls-Royce;


 


then
Rolls-Royce shall issue a written change order, to be executed by the Parties,
and which shall constitute an amendment to this Agreement.  [...***...] The Parties shall work together to
minimize any increase in price due to such change.


 


3                                         INSPECTION AND ACCEPTANCE


 


Conformance
to the Specification shall be assured by Rolls-Royce through the maintenance of
procedures (including Engine acceptance testing), systems and records approved
by the FAA.  An authorised release certificate shall be
issued by Rolls-Royce.


 


4                                         PRICE AND PAYMENT


 


4.1                                 The base price and description of supply of
spare Engines is set out in Schedule 1 to this Exhibit E-1.  The purchase price of spare Engines shall be
the base price escalated in accordance with the formula specified in Schedule 2
to this Exhibit E-1.


 


4.2                                 Hawaiian has made or shall make payments in
United States Dollars for each Trent 772B spare Engine as follows:-


 


[...***...]


 






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4.3                                 The Deposit Payments Price for each spare
Engine specified [...***...] of this Exhibit E-1 shall be calculated in
accordance with the following formula:


 


[...***...]


 


4.4                                 [...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit E1 – Schedule 1 – Delivery Schedule and Base Price


 


EXHIBIT
E-1


SCHEDULE 1
- DELIVERY SCHEDULE AND BASE PRICE


 


[...***...]


 


In the event that Leased Aircraft enter the fleet
before the Firm Aircraft, then the above delivery schedule shall be amended
such that Hawaiian shall purchase the first spare Engine to coincide with the
delivery of the first Leased Aircraft.


 


[...***...]
Subject to compliance at all times with the Minimum Spare Engine Level, each
spare Engine that Hawaiian acquires as a result of incorporation of   Leased Aircraft into its fleet shall reduce
the number of spare Engines required to be acquired by Hawaiian as a result of
the Firm Aircraft Spare Engine Requirement and Purchase Right Aircraft Spare Engine
Requirement on a one-for-one basis.


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit E1 – Schedule 2 – Engine Base Price Escalation Formula


 


EXHIBIT E-1


SCHEDULE 2 - ENGINE BASE PRICE ESCALATION FORMULA


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit E2 – Fleet Provisioning Support – Spare Parts Terms


 


EXHIBIT
E-2                         FLEET
PROVISIONING SUPPORT - SPARE PARTS TERMS


 


[...***...]


 


1                                         INTENT AND TERM


 


1.1                                 Except as otherwise agreed in this Agreement
Hawaiian shall buy from Rolls-Royce all of its requirements for Parts (except
those Parts which Rolls-Royce has agreed may be purchased from Vendors) and
Rolls-Royce shall sell such Parts to Hawaiian in quantities sufficient to meet
Hawaiian’s requirements.


 


1.2                                 Except as otherwise agreed in this Agreement
Hawaiian shall purchase any Tooling from Rolls-Royce.  Lead times for Tooling shall be quoted by
Rolls-Royce on an as-required basis.


 


1.3                                 Rolls-Royce and Hawaiian shall comply with
the ATA Specifications with regard to supply of Parts except as otherwise
agreed in this Agreement.


 


1.4                                 Hawaiian shall provide any information
reasonably required to become established on the Rolls-Royce on-line spares
management system.


 


1.5                                 [...***...]


 


2                                         PROVISIONING


 


2.1                                 Hawaiian shall purchase and maintain an
adequate stock of Parts and Tooling to support its operation of the
Engines.  [...***...]


 


2.2                                 [...***...]


 


3                                         FORECASTING


 


3.1                                 Rolls-Royce shall assist Hawaiian in the
production of forecasts, based upon the Hawaiian EMP, specifying projected
requirements for Parts and Tooling to cover a minimum of the following 12 month
period.  Hawaiian shall give Rolls-Royce
as much notice as possible of any change in such requirements.


 


3.2                                 Hawaiian and Rolls-Royce shall [...***...] agree
on an Engine shop visit forecast covering scheduled Repair at an Overhaul Base
and a [...***...] contingency covering likely unscheduled Repair at an Overhaul
Base.  Such forecast shall, as a minimum,
detail monthly shop visits for a period of [...***...] and quarterly shop visits
for a further [...***...] period and such forecast shall be updated at least
quarterly.


 


[...***...]


 






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4                                         ORDERING PROCEDURE


 


Hawaiian
shall place purchase orders for Parts Tooling in accordance with Clause 3 of
the General Terms. Rolls-Royce shall promptly acknowledge receipt of each order
for Parts and Tooling in accordance with the ATA Specifications. Unless
qualified, such acknowledgement shall constitute an acceptance of the order
under the terms of this Agreement.


 


The
Parties shall [...***...] establish electronic data interchange (“EDI”) links to enable electronic ordering
and invoicing, in accordance with ATA Specifications.  Such EDI Links shall also be used for formal
communications between the Parties, in a format to be agreed.


 


5                                         ORDER CANCELLATION


 


[...***...]


 


6                                         LEAD TIMES


 


6.1                                 Parts shall be scheduled to be delivered in
accordance with the lead time specified by Rolls-Royce in the published parts
catalog except for Parts required for provisioning in accordance with Clause 2
above.


 


6.2                                 Where Hawaiian has an urgent requirement for
a Part Rolls-Royce shall endeavor to deliver such Part within the
time limits specified by Hawaiian and it shall be Rolls-Royce’s objective to
advise Hawaiian of Rolls-Royce’s proposed action in response to such orders as
follows:


 


[...***...]


 


7                                         MODIFICATIONS TO PARTS


 


7.1                                 Rolls-Royce shall be entitled to substitute
modified Parts in place of Parts ordered by Hawaiian, provided that the said
modification does not negatively affect the: price (if chargeable), weight,
two-way interchangeability or performance of the Part or Engine and
suitability of such Part for its intended purpose and Rolls-Royce has
received the approval of the Airworthiness Authority in accordance with the
relevant Rolls-Royce Service Bulletin, and shall notify Hawaiian of such substitution
prior to delivery.


 


7.2                                 Modified Parts shall be supplied unless the
modifications stated in the Service Bulletins are non-mandatory and Hawaiian
states in writing to Rolls-Royce, [...***...] of the issue of the relevant Service
Bulletin, that the modification is not required, in which case, Hawaiian shall
be entitled to receive pre-modified Parts on terms to be agreed.


 


8                                         CONFORMANCE


 


All
Parts and, where necessary, Tooling shall be assured by Rolls-Royce through the
maintenance of procedures, systems and records approved by the Airworthiness
Authority.  An authorized release
certificate shall be issued by Rolls-Royce.


 






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9                                         SURPLUS INVENTORY


 


[...***...]


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


[...***...]


 


[...***...]


 






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Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – TotalCare Provision


 


EXHIBIT G                                  TOTALCARE PROVISION


 


1                                         INTENT


 


Rolls-Royce
TotalCare Services Limited agrees to provide certain services, for the Period
of Cover.  [...***...]


 


2                                         CHARGES


 


2.1                                 Hawaiian shall throughout the Period of Cover
for each Engine Flight Hour, pay the following charges to Rolls-Royce for the
provision of Covered Services. The Charges shall be paid in accordance with
Clause 3.


 


[...***...]


 


Charges
are at [...***...] levels and are subject to adjustment on the 1st January of each calendar
year in accordance with the formula set out in Schedule 2 to this
Exhibit G. Rolls-Royce shall notify Hawaiian of the adjusted charge for
each period.


 


[...***...]


 


2.2                                [...***...]


 


2.3                                 [...***...]


 


2.4                                 For all Additional Services undertaken,
Rolls-Royce, the Overhaul Base or the Repair Vendor shall invoice Hawaiian, and
Hawaiian shall pay, for such Additional Services at Rolls-Royce’s, the Overhaul
Base’s or the Repair Vendor’s [...***...] for Parts, labor, sub-contract Repair,
handling fees and test fees (including fuel and oil fees) as follows:


 


[...***...]


 


[...***...]


 


3                                         PAYMENT


 


[...***...]


 


3.4                                 Unless otherwise stated, all payments by Hawaiian
under this Agreement shall be made without any abatement, withholding,
deduction other than setoff against credit notes, or counterclaim, by wire
transfer to Rolls-Royce’s account as follows:


 


[...***...]


 


For
the purpose of this Clause 3.4, payment shall only be deemed to have been made
when cleared or good value funds are received in the applicable numbered
Rolls-Royce bank account.


 






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4                                         WARRANTY &
GUARANTEE BENEFITS


 


4.1                                 In respect of all new Parts incorporated by
Rolls-Royce or Services undertaken by Rolls-Royce in accordance with the
provision of Covered Services during the Period of Cover, the Warranties
granted by Rolls-Royce as set out in Exhibit C to this Agreement shall
apply subject to all terms contained therein.


 


4.2                                 In relation to Qualified Equipment only,
[...***...] Clause 7, Clause 8 and Clause 9 of Exhibit C, Hawaiian
waives any entitlement to receive any benefit whatsoever whether by way [...***...]
in respect of Covered Services during the Period of Cover to the extent the
scope of action as a Covered Service would be at least as comprehensive as that
under Warranty. However, all Warranties shall remain in full force and effect
and entitlement to receive benefits shall be restored upon conclusion of the
Period of Cover.


 


5                                         ENGINE MANAGEMENT PLAN


 


[...***...]


 


6                                         GENERAL REQUIREMENTS


 


6.1                                 Operation and Line Maintenance


 


Hawaiian shall:


 


6.1.1                        operate and maintain Qualified Equipment in accordance with the
requirements of the Airworthiness Authorities (for example, with respect to the
management of Life Limited Parts, the adherence to Airworthiness Directives and
the incorporation or performance of Alert Service Bulletins to the extent that
such Airworthiness Directives and Alert Service Bulletins are incorporated free
of charge by Rolls-Royce); and


 


6.1.2                        operate and maintain Qualified Equipment in accordance with the
Manuals, [...***...]; and


 


6.1.3                        perform all scheduled and unscheduled Line Maintenance on Engines as
may be required pursuant to the Manuals and the requirements of the EMP,
[...***...]; and


 


6.1.4                        allow Rolls-Royce to comply with its reasonable requirements and
recommendations with respect to the introduction of modifications or Alert
Service Bulletins and Recommended Service Bulletins; and


 


6.1.5                        upon notification by Rolls-Royce or the EHM Service Provider of an
adverse trend in engine condition monitoring, undertake such reasonable
troubleshooting actions as are appropriate under the circumstances and  promptly provide Rolls-Royce with the results
of such investigations and any relevant diagnostic data.  [...***...]; and


 


6.1.6                        in accordance with normal airline operating procedures, provide a
reasonably adequate level of training for line station personnel and shall
ensure that such line station personnel receive initial and follow up training,
as provided for under Clause 2.4 of Exhibit D, from time to time, on
Engine maintenance troubleshooting techniques 


 






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and
such Aircraft maintenance troubleshooting techniques required to facilitate the
correct isolation of faults (to the Engine or Aircraft).


 


6.2                                 Preparation and Transport of Qualified
Equipment


 


[...***...]


 


6.2.2                        acquire and maintain, during the Period of Cover, the Required Stock
Level to support its operation and maintenance of the Qualified Equipment and
comply with the relevant paragraphs of the Manuals in respect of the shipping,
maintenance and storage of Products; and


 


6.2.3                        perform the removal of Qualified Equipment from Aircraft, configure the
Engines to a standard suitable for transportation, subsequently prepare
redelivered Qualified Equipment for installation, and perform the installation
of Qualified Equipment on Aircraft.


 


6.3                                 Records, Data and Reporting


 


Hawaiian shall:


 


6.3.1                        maintain such airworthiness certificates, licenses, log books, flight
manuals, records and other data pertaining to Engines, including Engine
accessories and the operation and maintenance thereof, as required by law, and
shall permit Rolls-Royce or its authorised representative to inspect such
records and data upon prior arrangement, as reasonably required, upon
reasonable notice to Hawaiian and at Rolls-Royce’s expense.


 


6.3.2                        maintain full and up to date records of Engine operation, Flight Hours
and cycles flown and shall permit Rolls-Royce or its authorized representative
to inspect such records upon reasonable notice to Hawaiian and at Rolls-Royce’s
expense.


 


6.3.3                        [...***...]


 


6.3.4                        comply with the security requirements and obligations, as may be
amended from time to time, of Rolls-Royce and, where appropriate, its
associated service providers, with respect to Hawaiian access to controlled web
sites, web pages or other remotely accessed data systems provided by
Rolls-Royce, or other service providers (including without limitation the EHM
Service Provider) as part of the Covered Services.


 


6.3.5                        enter into any appropriate licence agreements for Hawaiian’s
use of such Rolls-Royce or Rolls-Royce plc’s proprietary software (or that of
Rolls-Royce’s associated service providers, as appropriate) that is reasonably
requested or, which is necessary to deliver the Covered Services, provided such
licence is free of charge to Hawaiian.


 


6.3.6                        without any limitation to any of its other rights under this Agreement
be deemed to have accepted Repair undertaken on Qualified Equipment upon issue
of a properly 


 






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authorised
EASA or FAA release note or other approval certificate by Rolls-Royce or
Overhaul Base (as applicable).


 


6.3.7                        at the start of the Period of Cover on written request and at no charge
provide the unit serial numbers, including spare units, relating to LRU’s.


 


6.3.8                        [...***...]


 


7                                         TITLE AND RISK OF LOSS


 


7.1                                 [...***...] title to and risk of loss of or
damage to any Parts replaced under this Exhibit G, whether scrap or
Repairable, shall pass to Rolls-Royce or such third party as Rolls-Royce may
designate upon removal from Qualified Equipment for repair or replacement, and
the provision to Hawaiian or such lessor of title to a replacement
Part free of all liens.  If
requested by Rolls-Royce, Hawaiian shall scrap removed Parts locally at Rolls-Royce’s cost
if applicable.


 


7.2                                 Any replacement Parts incorporated in the
course of Repair or replacement LRU/LRPs incorporated during Line Maintenance
pursuant to this Exhibit G shall be deemed to have been sold to Hawaiian
and title to and risk of loss of and damage to such replacement Parts shall
pass to Hawaiian
upon redelivery of Qualified Equipment to Hawaiian pursuant to the terms of this
Exhibit G.


 


7.3                                 If any Qualified Equipment delivered to
Rolls-Royce is lost, destroyed or damaged during the time between such delivery
and return to Hawaiian
then Rolls-Royce shall, at its election, either:


 


7.3.1                        Repair such damage free of charge; or


 


7.3.2                        provide a replacement of equal or better
attributes (such as state of repair, condition, part number version, service
bulletin level, age, hours and cycles) than the part lost, destroyed or
damaged, operated in a similar benign environment and be in accordance with the
minimum build requirements stated in the Hawaiian EMP.


 


7.4                                 Hawaiian and Rolls-Royce
each warrant to the other that each shall accomplish the transfer to the other
of the full legal title to any equipment exchanged above, free and clear of all
charges, liens and encumbrances.  Hawaiian warrants
that it shall obtain the authorization of the owner or financier of such
equipment (if Hawaiian
is not the owner), to effect such exchanges of title and Rolls-Royce shall
cooperate with the reasonable requirements of such owner or financier. Hawaiian
shall not without the prior written consent of Rolls-Royce (such consent shall
not be unreasonably withheld) enter into any arrangement or agreement which
might prejudice or impair its ability to perform its obligations under this
Clause.  Hawaiian and Rolls-Royce shall each
take all necessary steps to secure the release with respect to any charges,
liens and encumbrances with respect to any such equipment exchanged.  Each Party shall indemnify the other Party
for its failure to comply with this Clause 7.4.


 


8                                         SERVICE CONTINUITY PLAN


 


8.1                                  [...***...]


 






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9                                         DISPUTE RESOLUTION


 


9.1                                 Without prejudice to any other rights or
remedies available to the non-defaulting Party, if a material default occurs
then the non-defaulting Party may by giving written notice to the other Party
invoke the following process:


 


9.1.1                        the Parties shall meet within [...***...] of the
notice of default to discuss the failure to remedy the default, if such default
has not already been remedied; and


 


9.1.2                        if such default has not already been
remedied, the Parties shall agree on a recovery plan (the “Recovery
Plan”) and meet at regular intervals to review this agreed Recovery
Plan. In the event that the Parties cannot agree to a Recovery Plan, then the
non-defaulting Party shall propose a reasonable Recovery Plan for the
defaulting party to work to attain.


 


[...***...]


 


9.2.                              [...***...]


 


9.3                                 [...***...]


 


9.4                                 If Rolls-Royce is hindered or prevented from
delivering Services within the agreed delivery schedule (as such time may be
extended pursuant to the other provisions of this Agreement) due to Excusable Delay then the provisions of
Clauses 9.5.and 9.6 below shall apply.


 


9.5                                 Upon the occurrence of an Excusable Delay:


 


9.5.1                        Rolls-Royce shall notify Hawaiian of such Excusable Delay [...***...];


 


9.5.2                        Rolls-Royce shall [...***...] reduce the effect
of any delay;


 


9.5.3                        except as provided in Clauses 9.5.4 or 9.6
below, the time for delivery of Services shall be extended by a period equal to
the period for which delivery shall have been so hindered or prevented;


 


9.5.4                        with respect to an Excusable Delay affecting
any Services, Rolls-Royce shall notify Hawaiian of the revised delivery
schedule of the applicable Services; and


 


9.5.5                        [...***...] after the removal of the cause of
such Excusable Delay Rolls-Royce shall resume performance of its obligations
under this Agreement.


 


[...***...]


 


[...***...] Rolls-Royce shall be entitled to reschedule
delivery of the affected Services. Rolls-Royce shall confirm to Hawaiian the
new delivery schedule after the [...***...] period referred to in 


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


46

















 


Clause 9.7, and the date of
delivery pursuant to such revised delivery schedule shall be as agreed by the
parties.


 


9.9                                 If Rolls-Royce obtains knowledge of any cause
or event which may reasonably be expected to delay delivery of any Service
beyond the agreed delivery or performance schedule for any reason which is not
an Excusable Delay, then:


 


9.9.1                      Rolls-Royce shall notify Hawaiian of such cause or event [...***...]


 


9.9.2                        Rolls-Royce shall [...***...] reduce the effect of any delay.


 


[...***...]


 


9.12                           [...***...] then Rolls-Royce shall be entitled to reschedule delivery of
the affected Service. Rolls-Royce shall confirm to Hawaiian the new delivery
schedule after the [...***...] period referred to in Clause 9.7 and the date of
delivery pursuant to such revised delivery schedule shall be as agreed by the
parties.


 


9.13                           The rights and remedies set forth above in this Section 9 shall
not be deemed to be mutually exclusive and shall be without prejudice to any
other rights and remedies the parties have under the law or under this
Agreement.


 


10                                  INSURANCE


 


Hawaiian shall maintain such insurances on Hawaiian
owned and Leased Aircraft including Engines as is standard commercial practice
for the aviation industry (except when on the premises of the Overhaul Base, in
which case, Rolls-Royce shall be responsible for insuring the Engines).


 


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


47

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1 - Covered Services


 


EXHIBIT G


SCHEDULE 1 - COVERED SERVICES


 


[...***...]


 


1                                          Engine Repair;


 


2                                          [...***...];


 


3                                          Access to Lease Engines;


 


4                                          Engine Health Monitoring Services/Engine
Management Services;


 


5                                          [...***...];


 


6                                          [...***...]; and


 


7                                          Program Management and Support;


 


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


48

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1(1) – Engine Repair


 


1                                         ENGINE REPAIR


 


1.1                                 In consideration of the payment of Charges by
Hawaiian,
Rolls-Royce shall perform, or arrange for the performance of Repair or
replacement of a Part as appropriate, required for all Qualified Equipment
experiencing Qualified Events during the Period of Cover during Line
Maintenanceor a shop visit. 
Additionally, Rolls-Royce shall undertake any other work, and Hawaiian
shall pay for such work as Additional Services in accordance with Clause 2.4 of
Exhibit G. All such work shall be undertaken in accordance with the
Hawaiian EMP.


 


1.2                                 Hawaiian shall place a
purchase order onto Rolls-Royce, subject to the terms of this Agreement,
requesting Repair, specifying the Engine and specifying any requested
Additional Services. [...***...]


 


1.3                                 Hawaiian shall provide
all necessary Engine Documentation to support the Repair of the Engine [...***...].


 


1.4                                 Rolls-Royce shall require the Overhaul Base
to maintain records of Repair undertaken in accordance with the FAA’s
requirements and deliver such documentation as is reasonably required by Hawaiian.


 


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


49














 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1(2) – LRU/LRP Services


 


2                                         [...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


50

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1(3) Access to Lease Engines


 


3                                         ACCESS TO LEASE ENGINES


 


In
addition to any other rights and benefits available to Hawaiian under this
Agreement, provided Hawaiian maintains the Minimum Spare Engine Level as
detailed in Exhibit E-1 hereto and continues to pay the Charges as set out
in Clause 2 of this Exhibit, then Rolls-Royce shall provide access to Lease
Engines [...***...]:


 


3.1                                 Rolls-Royce and Hawaiian will work together
during the Period of Cover to avoid, wherever practical, Hawaiian’s quantity of
spare Engines [...***...], by reviewing schedules, planning Engine maintenance and
engine condition monitoring.


 


3.2                                 If Hawaiian advises Rolls-Royce in writing that
the quantity of serviceable spare Engines available to Hawaiian [...***...] during the Period of
Cover, then Rolls-Royce shall follow the following process:


 


3.2.1                        Within [...***...];


 


3.2.2                        Within such time, the Engine shall be prepared and ready for shipment
[...***...]


 


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


51

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1(5) – Engine Transportation


 


4                                         ENGINE HEALTH MONITORING
SERVICES/ENGINE MANAGEMENT SERVICES


 


[...***...],
Rolls-Royce and the EHM Service Provider shall provide Hawaiian with Engine health monitoring
services as described in this Schedule 1(4).


 


4.1                                 Rolls-Royce shall:


 


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


52

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


Exhibit G – Schedule 1(6) – Program Management & Support


 


6                                         PROGRAM
MANAGEMENT & SUPPORT


 


6.1                                 Rolls-Royce shall assign a management team (“TotalCare Management Team”) to provide
comprehensive support for this Agreement. 
The TotalCare Management Team, and any additional resource and support
representatives (collectively “Representatives”),
will remain employees of Rolls-Royce or an affiliated company.  The Representatives will assist the TotalCare
Management Team to provide and manage the provision of the agreed Covered
Services.


 


6.2                                 The TotalCare Management Team shall work with
Hawaiian to manage the fleet in an optimum manner taking into account the
operational requirements of Hawaiian and the needs of Rolls-Royce to manage the
fleet in the most effective way.


 


[...***...]


 


6.3                                 The TotalCare Management Team and appropriate
Representatives shall (i) assist Hawaiian in the interpretation of trend
data, EHM Alerts, Advisories and Exceedences provided by the EHM Service
Provider, (ii) advise and assist Hawaiian with removals planning,
(iii) advise Hawaiian on the appropriate Line Maintenance, performance
retention and general trouble shooting activities, (iv) define engine shop
visit workscopes (in accordance with the agreed EMP) and agree with Hawaiian on
the extent, if any, of non-qualifying work and (v) provide Overhaul Base
management.


 


6.4                                 Hawaiian shall retain responsibility for the
continuing airworthiness of the Engines which shall include, but is not limited
to, control of Life Limited Parts in Hawaiian’s operation and the demonstration
of the compliance with all Airworthiness Directives and Alert Service
Bulletins.


 


6.5                                 The TotalCare Management Team will facilitate
access by Hawaiian to the Overhaul Base for the purposes of performing quality
surveillance and audits required for the purposes of Hawaiian obtaining and
maintaining its Airworthiness Authority approval. [...***...]


 


6.6                                 The TotalCare Management Team shall be the
Rolls-Royce representative for the purposes of the agreement of the EMP and any
changes thereto. [...***...]


 


6.7                                 If Hawaiian requires work to be undertaken
which is outside the workscope, as defined by the EMP, then Hawaiian may
request for the work to be undertaken and such work shall be considered
Additional Services.


 


6.8                                 Hawaiian shall agree with Rolls-Royce on a
TotalCare readiness plan and all agreed actions shall be completed prior to
entry into service of the first Aircraft. [...***...]


 


6.9                                 Rolls-Royce will develop with Hawaiian a
working level manual (“TotalCare
Administration Manual”), which will be completed by the first
anniversary of the first Aircraft delivery. The intent of the TotalCare
Administration Manual is to ensure that both Parties have a mutual and clear
understanding of the practical requirements and obligations and agreed procedures
for the performance of those requirements and obligations.  [...***...]


 


[...***...]


 


6.12                           Hawaiian shall grant to the TotalCare Management Team and TotalCare
Representatives, whilst assigned to Hawaiian’s sites, the following facilities:


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


53

















 


6.12.1                  reasonable provision of office accommodation;
and


 


6.12.2                  reasonable site access for the performance of
the Covered Services


 


6.12.3                  access to emergency medical attention to the
extent normally provided to Hawaiian’s own employees.


 


6.13                           It shall be Rolls-Royce responsibility to ensure that such team members
and representatives are able to obtain proper credentials to enter Hawaiian’s
facilities inside the secure area (Airport AOA). [...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


54

















 


Rolls-Royce


General Terms Agreement – Proprietary Data


 


[...***...]


 


EXHIBIT G


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


55

















 


EXHIBIT G


[...***...]


 






***
Material has been omitted pursuant to a request for confidential treatment and
filed separately with the SEC


 


56














 


Rolls-Royce


General Terms Agreement — Proprietary Data


 


Exhibit G — Schedule 4 — Operating Report


 


EXHIBIT G


SCHEDULE 4 - OPERATING REPORT


 


Customer :


End Report Date :


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Aircraft

  	
   

  	
  Aircraft

  	
   

  	
  Engine

  	
   

  	
  Engine

  	
   

  	
   

  	
   

  
	
  Eng. Ser. No.

  	
   

  	
  Eng Model

  	
   

  	
  A/C Reg.

  	
   

  	
  A/C S/N

  	
   

  	
  A/C Pos.

  	
   

  	
  Hr / Mo.

  	
   

  	
  Cyc / Mo.

  	
   

  	
  TSN

  	
   

  	
  CSN

  	
   

  	
  Hr / Mo.

  	
   

  	
  Cyc / Mo.

  	
   

  	
  TSN

  	
   

  	
  CSN

  	
   

  	
  % ED

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  signature

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  name & title

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  date signed

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






*** Material has been omitted pursuant to a request for confidential
treatment and filed separately with the SEC


 


57














 


Rolls-Royce


General
Terms Agreement – Proprietary Data


 


Exhibit
G – Schedule 5 - LRUs


 


EXHIBIT G


SCHEDULE 5 - LINE REPLACEABLE UNITS (LRUs)


 


[...***...]


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


58

















 


Rolls-Royce


General Terms
Agreement – Proprietary Data


 


Exhibit H -
Trent 700 Manuals


 


EXHIBIT H                                  LIST OF TRENT 700 MANUALS


 


[...***...]


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


59

















 


Rolls-Royce


General
Terms Agreement – Proprietary Data


 


Exhibit
I – Specification


 


EXHIBIT
I                                       SPECIFICATION


 


[...***...]


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


60

















 


Rolls-Royce


General
Terms Agreement – Proprietary Data


 


[...***...]


 


[...***...]


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


61

















 


	
  

  	
  Rolls-Royce
  plc

  
	
  PO Box 31, Derby
  DE24 8BJ, England

  
	
  Telephone:
  +44 (0) 1332 242424

  
	
  Fax: +44 (0)
  01332 249936

  
	
  www.rolls-royce.com

  



 


 


Hawaiian Airlines, Inc.


3375 Koapaka
Street,


Suite G350,


Honolulu, Hawaii 96819,


USA


 


 


Date: October 27, 2008


 


 


Dear Sirs,


 


SIDE LETTER AGREEMENT
NUMBER ONE TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 (THE “AGREEMENT”)


 


[...***...]


 


Rolls-Royce plc Registered office: 65 Buckingham Gate,
London SW1E 6AT.


Company number: 1003142. Registered in England


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


1

















 


	
  

  	
  Rolls-Royce
  plc

  
	
  PO Box 31, Derby
  DE24 8BJ, England

  
	
  Telephone:
  +44 (0) 1332 242424

  
	
  Fax: +44 (0)
  01332 249936

  
	
  www.rolls-royce.com

  



 


 


Hawaiian
Airlines, Inc.


3375 Koapaka
Street,


Suite G350,


Honolulu, Hawaii 96819,


USA


 


 


Date:
October 27, 2008


 


 


Dear Sirs,


 


SIDE
LETTER AGREEMENT NUMBER TWO TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 (THE “AGREEMENT”)


 


[...***...]


 


Rolls-Royce plc Registered office: 65 Buckingham Gate,
London SW1E 6AT.


Company number: 1003142. Registered in England


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


1

















 


	
  

  	
  Rolls-Royce
  plc

  
	
  PO Box 31, Derby
  DE24 8BJ, England

  
	
  Telephone:
  +44 (0) 1332 242424

  
	
  Fax: +44 (0)
  01332 249936

  
	
  www.rolls-royce.com

  



 


 


Hawaiian Airlines, Inc.


3375 Koapaka
Street,


Suite G350,


Honolulu, Hawaii 96819,


USA


 


 


Date: October 27, 2008


 


 


Dear Sirs,


 


SIDE LETTER AGREEMENT
NUMBER THREE TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 (THE “AGREEMENT”)


 


[...***...]


 


Rolls-Royce plc Registered office: 65 Buckingham Gate,
London SW1E 6AT.


Company number: 1003142. Registered in England


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


1

















 


	
  

  	
  Rolls-Royce
  plc

  
	
  PO Box 31, Derby
  DE24 8BJ, England

  
	
  Telephone:
  +44 (0) 1332 242424

  
	
  Fax: +44 (0)
  01332 249936

  
	
  www.rolls-royce.com

  



 


 


Hawaiian Airlines, Inc.


3375 Koapaka
Street,


Suite G350,


Honolulu, Hawaii 96819,


USA


 


 


Date: October 27, 2008


 


 


Dear Sirs,


 


SIDE LETTER AGREEMENT
NUMBER FOUR TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 (THE “AGREEMENT”)


 


Reference is
made to the Agreement which sets forth certain terms between the Parties with
regard to the provision by Rolls-Royce to Hawaiian of Products and Services in
support of the operation of the Aircraft.


 


This Side
Letter Agreement Number Four to the Agreement (“SLA4”)
records the agreement of the parties with regard to Clause 10 of the Agreement
(Non Disclosure).


 


Defined terms
used in this SLA4 shall have the same meanings as in the Agreement, unless
defined otherwise.


 


1.                                                        CONFIDENTIALITY


 


Rolls-Royce
hereby agrees that the consultancy
company Aviation Contract Solutions Ltd., including its directors, shall be
included as a Party under Clause 10 of the Agreement.


 


2.                                                        ASSIGNMENT


 


The terms and
conditions of this SLA4 are
personal to Hawaiian and may not, under any circumstances, be assigned, novated
or otherwise transferred to any third party, except as permitted by the third
paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation
or other transfer of the terms and conditions of this SLA4 shall be void.


 


3.                                                        GENERAL


 


All rights,
obligations and liabilities under
this SLA4 shall be subject to and in accordance with the provisions of the
Agreement and except as specifically amended herein, the provisions of the
Agreement shall remain in full force and effect as if set out in full herein
and further, this SLA4 is made without prejudice to either of the Parties’
existing rights (unless expressly stated in this SLA4) set forth or arising
under the Agreement. In the event of any conflict between the terms of this
SLA4 and the Agreement, the terms of this SLA4 shall prevail.


 


Rolls-Royce plc Registered office: 65 Buckingham Gate,
London SW1E 6AT.


Company number: 1003142. Registered in England


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


1

















 


4.                                                        CONFIDENTIALITY
AND LAW


 


New York Law
shall govern this SLA4.  The provisions of this SLA4 are
confidential and shall not (except as provided in Clause 10.7 of the Agreement)
be disclosed to any third party without the prior written consent of the other
party.


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


2

















 


As WITNESS
WHEROF the Parties have caused this SLA4 to be signed on their behalf by the
hands of their duly authorised officers the day and year first before written.


 


 


	
  Signed
  for and on behalf of:

  	
   

  	
  Signed
  for and on behalf of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  ROLLS-ROYCE
  plc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed

  	
   

  	
   

  	
  Printed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signed
  for and on behalf of:

  
	
  HAWAIIAN AIRLINES, INC.

  	
   

  	
  ROLLS-ROYCE
  TOTALCARE SERVICES LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Printed

  	
   

  	
   

  	
  Printed

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  



 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


3

















 





 


October 27, 2008


 


Rolls-Royce plc


Attn. Assistant Vice
President - Americas


PO Box 31


Derby


DE24 8BJ


England


 


Ladies and Gentlemen:


 


[...***...]


 






*** Material has been omitted pursuant to a request for
confidential treatment and filed separately with the SEC


 


4