HAWAIIAN HOLDINGS INC (Form: 10-K, Received: 02/09/2015 16:53:21)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________________________

FORM 10-K



(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .

Commission file number 1-31443

HAWAIIAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		71-0879698 (I.R.S. employer identification no.)
3375 Koapaka Street, Suite G-350, Honolulu, Hawai'i (Address of principal executive offices)		96819 (Zip code)

Registrant's telephone number, including area code: (808) 835-3700

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Common Stock ($0.01 par value)		NASDAQ Stock Market, LLC (NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨	Accelerated filer x	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Rule Act 12b-2). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $659 million, computed by reference to the closing sale price of the Common Stock on the NASDAQ Global Select Market, on June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter.

As of January 23, 2015, 54,475,352 shares of Common Stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for Annual Meeting of Stockholders to be held on May 20, 2015 will be incorporated by reference into Part III of this Form 10-K.



___________________________________________________________________________________________

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TABLE OF CONTENTS



		Page
PART I		3
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	18
ITEM 2.	PROPERTIES	18
ITEM 3.	LEGAL PROCEEDINGS	20
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II		21
ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	21
ITEM 6.	SELECTED FINANCIAL DATA	22
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	38
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	82
ITEM 9A.	CONTROLS AND PROCEDURES	82
ITEM 9B.	OTHER INFORMATION	85
PART III		85
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	85
ITEM 11.	EXECUTIVE COMPENSATION	85
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	85
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	85
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	85
PART IV		85
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	85
SIGNATURES		98

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance. Such forward-looking statements include, without limitation: any expectations of operating expenses, deferred revenue, interest rates, income taxes, deferred tax assets, valuation allowance or other financial items; statements regarding factors that may affect our operating results; statements regarding our goals, mission and areas of focus; statements regarding factors that may affect our ability to fund our working capital, capital expenditures or other general purpose needs; statements related to the impact of our low-cost structure on funding our growth strategy and market opportunities; statements regarding our ability to pay taxes with working capital; estimates of fair value measurements; statements related to aircraft maintenance and repair costs and deposits and timing of maintenance activities; statements related to cash flow from operations and seasonality; estimates of required funding of and contributions to our defined benefit pension and disability plan; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; statements regarding the availability and cost of fuel; statements regarding our wages and benefits and labor costs and agreements; statements regarding the implementation, effective date and costs of compliance with regulations promulgated by the FAA, DOT and other regulatory agencies; statements related to airport rent rates and landing fees; statements regarding aircraft rent expense; statements regarding the status of federal and state legislation; statements regarding our total capacity and yields on routes; statements regarding compliance with potential environmental regulations; statements regarding potential dilution of our securities; statements regarding cost liability and deferred revenue estimates related to the frequent flyer program; statements related to our hedging program; statements concerning the impact of, and changes to, accounting principles, policies and estimates; statements regarding our net operating loss carryforwards; statements regarding credit card holdback; statements regarding the availability of financing; statements regarding our capital expenditures; statements regarding potential violations under the our debt or lease obligations; statements regarding our intent to settle the principal amount of our convertible notes in cash; statements regarding our ability to comply with covenants under our financing arrangements; statements regarding our intention to obtain additional debt or lease financing for aircraft deliveries; statements related to capital expenditures impacting future debt levels and pre-delivery payments; statements regarding the expiration of aircraft leases; statements related to risk management, credit risks and air traffic liability; statements related to future U.S. and global economic conditions or performance; statements related to changes in our fleet plan and related cash outlays; statements related to expected delivery of new aircraft and associated costs for spare engines, replacement parts, maintenance, employee training and other implementation activities; statements projecting non-aircraft related capital expenditures; statements related to commissions and selling expenses; statements related to potential route expansion; statements related to aircraft and passenger servicing; statements related to service expansion and related operating expenses; statements related to the effects of any litigation on our operations or business; statements related to the amount of competition on our routes by other domestic and foreign carriers; statements related to fare modifications; statements related to continuous investments in technology and systems; and statements as to other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Words such as "expects," "anticipates," "projects," "intends," "plans," "believes," "estimates," variations of such words, and similar expressions are also intended to identify such forward- looking statements. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environment, all of which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements include those discussed under the heading "Risk Factors" in Item 1A in this Annual Report on Form 10-K and the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements. All forward-looking statements included in this document are based on information available to us as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date hereof.

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PART I

ITEM 1. BUSINESS.

Overview

Hawaiian Holdings, Inc. (the "Company," "Holdings," "we," "us" and "our") is a holding company incorporated in the State of Delaware. The Company's primary asset is the sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. ("Hawaiian"). Hawaiian was originally incorporated in January 1929 under the laws of the Territory of Hawai'i and became our indirect wholly-owned subsidiary pursuant to a corporate restructuring that was consummated in August 2002. Hawaiian became a Delaware corporation and the Company's direct wholly-owned subsidiary concurrent with its reorganization and reacquisition by the Company in June 2005.

Our Business

We are engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes), between the Hawaiian Islands and certain cities in the United States (the North America routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as our Scheduled Operations. We offer non-stop service to Hawai'i from more U.S. gateway cities ( 11 ) than any other airline, and also provide approximately 166 daily flights between the Hawaiian Islands. In addition, we also operate various charter flights.

We are the longest serving airline as well as the largest airline headquartered in the State of Hawai'i, and the 11th largest domestic airline in the United States based on revenue passenger miles (RPMs) reported by the Research and Innovative Technology Administration Bureau of Transportation Services as of October 2014 , the latest data available.

At December 31, 2014 , our fleet consisted of 18 Boeing 717-200 aircraft for the Neighbor Island routes and 10 Boeing 767-300 aircraft and 19 Airbus A330-200 aircraft for the North America, International and charter routes. We also own three ATR42 turboprop aircraft for the "'Ohana by Hawaiian" Neighbor Island service which began in 2014.

Our goal is to be the number one destination carrier serving Hawai'i. We are a leisure airline devoted to the travel needs of the residents and visitors of Hawai'i and offer a unique travel experience. We are strongly rooted in the culture and people of Hawai'i and seek to provide quality service to our customers that exemplifies the spirit of aloha.

Outlook

Our mission every year is to grow a profitable airline with a passion for excellence, our customers, our people and the spirit of Hawai'i. In 2015 , we will focus on developing our existing markets, controlling our costs, preparing for the integration of new aircraft into our fleet, operating an innovative business to meet the needs of our new and existing customers, and maximizing shareholder value.

Flight Operations

Our flight operations are based in Honolulu, Hawai'i. At December 31, 2014 , we operated 218 scheduled flights with:


•	Daily service on our North America routes between the State of Hawai'i and Los Angeles, Oakland, Sacramento, San Diego, San Francisco and San Jose, California; Las Vegas, Nevada; Phoenix, Arizona; Portland, Oregon; and Seattle, Washington; and scheduled service between the State of Hawai'i and New York City, New York.


•	Daily service on our Neighbor Island routes among the four major islands of the State of Hawai'i;


•	Daily service on our International routes between the State of Hawai'i and Sydney, Australia; and Tokyo and Osaka, Japan and scheduled service between the State of Hawai'i and Pago Pago, American Samoa; Papeete, Tahiti; Brisbane, Australia; Auckland, New Zealand; Sapporo and Sendai, Japan; Seoul, South Korea; and Beijing, China.


•	Other ad hoc charters.

Fuel

Our operations and financial results are significantly affected by the availability and price of jet fuel. The following table sets forth statistics about our aircraft fuel consumption and cost.



Year	Gallons consumed	Total cost, including taxes		Average cost per gallon		Percent of operating expenses
	(in thousands)
2014	230,199	$	678,253	$	2.95	32.8	%
2013	226,214	$	698,802	$	3.09	34.6	%
2012	199,465	$	631,741	$	3.17	34.5	%

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As illustrated by the table above, fuel costs constitute a significant portion of our operating expenses. We purchase aircraft fuel at prevailing market prices, but seek to manage market risk through the execution of a hedging strategy. To manage economic risks associated with fluctuations in aircraft fuel prices, we periodically enter into derivative financial instruments such as heating oil puts and swaps and crude oil call and put options and collars.

Aircraft Maintenance

Our aircraft maintenance programs consist of a series of phased or continuous checks for each aircraft type. These checks are performed at specified intervals measured by calendar months, time flown or by the number of takeoffs and landings, or cycles operated. In addition, we perform inspections, repairs and modifications of our aircraft in response to Federal Aviation Administration (FAA) directives. Checks range from "walk around" inspections before each flight's departure, to major overhauls of the airframes which can take several weeks to complete. Aircraft engines are subject to phased maintenance programs designed to detect and remedy potential problems before they occur. The service lives of certain airframe and engine parts and components are time or cycle controlled, and such parts and components are replaced or refurbished prior to the expiration of their time or cycle limits. We have contracts with third parties to provide certain maintenance on our aircraft and aircraft engines.

Marketing and Ticket Distribution

We utilize various distribution channels including our website, www.hawaiianairlines.com , primarily for our North America and Neighbor Island routes, and travel agencies and wholesale distributors primarily for our International routes.

Our website, now available in English, Japanese, Korean and Chinese, offers our customers information on our flight schedules, information on our HawaiianMiles frequent flyer program, the ability to book reservations on our flights or connecting flights with any of our code-share partners, the status of our flights as well as the ability to purchase hotels, cars and vacation packages. We also publish fares with web-based travel services such as Orbitz, Travelocity, Expedia, Hotwire and Priceline. These comprehensive travel planning websites provide customers with convenient online access to airline, hotel, car rental and other travel services.

Frequent Flyer Program

The HawaiianMiles frequent flyer program was initiated in 1983 to encourage and develop customer loyalty. HawaiianMiles allows passengers to earn mileage credits by flying with us and our partner carriers. In addition, members earn mileage credits for patronage with our other program partners, including credit card issuers, hotels, car rental firms and general merchants, pursuant to our exchange partnership agreements. We also sell mileage credits to other companies participating in the program.

HawaiianMiles members have a choice of various awards based on accumulated mileage credits, with most of the awards being for free air travel on Hawaiian.

HawaiianMiles accounts with no activity (frequent flyer miles earned or redeemed) for 18 months automatically expire. The number of free travel awards used for travel on Hawaiian was approximately 536,000 in 2014 . The amount of free travel awards as a percentage of total revenue passengers was approximately 5.3% in 2014 . We believe displacement of revenue passengers is minimal due to our ability to manage frequent flyer seat inventory, and the relatively low ratio of free award usage to total revenue passengers.

Code-Share and Other Alliances

We have marketing alliances with other airlines that provide reciprocal frequent flyer mileage accrual and redemption privileges and code-shares on certain flights (one carrier placing its name and flight numbers, or code, on flights operated by the other carrier). These programs enhance our revenue opportunities by:


•	increasing value to our customers by offering easier access to more travel destinations and better mileage accrual/redemption opportunities;


•	gaining access to more connecting traffic from other airlines; and


•	providing members of our alliance partners' frequent flyer programs an opportunity to travel on our system while earning mileage credit in the alliance partners' programs.

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Our marketing alliances with other airlines as of December 31, 2014 were as follows:



	Hawaiian Miles Frequent Flyer Agreement	Other Airline Frequent Flyer Agreement	Code-share—Hawaiian Flight # on Flights Operated by Other Airline	Code-share—Other Airline Flight # on Flights Operated by Hawaiian
Air China	No	No	Yes	Yes
All Nippon Airways (ANA)	Yes	Yes	Yes	Yes
American Airlines (American)	Yes	Yes	No	Yes
China Airlines	Yes	Yes	Yes	Yes
Delta Air Lines (Delta)	No	Yes	No	Yes
JetBlue	Yes	Yes	Yes	No
Korean Air	Yes	Yes	Yes	Yes
United Airlines (United)	No	Yes	No	Yes
US Airways	No	Yes	No	Yes
Virgin America	Yes	Yes	Yes	No
Virgin Atlantic Airways	Yes	Yes	No	No
Virgin Australia	Yes	Yes	No	Yes

Although these programs and services increase our ability to be more competitive, they also increase our reliance on third parties.

Competition

The airline industry is extremely competitive. We believe that the principal competitive factors in the airline industry are:


•	Price;


•	Flight frequency and schedule;


•	On-time performance and reliability;


•	Name recognition;


•	Marketing affiliations;


•	Frequent flyer benefits;


•	Customer service;


•	Aircraft type; and


•	In-flight services.

North America —We face multiple competitors on our North America routes including major network carriers such as Alaska Airlines, American, United and Delta. Various charter companies also provide non scheduled service to Hawai'i mostly under public charter arrangements.

Neighbor Island —Our Neighbor Island competitors consist of regional carriers, which include Island Air, Mokulele Airlines, Pacific Wings and a number of other "air taxi" companies.

International —Currently, we are the only provider of direct service between Honolulu and each of Brisbane, Australia, Sapporo and Sendai, Japan; Pago Pago, American Samoa; and Papeete, Tahiti. However, we face multiple competitors from both domestic and foreign carriers on our other International routes.

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Employees

As of December 31, 2014 , we had 5,380 active employees, and approximately 86 % of our employees were covered by labor agreements with the following organized labor groups:



Employee Group	Represented by	Number of Employees	Agreement amendable on(*)
Flight deck crew members	Air Line Pilots Association (ALPA)	601	September 15, 2015
Cabin crew members	Association of Flight Attendants (AFA)	1,670	January 1, 2017
Maintenance and engineering personnel	International Association of Machinists and Aerospace Workers (IAM-M)	760	April 20, 2014
Clerical	IAM-C	1,534	January 1, 2014
Flight dispatch personnel	Transport Workers Union (TWU)	39	November 1, 2013

(*) Our relations with our labor organizations are governed by Title II of the Railway Labor Act of 1926, pursuant to which the collective bargaining agreements between us and these organizations do not expire but instead become amendable as of a certain date if either party wishes to modify the terms of the agreement.

Seasonality

Hawai'i is a popular vacation destination for travelers. For that reason, our operations and financial results are subject to substantial seasonal and cyclical volatility, primarily due to leisure and holiday travel patterns. Demand levels are typically weaker in the first quarter of the year with stronger demand periods occurring during June, July, August and December. We may adjust our pricing or the availability of particular fares to obtain an optimal passenger load factor depending on seasonal demand differences.

Customers

Our business is not dependent upon any single customer, or a few customers. The loss of any one customer would not have a material adverse effect on our business.

Regulation

Our business is subject to extensive and evolving federal, state and local laws and regulations. Many governmental agencies regularly examine our operations to monitor compliance with applicable laws and regulations. Governmental authorities can enforce compliance with applicable laws and regulations and obtain injunctions or impose civil or criminal penalties or modify, suspend or revoke our operating certificates in case of violations.

Industry Regulations

We are subject to the regulatory jurisdiction of the U.S. Department of Transportation (DOT) and the Federal Aviation Administration (FAA). The DOT has jurisdiction over international routes and fares for some countries (based upon treaty relations with those countries), consumer protection policies including baggage liability and denied boarding compensation, and unfair competitive practices as set forth in the Airline Deregulation Act of 1978. The FAA has regulatory jurisdiction over flight operations, including equipment, ground facilities, security systems, maintenance and other safety matters. Pursuant to these regulations, we have established, and the FAA has approved, a maintenance program for each type of aircraft we operate that provides for the ongoing maintenance of our aircraft, ranging from frequent routine inspections to major overhauls.

Maintenance Directives

The FAA approves all airline maintenance programs, including modifications to the programs. In addition, the FAA licenses the repair stations and mechanics that perform inspections, repairs and overhauls, as well as the inspectors who monitor the work.

The FAA frequently issues airworthiness directives, often in response to specific incidents or reports by operators or manufacturers, requiring operators of specified equipment types to perform prescribed inspections, repairs or modifications within stated time periods or numbers of cycles. In the last several years, the FAA has issued a number of maintenance directives and other regulations relating to, among other things, wiring requirement for aging aircraft, fuel tank flammability, cargo compartment fire detection/suppression systems, collision avoidance systems, airborne windshear avoidance systems, noise abatement and increased inspection requirements.

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Airport Security

The Aviation and Transportation Security Act (ATSA) mandates that the Transportation Security Administration (TSA) provide for the screening of all passengers and property, including mail, cargo, carry-on and checked baggage, and other articles that will be carried aboard a passenger aircraft. Under the ATSA, substantially all security screeners at airports are federal employees and significant other elements of airline and airport security are now overseen and performed by federal employees, including security managers, law enforcement officers and Federal Air Marshals. The ATSA also provides for increased security on flight decks of aircraft and requires Federal Air Marshals to be present on certain flights, improved airport perimeter access security, airline crew security training, enhanced security screening of passengers, baggage, cargo, mail, employees and vendors, enhanced training and qualifications of security screening personnel, provision of passenger data to U.S. Customs and Border Protection and enhanced background checks.

The TSA also has the authority to impose additional fees on the air carriers, if necessary, to cover additional federal aviation security costs. In 2002, the TSA imposed an Aviation Security Infrastructure Fee (ASIF) on all airlines in operation prior to 2000 to assist in the cost of providing aviation security. The ASIF was assessed based on airlines' actual security costs for the year ended December 31, 2000. However, in connection with the passage of the Bipartisan Budget Act of 2013, the ASIF was repealed effective October 1, 2014.

Environmental and Employee Safety and Health

We are subject to various laws and government regulations concerning environmental matters and employee safety and health in the U.S. and other countries in which we do business. Many aspects of airlines' operations are subject to increasingly stringent federal, state, local and foreign laws protecting the environment. U.S. federal laws that have a particular impact on us include the Airport Noise and Capacity Act of 1990, the Clean Air Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water Act, and the Comprehensive Environmental Response, Compensation, and Liability Act. Certain of our operations are also subject to the oversight of the Occupational Safety and Health Administration (OSHA) concerning employee safety and health matters. The U.S. Environmental Protection Agency (EPA), OSHA, and other federal agencies have been authorized to promulgate regulations that affect our operations. In addition to these federal activities, various states have been delegated certain authority under the aforementioned federal statutes. Many state and local governments have adopted environmental and employee safety and health laws and regulations, some of which are similar to or stricter than federal requirements, such as California.

The EPA is authorized to regulate aircraft emissions and has historically implemented emissions control standards previously adopted by the International Civil Aviation Organization. Our aircraft comply with the existing EPA standards as applicable by engine design date.

We seek to minimize the impact of carbon emissions from our operations through reductions in our fuel consumption and other efforts. We have reduced the fuel needs of our aircraft fleet through the retirement and replacement of certain elements of our fleet and with newer, more fuel efficient aircraft. In addition, we have implemented fuel saving procedures in our flight and ground support operations that further reduce carbon emissions. In 2012, we earned the first-ever aviation based carbon credits, through the reduction of our carbon dioxide emissions with the use of an eco-friendly engine washing technology. We are also supporting efforts to develop alternative fuels and efforts to modernize the air traffic control system in the U.S. as part of our efforts to reduce our emissions and minimize our impact on the environment.

Noise Abatement

Under the Airport Noise and Capacity Act, the DOT allows local airport authorities to implement procedures designed to abate special noise problems, provided such procedures do not unreasonably interfere with interstate and foreign commerce, or the national transportation system. Certain airports, including the major airports at Los Angeles, San Diego, San Francisco, and San Jose, California and Sydney, Australia, have established airport restrictions to limit noise, including restrictions on aircraft types to be used and limits on the number of hourly or daily operations or the time of such operations. Local authorities at other airports could consider adopting similar noise regulations. In some instances, these restrictions have caused curtailments in services or increases in operating costs, and such restrictions could limit our ability to expand our operations.

Civil Reserve Air Fleet Program

The U.S. Department of Defense regulates the Civil Reserve Air Fleet (CRAF) and government charters. We have elected to participate in the CRAF program by agreeing to make aircraft available to the federal government for use by the U.S. military under certain stages of readiness related to national emergencies. The program is a standby arrangement that allows the U.S. Department of Defense U.S. Transportation Command to call on as many as nine contractually committed Hawaiian aircraft and crews to supplement military airlift capabilities. None of our aircraft are presently mobilized under this program.

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Other Regulations

The State of Hawai'i is uniquely dependent upon air transportation. The 2008 shutdowns of air carriers Aloha Airlines and ATA Airlines affected the State of Hawai'i, and its legislature responded by enacting legislation that reflects and attempts to address its concerns. For example, House Bill 2250 HD1, Act 1 of the 2008 Special Session, establishes a statutory scheme for the regulation of Hawai'i neighbor island air carriers, provided that federal legislation is enacted to permit its implementation. Congress has not enacted any legislation that would allow this legislation to go into effect.

Additionally, several aspects of airline operations are subject to regulation or oversight by federal agencies other than the FAA and the DOT. Federal antitrust laws are enforced by the U.S. Department of Justice. The U.S. Postal Service has jurisdiction over certain aspects of the transportation of mail and related services provided by our cargo services. Labor relations in the air transportation industry are generally regulated under the Railway Labor Act. We and other airlines certificated prior to October 24, 1978 are also subject to preferential hiring rights granted by the Airline Deregulation Act to certain airline employees who have been furloughed or terminated (other than for cause). The Federal Communications Commission issues licenses and regulates the use of all communications frequencies assigned to us and the other airlines. There is increased focus on consumer protection both on the federal and state level. We cannot predict the cost of such requirements on our operations.

Additional laws and regulations are proposed from time to time, which could significantly increase the cost of airline operations by imposing additional requirements or restrictions. U.S. law restricts the ownership of U.S. airlines to corporations where no more than 25% of the voting stock may be held by non-U.S. citizens and the airline must be under the actual control of U.S. citizens. The President and two thirds of the Board of Directors and other managing officers must also be U.S. citizens. Regulations also have been considered from time to time that would prohibit or restrict the ownership and/or transfer of airline routes or takeoff and landing slots and authorizations. Also, the award of international routes to U.S. carriers (and their retention) is regulated by treaties and related agreements between the U.S. and foreign governments, which are amended from time to time. We cannot predict what laws and regulations will be adopted or what changes to international air transportation treaties will be adopted, if any, or how we will be affected by those changes.

Business Segment Data

We operate in a single industry segment. All required financial segment information can be found in the consolidated financial statements.

Information about Geographic Revenue and Foreign Operations

Information concerning revenues by geographic area is set forth in Note 14 to the consolidated financial statements. Information on risks attendant to our foreign operations is set forth in Item 1A, Risk Factors.

Available Information

General information about us, including the charters for the committees of our Board of Directors, can be found at http://www.hawaiianairlines.com/aboutus . Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we electronically file them with, or furnish them to, the Securities and Exchange Commission (SEC). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov . Information on our website is not incorporated into this Annual Report on Form 10-K or our other securities filings and is not a part of such filings.

ITEM 1A. RISK FACTORS.

In addition to the risks identified elsewhere in this report, the following risk factors apply to our business, results of operations and financial conditions:

ECONOMIC RISKS

Our business is affected by global economic volatility.

Our business and results of operations are significantly impacted by general world-wide economic conditions. Demand for discretionary purchases including air travel and vacations to Hawai'i remains unpredictable. Deterioration in demand may result in a reduction in our passenger traffic and/or increased competitive pressure on fares in the markets we serve, resulting in a negative impact to our results of operations and financial condition. We cannot assure that we would be able to offset such revenue reductions by reducing our costs.

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Our business is highly dependent on the price and availability of fuel.

Our results and operations are heavily impacted by the price and availability of jet fuel. Fuel costs represented the single largest of Hawaiian's operating expenses for the last several years ( 33% of total operating expenses in 2014 ). The cost and availability of jet fuel remain volatile and are subject to political, economic and market factors that are generally outside of our control. Prices may be affected by many factors including, without limitation, the impact of political instability, crude oil production and refining capacity, unexpected changes in the availability of petroleum products due to disruptions at distribution systems or refineries, unpredicted increases in demand due to weather or the pace of global economic growth, inventory reserve levels of crude oil and other petroleum products, the relative fluctuation between the U.S. dollar and other major currencies and the actions of speculators in commodity markets. Because of the effects of these factors on the price and availability of jet fuel, the cost and future availability of fuel cannot be predicted with any degree of certainty. Also, due to the competitive nature of the airline industry, there can be no assurance that we will be able to increase our fares or other fees to sufficiently offset increased fuel prices.

We enter into derivative agreements to protect against rising fuel costs. There is no assurance that such agreements will protect us against price volatility during unfavorable market conditions or that our counterparties will be able to perform under these hedge arrangements. Also, if fuel prices fall significantly below the levels in existence at the time we enter into our hedging contracts, we may be required to post a significant amount of cash collateral, which could have an impact on the level of our unrestricted cash and cash equivalents and adversely affect our liquidity.

Also, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk , for further information regarding our exposure to the price of fuel.

Our business is highly dependent on tourism to, from and amongst the Hawaiian Islands and our financial results could suffer if there is a downturn in tourism levels.

Our principal base of operations is in Hawai'i and our revenue is linked primarily to the number of travelers (mostly tourists) to, from and amongst the Hawaiian Islands. Hawai'i tourism levels are affected by, among other things, the political and economic climate in Hawai'i's main tourism markets, the availability of hotel accommodations, promotional spending by competing destinations, the popularity of Hawai'i as a tourist destination relative to other vacation destinations and other global factors, including natural disasters, safety and security. From time to time, various events and industry specific problems such as labor strikes have had a negative impact on tourism in Hawai'i. The occurrence of natural disasters, such as earthquakes and tsunamis, in Hawai'i or other parts of the world, could also have a material adverse effect on Hawai'i tourism. In addition, the potential or actual occurrence of terrorist attacks, wars, and the threat of other negative world events have had, and may in the future again have, a material adverse effect on Hawai'i tourism. No assurance can be given that the level of passenger traffic to Hawai'i will not decline in the future. A decline in the level of Hawai'i passenger traffic could have a material adverse effect on our results of operations and financial condition.

Our business is exposed to foreign currency exchange rate fluctuations.

Our business is expanding internationally with an increasing percentage of our passenger revenue generated from our International routes. Fluctuations in foreign currencies can significantly affect our results of operations and financial condition. To manage the effects of fluctuating exchange rates, we periodically enter into foreign currency forward contracts. There is no assurance that such agreements will protect us against foreign currency exchange rate fluctuations during unfavorable market conditions or that our counterparties will be able to perform under these hedge arrangements.

LIQUIDITY RISKS

See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , for further information regarding our liquidity.

Our financial liquidity could be adversely affected by credit market conditions.

Our business requires access to capital markets to finance equipment purchases, including aircraft, and to provide liquidity in seasonal or cyclical periods of weaker revenue generation. In particular, we will face specific funding requirements with respect to our obligation under purchase agreements with Airbus to acquire new aircraft. We intend to finance these upcoming aircraft deliveries; however, the unpredictability of global credit market conditions may adversely affect the availability of financing or may result in unfavorable terms and conditions. We can offer no assurance that the financing we need will be available when required or that the economic terms on which it is available will not adversely affect our financial condition. If we cannot obtain financing or we cannot obtain financing on commercially reasonable terms, our business and financial condition will be adversely affected.

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Our substantial debt could adversely affect our liquidity and financial condition, and include covenants that impose restrictions on our financial and business operations.

As of December 31, 2014 , we had $948 million in outstanding debt. Our substantial debt and related covenants could:


•	expose us to general adverse economic and industry conditions;


•	require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for other operational purposes;


•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;


•	limit, along with the financial and other restrictive covenants in the agreements governing our debt, our ability to borrow additional funds;


•	place us at a competitive disadvantage compared to other less leveraged competitors and competitors with debt agreements on more favorable terms than us; and


•	adversely affect our ability to secure additional financing in the future on acceptable terms or at all, which would impact our ability to fund our working capital, capital expenditures, acquisitions or other general purpose needs.

The terms of certain of our financing agreements restrict our ability to, among other things, incur additional indebtedness, issue preferred stock or pay dividends.

These agreements also require us to meet certain financial covenants. If we breach any of these covenants it could result in a default under these facilities, which could cause our outstanding obligations under these facilities to accelerate and become due and payable immediately, and could also cause us to default under our other debt or lease obligations and lead to an acceleration of the obligations related to such other debt or lease obligations. The existence of such a default could also preclude us from borrowing funds under our credit facilities.

Our ability to comply with the provisions of financing agreements can be affected by events beyond our control and a default under any such financing agreements if not cured or waived, could have a material adverse effect on us. In the event our debt is accelerated, we may not have sufficient liquidity to repay these obligations or to refinance our debt obligations, resulting in a material adverse effect on our financial condition.

We could be required to maintain reserves under our credit card processing agreements which could adversely affect our financial and business operations.

Under our bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks totaled $5.0 million as of December 31, 2014 . In the event of a material adverse change in our business, the holdback could incrementally increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash. If we are unable to obtain a waiver, or otherwise mitigate the increase in restricted cash, it could adversely affect our liquidity and also cause a covenant violation under other debt or lease obligations and have a material adverse effect on our financial condition.

Our obligations for funding our defined benefit pension plans are significant and are affected by factors beyond our control.

We sponsor three defined benefit pension plans, as well as a separate plan to administer pilots' disability benefits. As of December 31, 2014 , the unfunded pension and disability obligation related to these plans was $222 million . The timing and amount of funding requirements depend upon a number of factors, including labor negotiations and changes to pension plan benefits as well as factors outside our control, such as the number and demographic data of qualified retiring employees, asset returns, interest rates and changes in pension laws. These factors, along with the impact of results that can vary significantly from estimates, may significantly impact our funding requirements and have an adverse effect on our financial condition.

Our ability to use our net operating loss ("NOL") carryforwards to offset future taxable income for U.S. federal income tax purposes may be significantly limited due to various circumstances, including certain possible future transactions involving the sale or issuance of our common stock.

Our ability to use our NOL carryforwards may be limited if we experience an "ownership change" as defined in Section 382 ("Section 382") of the Internal Revenue Code of 1986, as amended. An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation's stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change.

There is no assurance that we will not experience a future ownership change under Section 382 that may significantly limit or possibly eliminate our ability to use our NOL carryforwards. Potential future transactions involving the sale or issuance of our

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common stock, including the exercise of conversion options under the terms of our convertible notes, repurchase of such debt with our common stock, issuance of our common stock for cash and the acquisition or disposition of such stock by a stockholder owning 5% or more of our common stock, or a combination of such transactions, may increase the possibility that we will experience a future ownership change under Section 382.

Under Section 382, a future ownership change could subject us to additional annual limitations that apply to the amount of pre-ownership change NOL carryforwards that may be used to offset post-ownership change taxable income. This limitation is generally determined by multiplying the value of a corporation's stock immediately before the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may, subject to certain limits, be carried over to later years, and the limitation may under certain circumstances be increased by built-in gains (for example, the amount by which the fair market value of an asset exceeds our adjusted basis) in the assets held by us at the time of the ownership change. This limitation could cause our U.S. federal income taxes to be greater, or to be paid earlier, than they otherwise would be, and could cause all or a portion of our NOL carryforwards to expire unused. Similar rules and limitations may apply for state income tax purposes.

The settlement of our convertible notes in cash and/or common stock could negatively impact our liquidity position and cause dilution to the interests of our existing stockholders.

As of December 31, 2014 , we had $71 million aggregate principal amount of convertible notes outstanding. During the quarter ended December 31, 2014 , a condition for conversion was satisfied, which permits holders of the convertible notes to surrender their notes for conversion during the quarter ending March 31, 2015. It is our intent to settle the principal amount of the convertible notes in cash upon conversion. However, we have the right to alternatively deliver shares of our common stock or a combination thereof to settle this obligation. Settlement of the outstanding convertible notes in cash may have an adverse impact on our liquidity, while the issuance of shares to settle this obligation could cause significant dilution to the interests of the existing stockholders.

COMPETITIVE ENVIRONMENT RISKS

We operate in an extremely competitive environment.

The airline industry is characterized by low profit margins, high fixed costs and significant price competition. We currently compete with other airlines on our Neighbor Island, North America and International routes. The commencement of, or increase in, service on our routes by existing or new carriers could negatively impact our operating results. Many of our competitors on our North America and International routes are larger and have greater financial resources and brand recognition than we do. Aggressive marketing tactics or a prolonged fare war initiated by one or more of these competitors could adversely affect our financial resources and our ability to compete in these markets. Since airline markets have few natural barriers to entry, we also face the threat of new entrants in all of our markets, including competition from low-cost carriers (LCC). For example, Allegiant, a LCC, launched flights from the West Coast to Hawai'i in 2012 while Southwest Airlines has taken steps to enable it to provide service to Hawai'i in the future, but has yet to formally announce the service.

Furthermore, large network carriers have significantly reduced their costs and adjusted their routes to compete with LCCs in their existing markets by diverting resources to long-haul markets such as Hawai'i, where LCC competition has been less severe. Additional capacity to Hawai'i, whether from network carriers or LCCs, could decrease our share of the markets in which we operate, could cause a decline in our yields, or both, which could have a material adverse effect on our results of operations and financial condition.

Airline bankruptcy restructuring, strategic combinations or industry consolidation could have an impact on our competitive environment.

Many of our competitors have dramatically reduced operating costs through a combination of bankruptcy restructuring, industry consolidation and vendor and labor negotiations to increase market strength. Several domestic airlines were able to reduce labor costs, restructure debt and lease agreements and implement other financial improvements through the bankruptcy process. In addition, certain of our competitors have merged (for example the American Airlines and US Airways merger in December 2013) to create larger and more financially sound airlines.

Through consolidation, carriers have the opportunity to achieve cost reductions by eliminating redundancy in their networks and operating structures. With reduced costs, these competitors are more capable of operating profitably in an environment of reduced fares and may, as a result, increase service in our primary markets or reduce fares to attract additional customers. Because airline customers are price sensitive, we cannot ensure that we will be able to attract a sufficient number of customers at sufficiently high fare levels to generate profitability, or that we will be able to reduce our operating costs sufficiently to remain competitive with these other airlines.

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The concentration of our business in Hawai'i, and between Hawai'i and the U.S. mainland, provides little diversification of our revenue.

During fiscal year 2014 , approximately 73% of our passenger revenue was generated from air transportation between the Hawaiian Islands and the U.S. mainland, and amongst the Hawaiian Islands. Many of our competitors, particularly major network carriers with whom we compete on our North America routes, enjoy greater geographical diversification of their revenue. A reduction in the level of demand for travel within Hawai'i, or to Hawai'i from the U.S. mainland, or an increase in the level of industry capacity on these routes may reduce the revenue we are able to generate and adversely affect our financial results. As these routes account for a significantly higher proportion of our revenue than they do for many of our competitors, such a reduction would have a relatively greater adverse effect on our financial results.

Our business is affected by the competitive advantages held by network carriers in the North America market.

During fiscal year 2014 , approximately 49% of our passenger revenue was generated from our North America routes. The majority of competition on our North America routes is from network carriers such as Alaska, American, Delta and United that have a number of competitive advantages. Primarily, network carriers generate passenger traffic from and throughout the U.S. mainland, which enable them to attract higher customer traffic levels as compared to us.

In contrast, we lack a comparable direct network to feed passengers to our North America flights and are therefore more reliant on passenger demand in the specific cities we serve. We also rely on our code-share partner agreements (jetBlue, Virgin America Airlines, etc.) to provide customers access to and from North America destinations currently unserved by us. Most network carriers operate from hubs, which can provide a built-in market of passengers, depending on the economic strength of the hub city and the size of the customer group that frequent the airline. Our Honolulu and Maui hubs do not originate a large proportion of North American travel, nor do they have the population or potential customer franchise of a larger city to provide us with a built-in market. Passengers in the North America market, for the most part, do not originate in Honolulu, but rather on the U.S. mainland, making Honolulu primarily a destination rather than an origin of passenger traffic.

Our Neighbor Island market is affected by narrow body competition from regional carriers.

During fiscal year 2014 , approximately 24% of our passenger revenue was generated from our Neighbor Island routes. Although we enjoy a strong competitive position on the Neighbor Island service, increased competition from regional carriers is possible. A decline in our share of the Neighbor Island market due to increased capacity provided by our competitors could have a material adverse effect on our results of operations and financial condition.

Our International routes are affected by competition from domestic and foreign carriers.

During fiscal year 2014 , approximately 27% of our revenue was generated from our International routes. Our competitors on these routes include both domestic and foreign carriers. Both domestic and foreign competitors have a number of competitive advantages that may enable them to attract higher customer traffic levels as compared to us.

Many of our domestic competitors have joined airline alliances, which provide customers access to each participating airline's international network, allowing for convenience and connectivity to their destinations. These alliances formed by our domestic competitors have increased in recent years. In some instances our domestic competitors have been granted antitrust exemptions to form joint venture arrangements in certain geographies, further deepening their cooperation on certain routes. We currently do not participate in a world-wide airline alliance or any joint ventures, which may negatively impact our market share and operations as capacity provided by our competitors increase. To mitigate this risk, we rely on code-share agreements with partner airlines to provide customers access to international destinations currently unserved by us.

Many of our foreign competitors are network carriers that generate passenger traffic throughout International routes that we service. In contrast, we lack a comparable direct network to feed passengers to our International flights, and are therefore more reliant on passenger demand in the specific destinations that we serve. Most network carriers operate from hubs, which can provide a built-in home base market of passengers. Passengers on our International routes, for the most part, do not originate in Hawai'i, but rather internationally, in these foreign markets' home base. We also rely on our code-share agreements and our relationships with travel agencies and wholesale distributors to provide customers access to and from International destinations currently unserved by us.

STRATEGY AND BRAND RISKS

Our failure to successfully implement our route and network maturation strategy could harm our business.

Our route maturation strategy includes initiatives to increase revenue, decrease costs, mature our network, and improve our distribution sales channels. It is critical that we execute upon our planned strategy in order for our business to attain economies of scale and to sustain or improve our results of operations. If we are unable to utilize and fill increased capacity provided by

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additional aircraft entering our fleet, hire and retain skilled personnel, or secure the required equipment and facilities in a cost-effective manner, we may be unable to successfully develop and grow our existing markets, which may adversely affect our business and operations.

We continue to strive toward aggressive cost-containment goals which are an important part of our business strategy to offer the best value to passengers through competitive fares while maintaining acceptable profit margins and return on capital. We believe a lower cost structure will better position us to fund our strategy and take advantage of market opportunities. If we are unable to adequately contain our non-fuel unit costs, our financial results may suffer.

Our reputation and financial results could be harmed in the event of adverse publicity, including the event of an aircraft accident.

Our customer base is broad and our business activities have significant prominence, particularly in Hawai'i and other destinations we serve. Consequently, negative publicity resulting from real or perceived shortcomings in our customer service, employee relations, business conduct, or other events affecting our operations could negatively affect the public image of our company and the willingness of customers to purchase services from us, which could affect our financial results.

Additionally, we are exposed to potential losses that may be incurred in the event of an aircraft accident. Any such accident could involve not only the repair or replacement of a damaged aircraft and its consequential temporary or permanent loss of revenue, but also significant potential claims of injured passengers and others. We are required by the U.S. Department of Transportation (DOT) to carry liability insurance, and although we currently maintain liability insurance in amounts consistent with the industry, we cannot be assured that our insurance coverage will adequately cover us from all claims and we may be forced to bear substantial losses incurred with the accident. In addition, any aircraft accident or incident could cause a public perception that we are less safe or reliable than other airlines, which would harm our business.

FLEET AND FLEET-RELATED RISKS

We are dependent on a limited number of suppliers for aircraft, aircraft engines and parts.

We are dependent on The Boeing Company (Boeing) and Airbus S.A.S. (Airbus) as our primary suppliers of aircraft and aircraft-related items. As a result, we are vulnerable to any problems associated with the supply of those aircraft and parts which could result in increased parts and maintenance costs in future years.

Our agreements to purchase Airbus A330-200, A321neo aircraft, and A330-800neo aircraft represent significant future financial commitments and operating costs.

As of December 31, 2014 , we had the following firm order commitments and purchase rights for aircraft:



Aircraft Type	Firm Orders	Purchase Rights	Expected Delivery Dates
A330-200 aircraft	3	3	In 2015
A330-800neo aircraft	6	6	Between 2019 and 2021
A321neo aircraft	16	9	Between 2017 and 2020

We have made substantial pre-delivery payments for Airbus aircraft under existing purchase agreements and are required to continue these pre-delivery payments as well as payments for the balance of the purchase price through delivery of each aircraft. These commitments substantially increase our future capital spending requirements and will require us to significantly increase our level of debt in future years. There can be no assurance that we will be able to raise capital to finance these requirements or that such financing can be obtained on favorable terms, or at all.

The Airbus aircraft will replace expiring leased and retiring Boeing 767-300 aircraft in future years. We cannot be assured that the associated return and retirement costs will not exceed our expectations and adversely impact our results of operations and liquidity.

Delays in scheduled aircraft deliveries or other loss of fleet capacity may adversely impact our operations and financial results.

The success of our business depends on, among other things, the ability to effectively operate a certain number and type of aircraft. As mentioned above, we have contractual commitments to purchase and integrate Airbus aircraft into our fleet. If for any reason we are unable to secure deliveries of the Airbus aircraft on contractually scheduled delivery dates and successfully introduce these aircraft into our fleet, then our business, operations and financial performance could be negatively impacted. Our failure to integrate newly purchased Airbus aircraft into our fleet as planned may require us to seek extensions on our

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existing leased aircraft. Such extensions may require us to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs.

COMMON STOCK RISKS

Our share price is subject to fluctuations and stockholders could have difficulty trading shares.

The market price of our stock is influenced by many factors, a number of which are outside of our control, and include the following:


•	operating results and financial condition;


•	changes in the competitive environment in which we operate;


•	fuel price volatility including the availability of fuel;


•	announcements concerning our competitors including bankruptcy filings, mergers, restructurings or acquisitions by other airlines;


•	increases or changes in government regulation;


•	general and industry specific market conditions;


•	changes in financial estimates or recommendations by securities analysts; and


•	sales of our common stock or other actions by investors with significant shareholdings.

In recent years the stock market has experienced volatile price and volume fluctuations that often have been unrelated to the operating performance of individual companies. These market fluctuations, as well as general economic conditions may affect the price of our common stock.

In the past, securities class action litigation has often been instituted against a company following periods of volatility in the company's stock price. This type of litigation, if filed against us, could result in substantial costs and divert our management's attention and resources. In addition, the future sale of a substantial number of shares of common stock by us or by our existing stockholders may have an adverse impact on the market price of the shares of common stock. There can be no assurance that the trading price of our common stock will remain at or near its current level.

INFORMATION TECHNOLOGY AND THIRD-PARTY RISKS

We are increasingly dependent on technology and automated systems to operate our business.

We depend heavily on technology and automated systems to effectively operate our business. These systems include flight operations systems, communications systems, airport systems, reservations systems, management and accounting systems, commercial websites, including www.hawaiianairlines.com , and other systems, all of which must be able to accommodate high traffic volumes, maintain secure information and provide accurate flight information, as well as process critical financial related transactions. Any substantial or repeated failures of these systems could negatively affect our customer service, compromise the security of customer information, result in the loss of important data, loss of revenue and increased costs, and generally harm our business. Like other companies, our systems may be vulnerable to disruptions due to events beyond our control, including natural disasters, power disruptions, software or equipment failures, terrorist attacks, cybersecurity threats, computer viruses and hackers. There can be no assurance that the measures we have taken to reduce the adverse effects of certain potential failures or disruptions are adequate to prevent or remedy disruptions of our systems. In addition, we will need to continuously make significant investments in technology to periodically upgrade and replace existing systems. If we are unable to make these investments or fail to successfully implement, upgrade or replace our systems, our business could be adversely impacted.

If we do not maintain the privacy and security of customer-related information, we could damage our reputation, incur substantial additional costs and become subject to litigation.

We receive, retain, and transmit certain personal information about our customers. In addition, our online operation at www.hawaiianairlines.com relies on the secure transmission of confidential information over public networks, including credit card information. A compromise of our physical and network security systems through a cybersecurity attack, including those of our business partners, may result in our customers' personal information being obtained by unauthorized persons, which could adversely affect our reputation, as well as negatively impact our business, results of operations, financial position and liquidity, and could result in the imposition of penalties or litigation against us. In addition, a cybersecurity breach could require that we expend significant additional resources related to the security of information systems which could result in a disruption of our operations.

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We are highly reliant on third-party contractors to provide certain facilities and services for our operations, and termination of our third-party agreements could have a potentially adverse effect on our financial results.

We have historically relied on outside vendors for a variety of services and functions critical to our business, including aircraft maintenance and parts, code-sharing, reservations, computer services including hosting and software maintenance, accounting, frequent flyer programs, passenger processing, ground facilities, baggage and cargo handling, personnel training and the distribution and sale of airline seats. As part of our cost-reduction efforts, our reliance on outside vendors has increased and may continue to do so in the future.

The failure of any of our third-party service providers to adequately perform our service obligations, or other interruptions of services, may reduce our revenues, increase expenses, and prevent us from operating our flights and providing other services to our customers. In addition, our business and financial performance could be materially harmed if our customers believe that our services are unreliable or unsatisfactory.

LABOR RELATIONS AND RELATED COSTS RISKS

We are dependent on satisfactory labor relations.

Labor costs are a significant component of airline expenses and can substantially impact an airline's results of operations. A significant portion of our workforce is represented by labor unions. We may make strategic and operational decisions that require the consent of one or more of these labor unions, and these labor unions could demand additional wages, benefits or other consideration in return for their consent.

In addition, we have entered into collective bargaining agreements with our pilots, mechanical group employees, clerical group employees, flight attendants and dispatchers. We cannot ensure that future agreements with our employees' labor unions will be on terms in line with our expectations or comparable to agreements entered into by our competitors, and any future agreements may increase our labor costs or otherwise adversely affect our business. If we are unable to reach an agreement with any unionized work group, we may be subject to future work interruptions and/or stoppages, which may hamper or halt operations.

Our operations may be adversely affected if we are unable to attract and retain qualified personnel and key executives.

We are dependent on the knowledge and expertise of our key executives. Attracting and retaining such personnel in the airline industry is highly competitive. We cannot be certain that we will be able to retain our key executives or attract other qualified personnel in the future. Any inability to retain our key executives, or attract and retain additional qualified executives, could have a negative impact on our operations.

In addition, as we continue to expand our operations through the acquisition of new aircraft and introduction of service to new markets, it may be challenging to attract qualified personnel including pilots, mechanics and other skilled labor. As we compete with other carriers for qualified personnel we also face the challenge of attracting individuals who embrace our team-oriented, friendly and customer-driven corporate culture. Our inability to attract and retain qualified personnel who embrace our corporate culture could have a negative impact on our reputation and overall operations.

A higher than normal number of pilot retirements could adversely affect us.

We currently have a large number of pilots eligible for retirement. Among other things, the extension of pilot careers facilitated by the FAA’s 2007 modification of the mandatory retirement age from age 60 to age 65 has now been fully implemented, resulting in large numbers of pilots in the industry approaching the revised mandatory retirement age. If pilot retirements were to exceed normal levels in the future, it may adversely affect our operations.

AIRLINE INDUSTRY, REGULATION AND RELATED COSTS RISKS

The airline industry has substantial operating leverage and is affected by many conditions that are beyond its control, including delays, cancellations and other conditions, which could harm our financial condition and results of operations.

The airline industry operates on low gross profit margins as a result of a high percentage of fixed costs. Due to these fixed costs, there is a disproportionate relationship between the cost of operating each flight and the number of passengers carried. However, the revenue generated from a particular flight is directly related to the number of passengers carried and the respective average fares applied. Accordingly, a decrease in the number of passengers carried would cause a corresponding decrease in revenue (if not offset by higher fares), and it may result in a disproportionately greater decrease in profits. Therefore, any general reduction in airline passenger traffic as a result of any of the following or other factors, which are largely outside of our control, could harm our business, financial condition and results of operations:


•	decline in general economic conditions;


•	continued threat of terrorist attacks and conflicts overseas;

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•	actual or threatened war and political instability;


•	adverse weather and natural disasters;


•	changes in consumer preferences, perceptions or spending patterns;


•	increased costs related to security and safety measures;


•	outbreak of contagious diseases; and


•	actual or potential disruptions in the air traffic control system.

Our results from operations may be volatile due to the conditions identified above. We cannot ensure that our financial resources will be sufficient to absorb the effects of any of these unexpected factors should they arise.

Our business is subject to substantial seasonal and cyclical volatility.

Our results of operations will reflect the impact of seasonal volatility primarily due to passenger leisure and holiday travel patterns. As Hawai'i is a popular vacation destination, demand from North America, our largest source of visitors, is typically stronger during June, July, August and December and considerably weaker at other times of the year. Because of fluctuations in our results from seasonality, operating results for a historical period are not necessarily indicative of operating results for a future period and operating results for an interim period are not necessarily indicative of operating results for an entire year.

Terrorist attacks or international hostilities, or the fear of terrorist attacks or hostilities, even if not made directly on the airline industry, could negatively affect us and the airline industry.

Terrorist attacks, even if not made directly on the airline industry, or the fear of such attacks, hostilities or act of war, could adversely affect the airline industry, including us, and could result in a significant decrease in demand for air travel, increased security costs, increased insurance costs covering war-related risks, and increased flight operational loss due to cancellations and delays. Any future terrorist attacks or the implementation of additional security-related fees could have a material adverse effect on our business, financial condition and results of operations and on the airline industry in general.

The airline industry is subject to extensive government regulation, new regulations, and taxes which could have an adverse effect on our financial condition and results of operations.

Airlines are subject to extensive regulatory requirements that result in significant costs. Additional laws, regulations, taxes and airport rates and charges imposed by domestic and foreign governments have been proposed from time to time that could significantly increase the cost of airline operations or reduce revenue. For example, the ATSA, which became law in November 2001, mandates the federalization of certain airport security procedures and imposes additional security requirements on airlines. The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures. Some FAA requirements cover, among other things, retirement of older aircraft, security measures, collision avoidance systems, airborne windshear avoidance systems, noise abatement and other environmental concerns, commuter aircraft safety and increased inspections and maintenance procedures to be conducted on older aircraft. A failure to be in compliance, or a modification, suspension or revocation of any of our DOT/FAA authorizations or certificates would have a material adverse impact on our operations.

We cannot predict the impact that laws or regulations may have on our operations, nor can we ensure that laws or regulations enacted in the future will not adversely affect our business. Further we cannot guarantee that we will be able to obtain or maintain necessary governmental approvals. Once obtained, operating permits are subject to modification and revocation by the issuing agencies. Compliance with these and any future regulatory requirements could require us to incur significant capital and operating expenditures.

In addition to extensive government regulations, the airline industry is dependent on certain services provided by government agencies (DOT, FAA, etc.). For example, spending restrictions due to federal sequestration of air traffic controllers in the United States subject to furlough may lead to a reduction in air traffic control services. A reduction in such services could have a material adverse effect on our results of operations.

Furthermore, because of significantly higher security and other costs incurred by airports since September 11, 2001, many airports have significantly increased their rates and charges to airlines, including us, and may do so again in the future.

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The airline industry is required to comply with various environmental laws and regulations, which could inhibit our ability to operate and could also have an adverse effect on our results of operations.

Many aspects of airlines' operations are subject to increasingly stringent federal, state, local and foreign laws protecting the environment. U.S. federal laws that have a particular impact on us include the Airport Noise and Capacity Act of 1990, the Clean Air Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Safe Drinking Water Act, the Comprehensive Environmental Response Act and the Compensation and Liability Act. Compliance with these and other environmental laws and regulations can require significant expenditures, and violations can lead to significant fines and penalties. Governments globally are increasingly focusing on the environmental impact caused by the consumption of fossil fuels and as a result have proposed or enacted legislation which may increase the cost of providing airline service or restrict its provision. We expect the focus on environmental matters to increase.

Concern about climate change and greenhouse gases may result in additional regulation of aircraft emissions in the U.S. and abroad. As a result, we may become subject to taxes, charges or additional requirements to obtain permits or purchase allowances or emission credits for greenhouse gas emissions in various jurisdictions, which could result in taxation or permitting requirements from multiple jurisdictions for the same operations.

Cap and trade restrictions have also been proposed in Congress. In addition, other legislative or regulatory action to regulate greenhouse gas emissions is possible. In particular, the EPA has found that greenhouse gases threaten the public health and welfare, which could result in regulation of greenhouse gas emissions from aircraft. In the event that legislation or regulation is enacted in the U.S. or in the event similar legislation or regulation is enacted in jurisdictions where we operate or where we may operate in the future, it could adversely affect operations and result in significant costs for us and the airline industry. At this time, we cannot predict whether any such legislation or regulation would apportion costs between one or more jurisdictions in which we operate flights. Under these systems, certain credits may be available to reduce the costs of permits in order to mitigate the impact of such regulations on consumers, but we cannot predict whether we or the airline industry in general will have access to offsets or credits. We are monitoring and evaluating the potential impact of such legislative and regulatory developments.

In addition to direct costs, such regulation may have a greater effect on the airline industry through increases in fuel costs that could result from fuel suppliers passing on increased costs that they incur under such a system. The impact to us and our industry from such actions is likely to be adverse and could be significant, particularly if regulators were to conclude that emissions from commercial aircraft cause significant harm to the upper atmosphere or have a greater impact on climate change than other industries.

Our operations may be adversely affected by our expansion into non-U.S. jurisdictions and the related increase in laws to which we are subject.

The expansion of our operations into non-U.S. jurisdictions has expanded the scope of the laws to which we are subject, both domestically and internationally. In addition, operations in non-U.S. jurisdictions are in many cases subject to the laws of those jurisdictions rather than U.S. law. Laws in some jurisdictions differ in significant respects from those in the United States, and these differences can affect our ability to react to changes in our business. Further, enforcement of laws in some jurisdictions can be inconsistent and unpredictable, which can affect our ability to enforce our rights and to undertake activities that we believe are beneficial to our business.

Our financial results and operations may be negatively affected by the State of Hawai'i's airport modernization plan.

The State of Hawai'i has begun to implement a modernization plan encompassing the airports we serve within the State. Our landing fees and airport rent rates have increased to fund the modernization program. Additionally, we expect the costs for our Neighbor Island operations to increase more than the costs related to our North America and International operations due to phased adjustments to the airport's funding mechanism. Therefore, costs related to the modernization program will have a greater impact on our operations as compared to our competitors, who do not have significant Neighbor Island operations. We can offer no assurance that we will be successful in offsetting these cost increases through other cost reductions or increases in our revenue and, therefore, can offer no assurance that our future financial results will not be negatively affected by them.

The construction work that is performed in connection with the State's modernization plan has temporarily narrowed the taxilanes used by our aircraft to depart and arrive at our assigned terminal. The temporary narrowing of the taxilanes has congested the aircraft traffic in these areas, which has resulted in the delay of the departure and arrival of our aircraft. Significant delays and potential displacement resulting from the State's modernization plan may have a negative impact on our operations and on-time performance.

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Our operations may be disrupted if we are unable to obtain and maintain adequate facilities and infrastructure at airports within the State of Hawai'i.

We must be able to maintain and/or obtain adequate gates, office space, operations area and ticketing facilities at the airports within the State of Hawai'i to be able to operate our existing and proposed flight schedules. Failure to maintain such facilities and infrastructure may adversely impact our operations and financial performance.

Our insurance costs are susceptible to significant increases and further increases in insurance costs or reductions in coverage could have an adverse effect on our financial results.

We carry types and amounts of insurance customary in the airline industry, including coverage for general liability, passenger liability, property damage, aircraft loss or damage, baggage and cargo liability and workers' compensation. We are required by the DOT to carry liability insurance on each of our aircraft. We currently maintain commercial airline insurance with a major group of independent insurers that regularly participate in world aviation insurance markets, including public liability insurance and coverage for losses resulting from the physical destruction or damage to our aircraft. However, there can be no assurance that the amount of such coverage will not change or that we will not bear substantial losses from accidents or damage to, or loss of, aircraft or other property due to other factors such as natural disasters. We could incur substantial claims resulting from an accident or damage to, or loss of, aircraft or other property due to other factors such as natural disasters in excess of related insurance coverage that could have a material adverse effect on our results of operations and financial condition.

Following the terrorist attacks on September 11, 2001, our insurance costs increased significantly and the availability of third-party war risk (terrorism) insurance decreased significantly. We have obtained third-party war risk (terrorism) insurance through a special program administered by the FAA. An extension of such authority will require legislation by the U.S. Congress. Should the government discontinue this coverage, obtaining comparable coverage from commercial underwriters could result in substantially higher premiums and more restrictive terms, if it is available at all. If we are unable to obtain adequate third-party war risk (terrorism) insurance, our business could be materially and adversely affected.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

Aircraft

The table below summarizes our total fleet as of December 31, 2013 , 2014 and expected 2015 (based on existing agreements):



	December 31, 2013			December 31, 2014			December 31, 2015			Seating Capacity (Per Aircraft)	Simple Average Age (In Years)
Aircraft Type	Leased(4)	Owned	Total	Leased(4)	Owned	Total	Leased(4)	Owned	Total
A330-200(1)	7	7	14	7	12	19	10	12	22	294	2.2
767-300(2)	6	6	12	6	4	10	4	4	8	252 - 264	15.1
717-200	3	15	18	3	15	18	3	15	18	118 - 123	13.0
ATR42(3)	—	3	3	—	3	3	—	3	3	48	10.5
Total	16	31	47	16	34	50	17	34	51

(1)

During 2014 , we took delivery and placed into revenue service five Airbus A330-200 aircraft for service on our North America and International routes. These aircraft were financed in part through proceeds from our EETC financing transaction. The increase in the number of leased aircraft in 2015 is due to the planned delivery of three aircraft to be financed through purchase assignment and lease transactions. See Note 8 for further discussion regarding the EETC financing transaction and Note 13 for further discussion regarding the purchase assignment and lease transactions.


(2)	During 2014 , we retired two Boeing 767-300 aircraft at the end of their estimated useful life. The decrease in the number of owned Boeing 767-300 aircraft from 2014 to 2015 is due to the planned return of two aircraft at the end of their lease terms.

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(3)	The ATR42 aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly-owned subsidiary of the Company.


(4)	Leased aircraft include both aircraft under capital and operating leases. See Note 9 to the consolidated financial statements for further discussion regarding our aircraft leases.

At December 31, 2014 , we had firm aircraft orders as detailed below:



	A330-200 Aircraft	A321neo Aircraft(2)	A330-800neo Aircraft(3)
Delivery Year	A330-200 Aircraft	A321neo Aircraft(2)	A330-800neo Aircraft(3)	Total
2015	3	—	—	3
2016	—	—	—	—
2017	—	3	—	3
2018	—	6	—	6
2019	—	6	2	8
2020	—	1	2	3
2021	—	—	2	2
	3	16	6	25


(1)	Firm orders include three Airbus A330-200 aircraft for which Hawaiian has secured financing through purchase assignment and lease transactions as discussed in Note 13 to the consolidated financial statements.


(2)	In 2013, Hawaiian executed a purchase agreement for the purchase of 16 new Airbus A321neo aircraft scheduled for delivery between 2017 and 2020. The A321neo narrow-body aircraft will be used to complement Hawaiian's existing fleet of wide-body aircraft for travel to and from the West Coast on its North America routes.

(3)

In 2014, Hawaiian entered into an amendment (the "Purchase Agreement Amendment") to the Airbus A330/A350XWB Purchase Agreement to convert its order for six firm A350XWB-800 aircraft with an additional six purchase rights into an order for six firm A330-800neo aircraft with an additional six purchase rights. The Purchase Agreement Amendment provides for delivery, subject to certain flexibility rights, of six A330-800neo aircraft starting in 2019. These fuel efficient, long-range aircraft will complement our existing fleet of wide-body, twin aisle aircraft used for long-haul flying on our North America and International routes.

Hawaiian has purchase rights for an additional three A330-200 aircraft, nine A321neo aircraft and six A330-800neo aircraft and can utilize these rights subject to production availability. Leases on three of the remaining six Boeing 767-300 leased aircraft will expire by the end of 2016. See Note 9 to the consolidated financial statements for additional information regarding our aircraft lease agreements.

Ground Facilities

Our principal terminal facilities, cargo facilities and hangar and maintenance facilities are located at the Honolulu International Airport (HNL). The majority of the facilities at HNL are leased on a month-to-month basis. We are also charged for the use of terminal facilities at the four major Neighbor Island airports owned by the State of Hawai'i. Some terminal facilities, including gates and holding rooms, are considered by the State of Hawai'i to be common areas and thus are not exclusively controlled by us. Other facilities, including station managers' offices, Premier Club lounges and operations support space, are considered exclusive-use space by the State of Hawai'i.

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The table below sets forth the airport locations we utilize pursuant to various agreements as of December 31, 2014 :



Name of Airport	Location
Phoenix Sky Harbor International Airport		Phoenix	Arizona
Los Angeles International Airport		Los Angeles	California
Oakland International Airport		Oakland	California
Sacramento International Airport		Sacramento	California
San Diego International Airport		San Diego	California
San Francisco International Airport		San Francisco	California
Norman Y. Mineta San Jose International Airport		San Jose	California
Hilo International Airport		Hilo	Hawai'i
Honolulu International Airport		Honolulu	Hawai'i
Kahului Airport		Kahului	Hawai'i
Kapalua Airport		Lahaina	Hawai'i
Kona International Airport		Kona	Hawai'i
Lana'i Airport		Lana'i	Hawai'i
Lihu'e Airport		Lihu'e	Hawai'i
Moloka'i Airport		Moloka'i	Hawai'i
McCarran International Airport		Las Vegas	Nevada
John F. Kennedy International Airport		New York	New York
Portland International Airport		Portland	Oregon
Seattle-Tacoma International Airport		Seattle	Washington
Pago Pago International Airport		Pago Pago	American Samoa
Faa'a International Airport		Papeete	Tahiti
Brisbane International Airport		Brisbane	Australia
Sydney International Airport		Sydney	Australia
Auckland Airport		Auckland	New Zealand
Kansai International Airport		Osaka	Japan
Haneda International Airport		Tokyo	Japan
New Chitose International Airport		Sapporo	Japan
Sendai Airport		Sendai	Japan
Incheon International Airport		Seoul	South Korea
Beijing Capital International Airport		Beijing	China

Our corporate headquarters are located in leased premises adjacent to the Honolulu International Airport.

ITEM 3. LEGAL PROCEEDINGS.

We are subject to legal proceedings arising in the normal course of our operations. We do not anticipate that the disposition of any currently pending proceeding will have a material effect on our operations, business or financial condition.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is traded on the NASDAQ Stock Market, LLC (NASDAQ) under the symbol "HA." The following table sets forth the range of high and low sales prices of our common stock as reported on the NASDAQ for the periods indicated.



	High		Low
2014
Fourth Quarter	$	26.06	$	12.62
Third Quarter	15.84		12.97
Second Quarter	16.25		12.67
First Quarter	14.73		9.62
2013
Fourth Quarter	$	9.63	$	7.40
Third Quarter	7.72		6.16
Second Quarter	6.32		5.30
First Quarter	7.20		5.43

Holders

There were 1,041 stockholders of record of our common stock as of January 23, 2015, which does not reflect those shares held beneficially or those shares held in "street" name.

Dividends and Other Restrictions

We paid no dividends in 2014 or 2013 . Restrictions contained in our financing agreements and certain of our aircraft lease agreements limit our ability to pay dividends on our common stock. We do not anticipate paying periodic cash dividends on our common stock for the foreseeable future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

United States law prohibits non-U.S. citizens from owning more than 25% of the voting interest of a U.S. air carrier or controlling a U.S. air carrier. Our certificate of incorporation prohibits the ownership or control of more than 25% (to be increased or decreased from time to time, as permitted under the laws of the U.S.) of our issued and outstanding voting capital stock by persons who are not "citizens of the U.S." As of December 31, 2014 , we believe we are in compliance with the law as it relates to voting stock held by non-U.S. citizens.

Stockholder Return Performance Graph

The following graph compares cumulative total stockholder return on our common stock, the S&P 500 Index and the AMEX Airline Index from January 1, 2010 to December 31, 2014 . The comparison assumes $100 was invested on January 1, 2010 in our common stock and each of the foregoing indices and assumes reinvestment of dividends before consideration of income taxes. We have paid no dividends on our common stock.

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The stock performance depicted in the graph above is not to be relied upon as indicative of future performance. The stock performance graph shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the same by reference, nor shall it be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

ITEM 6. SELECTED FINANCIAL DATA.

The Selected Financial Data should be read in conjunction with our accompanying audited consolidated financial statements and the notes related thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" below.

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Hawaiian Holdings, Inc.

Selected Financial Data



	Year ended December 31,
	2014		2013		2012		2011			2010
	(in thousands, except per share data)
Summary of Operations:
Operating revenue	$	2,314,879	$	2,155,865	$	1,962,353	$	1,650,459		$	1,310,093
Operating expenses	2,069,747		2,022,118		1,832,955		1,630,176			1,218,815
Operating income	245,132		133,747		129,398		20,283			91,278
Net Income (Loss)(a)	68,926		51,854		52,237		(2,649		)	110,255
Net Income (Loss) Per Common Stock Share:
Basic	$	1.29	$	1.00	$	1.04	$	(0.05	)	$	2.15
Diluted	1.10		0.98		1.01		(0.05		)	2.10
Balance Sheet Items as of December 31:
Total assets	$	2,602,528	$	2,164,261	$	1,865,824	$	1,487,529		$	1,117,499
Long-term debt, less discount, and capital lease obligations, excluding current maturities (b)	893,288		744,286		553,009		424,436			171,884


(a)	In 2010, as a result of our demonstrated ability to generate sufficient taxable income, combined with certain tax planning strategies, management concluded that it was more likely than not that we would realize our deferred tax assets. Therefore, net income was positively affected by the release of our remaining valuation allowance of $57.5 million.

(b)

In 2014, we received proceeds of $368.4 million in connection with the EETC financing for the purchase of five Airbus A330-200 aircraft. In 2013, we borrowed $132.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft, and received proceeds of $76.1 million in connection with the EETC financing for the purchase of one Airbus A330-200 aircraft. In 2012, we borrowed $133.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft and took delivery of three aircraft (two Boeing 717 aircraft and one Airbus A330-200 aircraft) under capital leases. In 2011, we issued $86.25 million principal amount of convertible notes due March 2016 and used the proceeds to pay off our outstanding secured revolving credit facility, borrowed $192.8 million through secured loan agreements to finance a portion of the purchase price of 15 Boeing 717-200 aircraft and borrowed $132.0 million to finance a portion of the purchase price of two Airbus A330-200 aircraft. See further discussion at Note 8 to the consolidated financial statements.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the Company and its operations. This discussion and analysis of our financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections of future events. However, our actual results could differ materially from those discussed herein as a result of the risks that we face, including but not limited to those risks stated in "Risk Factors." See "Cautionary Note Regarding Forward-Looking Statements," above. In addition, the following discussion should be read in conjunction with the audited consolidated financial statements and the related notes thereto included elsewhere in this report.

Year in Review

2014 Financial Highlights


•	Operating income grew to $245 million compared to $134 million in the prior-year period.


•	Pre-tax income grew to $113 million compared to $86 million in the prior-year period.


•	GAAP net income of $69 million or $1.10 per diluted share compared to $52 million or $0.98 per diluted share in the prior-year period.


•	Adjusted net income, reflecting economic fuel expense, of $97 million or $1.55 per diluted share compared to $47 million or $0.88 per share in the prior-year period.


•	Unrestricted cash and cash equivalents and short-term investments of $524 million compared to $423 million in the prior year period.

See "Non-GAAP Financial Measures" below for our reconciliation of non-GAAP measures.

Outlook

We expect our financial performance to improve in the first quarter of 2015 compared to the same quarter in 2014, primarily the result of lower fuel costs. We expect available seat miles during the first quarter of 2015 to increase by 3.5% to 5.5% from the same prior year period. However, with the continued strengthening of the U.S. dollar, decrease in fuel surcharges on our international routes, and increase in industry capacity on our North America routes, operating revenue per available seat mile is expected to decrease by 3.5% to 6.5% from the same prior year period. We expect operating cost per available seat mile, excluding fuel, for the first quarter of 2015 to increase by 1.5% to 4.5% from the same prior year period.

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Selected Consolidated Statistical Data

Below are the operating statistics we use to measure our operating performance.



	Year ended December 31,
	2014			2013			2012
	(in thousands, except as otherwise indicated)
Scheduled Operations (c) :
Revenue passengers flown	10,191			9,929			9,476
Revenue passenger miles (RPM)	13,910,804			13,658,072			12,195,875
Available seat miles (ASM)	17,062,264			16,761,761			14,660,030
Passenger revenue per RPM (Yield)		14.70	¢		14.22	¢		14.49	¢
Passenger load factor (RPM/ASM)	81.5		%	81.5		%	83.2		%
Passenger revenue per ASM (PRASM)		11.99	¢		11.59	¢		12.05	¢
Total Operations (c) :
Revenue passengers flown	10,195			9,936			9,484
RPM	13,921,147			13,677,645			12,217,635
ASM	17,073,630			16,785,827			14,687,472
Operating revenue per ASM (RASM)		13.56	¢		12.84	¢		13.36	¢
Operating cost per ASM (CASM)		12.12	¢		12.05	¢		12.48	¢
CASM excluding aircraft fuel (b)		8.15	¢		7.88	¢		8.18	¢
Aircraft fuel expense per ASM (a)		3.97	¢		4.17	¢		4.30	¢
Revenue block hours operated	166,362			161,965			147,810
Gallons of jet fuel consumed	230,199			226,214			199,465
Average cost per gallon of jet fuel (actual) (a)	$	2.95		$	3.09		$	3.17


(a)	Includes applicable taxes and fees.


(b)	Represents adjusted unit costs, a non-GAAP measure. We believe this is a useful measure because it better reflects our controllable costs. See "Non-GAAP Financial Measures" below for our reconciliation of non-GAAP measures.


(c)	Includes the operations of our contract carrier under a capacity purchase agreement.

Operating Revenue

Our revenue is derived primarily from transporting passengers on our aircraft. Revenue is recognized when either the transportation is provided or when the related ticket expires unused. We measure capacity in terms of available seat miles, which represent the number of seats available for passengers multiplied by the number of miles the seats are flown. Yield, or the average amount one passenger pays to fly one mile, is calculated by dividing passenger revenue by RPMs. We strive to increase passenger revenue primarily by increasing our yield per flight or by filling a higher proportion of available seats, which produces higher operating revenue per available seat mile. Other revenue primarily consists of baggage fees, cargo revenue, ticket change and cancellation fees, incidental services revenue, sale of frequent flyer miles, inflight revenue, contract services and charter services revenue.

Operating revenue was $2.31 billion , $2.16 billion and $1.96 billion for the years ended December 31, 2014 , 2013 and 2012 , respectively, driven primarily by an increase in passenger revenue.

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Passenger Revenue

Passenger revenue was $2.05 billion , $1.94 billion and $1.77 billion for the years ended December 31, 2014 , 2013 and 2012 , respectively. Details of these changes are described in the table below:



	Year Ended December 31, 2014 as compared to December 31, 2013									Year Ended December 31, 2013 as compared to December 31, 2012
	Change in scheduled passenger revenue			Change in Yield		Change in RPM		Change in ASM		Change in scheduled passenger revenue		Change in Yield		Change in RPM		Change in ASM
	(in millions)									(in millions)
North America	$	111.4		5.1	%	6.9	%	10.2	%	$	81.7	3.7	%	6.2	%	5.8	%
Neighbor Island	35.7			6.0		1.8		3.7		33.6		5.9		1.9		(2.7	)
International	(44.8		)	(0.8	)	(6.9	)	(10.4	)	60.5		(11.6	)	26.1		33.0
Total scheduled	$	102.3		3.4	%	1.9	%	1.8	%	$	175.8	(1.9	)%	12.0	%	14.3	%

North America

North America revenue increased by $111.4 million in 2014 , as compared to 2013 , due to an increase in the number of revenue passengers flown and the yield generated on these routes. The increase in the number of revenue passengers was driven by an increase in capacity provided by the addition of new Airbus A330-200 aircraft delivered during the year, the initiation of new routes from Honolulu to Oakland, California (January 2014) and from Maui to Los Angeles (May 2014) and San Francisco, California (November 2014), the reintroduction of the Honolulu to San Jose, California service (May 2014), and the introduction of our summer service from both Lihu'e, Kaua'i and Kona, Hawai'i Island to Oakland and Los Angeles, California.

North America revenue increased by $81.7 million in 2013 , as compared to 2012 , primarily due to an increase in the number of revenue passengers flown and the yield generated on these routes. The increase in the number of revenue passengers was driven by an increase in capacity provided by the addition of new Airbus A330-200 aircraft delivered during the year, and the effects of full-year results from routes initiated in 2012.

Neighbor Island

Neighbor Island revenue increased by $35.7 million in 2014 , as compared to 2013 , due to our turboprop operations which launched in March 2014, the impact of improved traffic mix, and a slight increase in average fares.

Neighbor Island revenue increased by $33.6 million , in 2013 , as compared to 2012 , primarily due to schedule adjustments and changes in pricing and revenue management practices, which allowed us to improve our yield and load factors on these routes.

International

International revenue decreased by $44.8 million in 2014 , as compared to 2013 , due to a decrease in our international capacity which was a result of changes to our network during the year. These changes consisted of the suspension of our routes from Honolulu to Manila, Philippines (August 2013) and from Honolulu to Fukuoka, Japan (June 2014). Also, the continued strengthening of the U.S. Dollar resulted in decreased average fares from 2013.

International revenue increased by $60.5 million in 2013 , as compared to 2012 , primarily due to an increase in the number of revenue passengers flown and offset by decreased yield. The increase in the number of revenue passengers was driven by an increase in capacity provided by the addition of new Airbus A330-200 aircraft delivered during the year and the initiation of routes from Honolulu to Auckland, New Zealand (March 2013), Sendai, Japan (June 2013) and Taipei, Taiwan (July 2013) and the effects of the full year results from routes initiated in 2012. We experienced a decrease in yield as a result of increased competition on our Japanese, Australia and New Zealand routes, and the continued strengthening of the U.S. Dollar in most currencies, primarily the Japanese Yen and Australian Dollar, which resulted in decreased average fares from the prior-year period.

Other Operating Revenue

Other operating revenue increased by $56.8 million , or 26.7% , in 2014 , as compared to 2013 , due to $29.1 million of ancillary revenue generated by increased sales of frequent flyer miles under our new co-branded credit card agreement and $13.1 million of cargo revenue driven by an increase in the volume of cargo transported, as compared to the prior year period. The increase in volume was the result of additional cargo capacity and improved revenue generation on our existing routes.

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Other operating revenue increased by $17.7 million , or 9.1% , in 2013 , as compared to 2012 , due primarily to a $16.2 million increase in cargo revenue, which was due to the additional cargo capacity provided by the Airbus A330-200 aircraft, the expansion of our network, and improved revenue generation on our existing routes.

Operating Expenses

The largest components of our operating expenses are aircraft fuel (including taxes and delivery), wages and benefits provided to our employees and aircraft maintenance materials and repairs. The price and availability of aircraft fuel is extremely volatile due to global economic and geopolitical factors that we can neither control nor accurately predict. Maintenance and repair costs are expensed when incurred unless covered by third-party power-by-the-hour services contracts, which are expensed as flight hours are incurred. Increases (decreases) in operating expenses are detailed below.



	Changes in operating expenses for the year ended December 31, 2014 as compared to December 31, 2013					Changes in operating expenses for the year ended December 31, 2013 as compared to December 31, 2012
	$			%		$			%
	(in thousands)					(in thousands)
Operating expense:
Aircraft fuel, including taxes and delivery	$	(20,549	)	(2.9	)%	$	67,061		10.6	%
Wages and benefits	20,008			4.7		50,864			13.5
Aircraft rent	(2,112		)	(1.9	)	9,748			9.9
Maintenance materials and repairs	22,232			10.9		19,835			10.8
Aircraft and passenger servicing	2,145			1.8		16,810			16.2
Commissions and other selling	(3,382		)	(2.7	)	11,576			10.1
Depreciation and amortization	13,324			16.0		(2,549		)	(3.0	)
Other rentals and landing fees	6,585			8.1		(4,306		)	(5.0	)
Other	9,378			5.4		20,124			13.2
Total	$	47,629		2.4	%	$	189,163		10.3	%

Aircraft Fuel

Increases (decreases) in aircraft fuel expense are illustrated in the following table:



	Year Ended December 31,						% Change from Year Ended
	2014		2013		2012		2013		2012
	(in thousands, except per-gallon amounts)
Aircraft fuel expense, including taxes and delivery	$	678,253	$	698,802	$	631,741	(2.9	)%	10.6	%
Fuel gallons consumed	230,199		226,214		199,465		1.8	%	13.4	%
Average fuel price per gallon, including taxes and delivery	$	2.95	$	3.09	$	3.17	(4.5	)%	(2.5	)%

The decrease in fuel expense from 2013 to 2014 is primarily due to a decrease in the average fuel price per gallon, partially offset by increased fuel consumption due to the additional aircraft in the fleet ( five additional A330-200 offset by the retirement of two B767-300 aircraft).

The increase in fuel expense from 2012 to 2013 is primarily due to an increase in fuel consumption due to the additional aircraft in the fleet (five additional A330-200 offset by the return/retirement of three B767-300 aircraft), but was partially offset by a decrease in the average fuel price per gallon.

We believe economic fuel expense is the best measure of the effect of fuel prices on our business as it most closely approximates the net cash outflow associated with the purchase of fuel for our operations in a period and is consistent with how management manages our business and assesses our operating performance. We define economic fuel expense as raw fuel expense plus (gains)/losses realized through actual cash payments to/(receipts from) hedge counterparties for fuel derivatives settled in the period inclusive of costs related to hedging premiums. Economic fuel expense is calculated as follows:

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	Year Ended December 31,						% Change from Year Ended
	2014		2013		2012		2013		2012
	(in thousands, except per-gallon amounts)
Aircraft fuel expense, including taxes and delivery	$	678,253	$	698,802	$	631,741	(2.9	)%	10.6	%
Realized losses on settlement of fuel derivative contracts	20,365		14,018		7,372		45.3	%	90.2	%
Economic fuel expense	$	698,618	$	712,820	$	639,113	(2.0	)%	11.5	%
Fuel gallons consumed	230,199		226,214		199,465		1.8	%	13.4	%
Economic fuel costs per gallon	$	3.03	$	3.15	$	3.20	(3.8	)%	(1.6	)%

See Item 7A, Quantitative and Qualitative Disclosures about Market Risk, for additional discussion of our jet fuel costs and related derivative program.

Wages and Benefits

Wages and benefits expense increased by $20.0 million , or 4.7% , in 2014 , as compared to 2013 , due to a 2.5% increase in the number of employees as we continue to expand our operations with additional aircraft. Our profit-sharing expense also increased in 2014, which was driven by our improved financial performance in the current period.

Wages and benefits expense increased by $50.9 million , or 13.5% , in 2013 , as compared to 2012 , primarily due to a 7.0% increase in the number of employees as we continue to expand our operations with additional aircraft and new routes, which also resulted in an $8.4 million increase in health and fringe benefits provided to our employees.

Aircraft Rent

Aircraft rent expense decreased by $2.1 million , or 1.9% , in 2014 , as compared to 2013 , primarily due to the full year effect of three Boeing 767-300 aircraft leases that ended in 2013, partially offset by full year effect of the addition of two Airbus A330-200 aircraft under operating leases.

Aircraft rent expense increased by $9.7 million , or 9.9% , in 2013 , as compared to 2012 , primarily due to the addition of two Airbus A330-200 aircraft under operating leases (one in February 2013 and one in April 2013), partially offset by the return of three Boeing 767-300 aircraft at the end of their lease terms in April, August, and October 2013.

Maintenance Materials and Repairs

Maintenance materials and repairs expense increased by $22.2 million , or 10.9% , in 2014 , as compared to 2013 , primarily due to the increase in the number and utilization of Airbus A330-200 aircraft in our fleet, partially offset by a decrease in the number and utilization of Boeing 767-300 aircraft in our fleet.

Maintenance materials and repairs expense increased by $19.8 million , or 10.8% , in 2013 , as compared to 2012 , primarily due to the increase in the number and utilization of Airbus A330-200 aircraft in our fleet.

Depreciation and Amortization

Depreciation and amortization expense increased by $13.3 million , or 16.0% , in 2014 , as compared to 2013 , primarily due to the increase in the number of owned aircraft ( five A330-200 aircraft offset by the retirement of two B767-300 aircraft).

Depreciation and amortization expense decreased by $2.5 million , or 3.0% , in 2013 , as compared to 2012 , primarily due to our frequent flyer marketing relationship intangible asset which was fully amortized as of December 31, 2012. This decrease was partially offset by the increase in the number of owned aircraft (three A330-200 aircraft).

Other Rentals and Landing Fees

Other rentals and landing fees expense increased by $6.6 million , or 8.1% , in 2014 , as compared to 2013 , primarily due to increased rates and landing frequencies. Other rentals and landing fees expense decreased by $4.3 million , or 5.0% , in 2013 , as compared to 2012 , primarily due to decreased rental and landing fee rates at our Honolulu operational facility.

Other Expense

Other expense increased by $9.4 million , or 5.4% , in 2014 , as compared to 2013 , primarily due to costs incurred in connection with our turboprop operations that began in March 2014.

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Other expense increased by $20.1 million , or 13.2% , in 2013 , as compared to 2012 , due to increased travel related expenses and increased expenses incurred on services outsourced to third-party vendors. Both increases were primarily the result of our continued expansion.

Nonoperating Expense

Net nonoperating expense increased by $84.3 million in 2014 , as compared to 2013 , primarily due to our fuel hedge portfolio generating losses of $63.5 million in the current period compared to losses of $5.3 million in the prior year period. The strengthening of the US dollar resulted in foreign exchange loss of $8.7 million in the current period compared to a loss of $4.4 million in the prior period. The interest expense incurred in connection with the equipment notes under the EETC financing also contributed to the increase in nonoperating expense for the period.

Net nonoperating expense increased by $3.7 million in 2013, as compared to 2012, primarily due to increased interest and amortization of debt discounts and issuance costs of $6.9 million and $19.0 million, respectively, due to the additional financings we entered into subsequent to December 31, 2013 and 2012 .

Income Tax Expense

We recorded income tax expense of $44.5 million , $34.6 million and $32.5 million during the years ended December 31, 2014 , 2013 , and 2012 , respectively. In 2014 , 2013 and 2012 , we had an effective tax rate of 39.2% , 40.0% and 37.9% , respectively.

See Note 10 to the consolidated financial statements for further discussion.

Liquidity and Capital Resources

Our liquidity is dependent on the cash we generate from operating activities and our debt financing arrangements. As of December 31, 2014 , we had $264.1 million in cash and cash equivalents and $260.1 million in short-term investments, representing an increase of $100.8 million from December 31, 2013 . As of December 31, 2014 and 2013 , our restricted cash balance of $6.6 million and $21.0 million, respectively, consisted of cash held as collateral by entities that process our credit card transactions for advanced ticket sales and cash held as collateral for future interest payments owed in connection with the EETC financing which closed in May 2013.

We have been able to generate sufficient funds from our operations to meet our working capital requirements and typically finance our aircraft through secured debt and lease financings. At December 31, 2014 , Hawaiian had $1,049.6 million of debt and capital lease obligations, including $156.3 million classified as a current liability in the Consolidated Balance Sheets. During the quarter ended December 31, 2014 a condition for conversion of the convertible notes was satisfied, which permits holders of the convertible notes to surrender their notes for conversion during the quarter ending March 31, 2015. As a result, the carrying value of $66.5 million is reflected as a current liability in the Consolidated Balance Sheets.

In September 2014, we terminated our secured revolving credit facility with Wells Fargo Capital Finance LLC, which provided for a secured revolving credit facility of $75 million. In November 2014, the Company entered into a credit agreement with Citigroup Global Markets Inc. providing for a secured revolving credit and letter of credit facility ("Revolving Credit Facility") in an amount of up to $175 million. As of December 31, 2014 we had no outstanding borrowings under the Revolving Credit Facility.

Cash Flows

Net cash provided by operating activities was $300.4 million , $243.3 million and $311.0 million in 2014 , 2013 and 2012 , respectively. The increase in 2014 was primarily due to increased net income before the expense associated with unrealized loss positions on our fuel derivative contracts, which do not immediately impact our cash flows from operating activities because the losses were unrealized as of December 31, 2014. The decrease in 2013 was primarily due to a smaller increase in our air traffic liability as of December 31, 2013 compared to December 31, 2012, primarily because we introduced fewer new routes in 2013 compared to 2012.

Net cash used in investing activities was $686.8 million , $327.8 million and $290.7 million for 2014 , 2013 and 2012 , respectively. The increase in 2014 was due to the $261.5 million in net purchases of investments, and the acquisition of five Airbus A330-200 aircraft during the year. The increase in 2013 was primarily due to increases in purchases of property and equipment of $79.5 million, offset by decreases in pre-delivery deposits for upcoming aircraft and engine deliveries of $28.0 million, and the proceeds received from the disposition of equipment of $14.4 million.

Net cash provided by financing activities was $227.1 million , $102.0 million and $81.4 million for 2014 , 2013 and 2012 , respectively. The increase in 2014 was due to the receipt of $368.4 million in proceeds from the EETC financing, partially offset by the $54.2 debt extinguishment in October 2014 and the $15.1 convertible note repurchase. The increase in the net

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cash provided by financing activities in 2013 is primarily due to increases in long-term borrowings of $110.1 million, offset by increases in cash repayments for debt and capital lease obligations of $64.5 million and the collateral payment that was made in connection with the issuance of the EETCs of $16.0 million.

Capital Commitments

In December 2014, we entered into a Purchase Agreement Amendment to convert our order for six firm A350XWB-800 aircraft with an additional six purchase rights into an order for six firm A330-800neo aircraft with an additional six purchase rights. The Purchase Agreement Amendment provides for delivery, subject to certain flexibility rights, of six A330-800neo aircraft starting in 2019. These fuel efficient, long-range aircraft will complement our existing fleet of wide-body, twin aisle aircraft used for long-haul flying on our North America and International routes. In December 2014, we entered into a General Terms Agreement with Rolls-Royce for the supply of products and services in support of the Trent 7000 engines to be installed on the Airbus A330-800neo aircraft. The General Terms Agreement includes the terms for the supply of spare engines, product warranties and performance guarantees.

As of December 31, 2014 , we had the following capital commitments consisting of firm aircraft and engine orders and purchase rights:



Aircraft Type	Firm Orders	Purchase Rights	Expected Delivery Dates
A330-200 aircraft	3	3	In 2015
A330-800neo aircraft	6	6	Between 2019 and 2021
A321neo aircraft	16	9	Between 2017 and 2020
Rolls-Royce spare engines:
A330-800neo spare engines	2	—	Between 2019 and 2020
Pratt & Whitney spare engines:
A321neo spare engines	2	—	Between 2017 and 2018

Committed expenditures for these aircraft, engines and related flight equipment approximates $203 million in 2015 , $67 million in 2016 , $234 million in 2017 , $411 million in 2018 , $497 million in 2019 and $435 million thereafter.

For 2015 , we expect our other non-aircraft related capital expenditures, which include software, improvements, ramp and maintenance equipment to total approximately $45 million to $55 million.

In order to complete the purchase of these aircraft and fund related costs, we must secure acceptable financing. We have backstop financing available from aircraft and engine manufacturers, subject to certain customary conditions. Financing will be necessary to satisfy the Company’s capital commitments for its firm order aircraft and other related capital expenditures. The Company can provide no assurance that any financing not already in place for aircraft and spare engine deliveries will be available to the Company on acceptable terms when necessary or at all.

See Note 13 for further discussion of the purchase assignment and leaseback transactions for our remaining three A330-200 aircraft deliveries in 2015.

Covenants under our Financing Arrangements

The terms of certain of our financing agreements restrict our ability to, among other things, incur additional indebtedness, issue preferred stock or pay dividends. These agreements also require us to meet certain financial covenants. These financial tests include maintaining a minimum amount of unrestricted cash and achieving certain levels of fixed charge coverage. As of December 31, 2014 we were in compliance with these covenants.

Under our bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks, which are included in restricted cash in our Consolidated Balance Sheets, totaled $5.0 million as of December 31, 2014 and 2013 .

Pension and Other Postretirement Benefit Plan Funding

As of December 31, 2014 , the excess of the projected benefit obligations over the fair value of plan assets was approximately $410.7 million . We contributed $8.9 million, $18.7 million and $19.4 million, to our defined benefit pension plans and disability plan during 2014 , 2013 and 2012 , respectively. Future funding requirements for our defined benefit and other postretirement plans are dependent upon many factors such as interest rates, funded status, applicable regulatory requirements

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and the level and timing of asset returns. In 2015 , our minimum required contribution to our defined benefit pension plans and disability plan is $5.1 million .

Income Tax Net Operating Loss Carryforwards

We have net operating loss (NOLs) carryforwards for federal and state income tax purposes of $365.8 million as of December 31, 2014 . The tax benefit of the NOLs carryforwards as of December 31, 2014 is $122.1 million , substantially all of which will not begin to expire until 2031. Although we expect to generate taxable income in future years, we cannot be assured our NOLs will be sufficient to offset our tax liability. We believe we will have sufficient working capital to pay income taxes as they become due.

Off-Balance Sheet Arrangements

An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (i) made guarantees, (ii) retained a contingent interest in transferred assets, (iii) an obligation under derivative instruments classified as equity or (iv) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the company, or that engages in leasing, hedging or research and development arrangements with the company. We have no arrangements of the types described in the first three categories that we believe may have a current or future material effect on our financial condition, liquidity or results of operations. We do have obligations arising out of variable interests in unconsolidated entities related to certain aircraft leases. To the extent our leases and related guarantees are with a separate legal entity other than a governmental entity, we are not the primary beneficiary because the lease terms are consistent with market terms at the inception of the lease, and the lease does not include a residual value guarantee, fixed price purchase option or similar feature.

Contractual Obligations

Our estimated contractual obligations as of December 31, 2014 are summarized in the following table:



Contractual Obligations	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Debt and capital lease obligations(1)(2)	$	1,332,613	$	214,241	$	271,082	$	271,270	$	576,020
Operating leases—aircraft and related equipment(3)	605,214		102,972		168,248		162,332		171,662
Operating leases—non-aircraft	46,261		5,228		9,508		8,190		23,335
Purchase commitments—Capital(4)	1,848,052		203,156		301,631		908,424		434,841
Purchase commitments—Operating(5)	547,353		70,003		115,625		97,688		264,037
Projected employee benefit contributions(6)	31,666		5,122		26,544		—		—
Total contractual obligations	$	4,411,159	$	600,722	$	892,638	$	1,447,904	$	1,469,895


(1)	Amounts represent contractual amounts due, including interest. Interest on variable-rate debt was estimated using rates in effect as of December 31, 2014 . Amount reflects capital lease obligations for one Airbus A330-200 aircraft, two Boeing 717 aircraft and one A330 flight simulator.


(2)	During the quarter ended December 31, 2014 a condition for conversion of the Convertible Note was satisfied, which permits holders of the Convertible Notes to surrender their notes for conversion in the first quarter of 2015 . Therefore, the principal balance is classified accordingly in the above table. However, the 5% interest-only, semiannual payments are excluded from the table.


(3)	Amounts reflect leases for six Airbus A330-200 aircraft, six Boeing 767 aircraft, one Boeing 717 aircraft and aircraft-related equipment as of December 31, 2014 .


(4)	Amounts include our firm commitments for aircraft and aircraft related equipment. See Note 13 for further discussion over the purchase assignment and leaseback transactions over our remaining three A330-200 aircraft deliveries in 2015.

(5)

Amounts include commitments for services provided by third-parties for aircraft maintenance for our Airbus fleet, accounting, IT and reservations. Total contractual obligations do not include long-term contracts where the commitment is variable in nature (with no minimum guarantee), such as aircraft maintenance deposits due under operating leases and fees due under certain other agreements such as aircraft maintenance power-by-the-hour, computer reservation systems and credit card processing agreements, or when the agreements contain short-term cancellation provisions.

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(6)	Amounts include our estimated contributions to our pension plans (based on actuarially determined estimates) and our pilots' disability plan. Amounts are subject to change based on numerous factors, including interest rate levels, the amount and timing of asset returns and the impact of future legislation. We are currently unable to estimate the projected contributions beyond 2017.

Non-GAAP Financial Measures

We believe the disclosure of non-GAAP financial measures is useful information to readers of our financial statements because:


•	We believe it is the basis by which we are evaluated by industry analysts and investors;


•	These measures are often used in management and board of directors decision making analysis;


•	It improves a reader's ability to compare our results to those of other airlines; and


•	It is consistent with how we present information in our quarterly earnings press releases.

Adjusted net income reflecting economic fuel expense and excluding loss on extinguishment of debt

See table below for reconciliation between GAAP consolidated net income to adjusted consolidated net income, including per share amounts (in thousands unless otherwise indicated). The adjustments are described below:


•	Unrealized (gains) losses on fuel derivative contracts, net of tax, are based on market prices for open contracts as of the end of the reporting period. As the cost and availability of fuel is volatile, excluding the impact of fuel derivative adjustments allow investors to better analyze our operational performance and compare our results to other airlines in the periods presented below.


•	Loss on extinguishment of debt, net of tax, is excluded to allow investors to better analyze our core operational performance and compare our results to other airlines in the periods presented below.



	Year Ended December 31,
	2014				2013						2012
	Net Income		Diluted Net Income Per Share		Net Income			Diluted Net Income Per Share			Net Income		Diluted Net Income Per Share
As reported—GAAP	$	68,926	$	1.10	$	51,854		$	0.98		$	53,237	$	1.01
Add: unrealized (gains) losses on fuel derivative contracts, net of tax	25,864		0.41		(5,210		)	(0.10		)	2,375		0.05
Add: loss on extinguishment of debt, net of tax	2,331		0.04		—			—			—		—
Reflecting economic fuel expense and excluding loss on extinguishment of debt	$	97,121	$	1.55	$	46,644		$	0.88		$	55,612	$	1.06

Operating Costs per Available Seat Mile (CASM)

We have listed separately in the table below our fuel costs per ASM and our non-GAAP unit costs, excluding fuel. These amounts are included in CASM, but for internal purposes we consistently use unit cost metrics that exclude fuel and non-recurring items (if applicable) to measure and monitor our costs.

CASM and CASM, excluding fuel, are summarized in the table below:



	Year Ended December 31,
	2014			2013			2012
GAAP operating expenses	$	2,069,747		$	2,022,118		$	1,832,955
Less: aircraft fuel, including taxes and delivery	(678,253		)	(698,802		)	(631,741		)
Adjusted operating expenses—excluding aircraft fuel	$	1,391,494		$	1,323,316		$	1,201,214
Available Seat Miles	17,073,630			16,785,827			14,687,472
CASM—GAAP		12.12	¢		12.05	¢		12.48	¢
Less: aircraft fuel	(3.97		)	(4.17		)	(4.30		)
CASM—excluding aircraft fuel		8.15	¢		7.88	¢		8.18	¢

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Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon financial statements that have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities as of the date of the financial statements.

Critical accounting policies and estimates are defined as those accounting policies and accounting estimates that are reflective of significant judgments and uncertainties, and that potentially result in materially different results under different assumptions and conditions.

Frequent Flyer Accounting

HawaiianMiles, Hawaiian's frequent flyer travel award program, provides a variety of awards to program members based on accumulated mileage. We utilize the incremental cost method of accounting for free travel awards earned in connection with the purchase of passenger tickets. This method utilizes a number of estimates including the incremental cost per mile and breakage. We record a liability for the estimated incremental cost of providing travel awards that are expected to be redeemed on Hawaiian or the contractual rate of expected redemption on other airlines. We estimate the incremental cost of travel awards based on periodic studies of actual costs and apply these cost estimates to all issued miles, less an appropriate breakage factor for estimated miles that will not be redeemed. Incremental costs include the cost of fuel, meals and beverages, insurance and certain other passenger traffic-related costs, but does not include any costs for aircraft ownership and maintenance. The breakage factor is estimated based on an analysis of historical expirations.

We also sell mileage credits to companies participating in our frequent flyer program. These sales are accounted for as multiple-element arrangements, with one element representing the transportation that will ultimately be provided when the mileage credits are redeemed and the other elements consisting of marketing related activities that we conduct with the participating company.

In 2013, Hawaiian entered into a co-branded credit card agreement, which provides for the sale of frequent flyer miles to Barclays Bank Delaware (Barclays) which began in 2014. The agreement is a new multiple element arrangement subject to Accounting Standards Update 2009-13, Multiple Deliverable Revenue Arrangements — A consensus of the FASB Emerging Issues Task Force (ASU 2009-13), which is effective for new and materially modified revenue arrangements entered into by the Company after January 1, 2011. ASU 2009-13 requires the allocation of the overall consideration received to each deliverable using the estimated selling price. The objective of using estimated selling price based methodology is to determine the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis.

The following four deliverables or elements were identified in the agreement: (i) travel miles; (ii) use of the Hawaiian brand and access to member lists; (iii) advertising elements; and (iv) other airline benefits including checked baggage services and travel discounts. The Company determined the relative fair value of each element by estimating the selling prices of the deliverables by considering discounted cash flows using multiple inputs and assumptions, including: (1) the expected number of miles to be awarded and redeemed; (2) the estimated weighted average equivalent ticket value, adjusted by a fulfillment discount; (3) the estimated total annual cardholder spend; (4) an estimated royalty rate for the Hawaiian portfolio; and (5) the expected use of each of the airline benefits. The overall consideration received is allocated to the deliverables based on their relative selling prices. The transportation element is deferred and recognized as passenger revenue over the period when the transportation is expected to be provided ( 24 months ). The other elements will generally be recognized as other revenue when earned.

In the previous co-branded credit card agreement, the estimated fair value of the transportation element was deferred and recognized as passenger revenue over the period the transportation was expected to be provided. Amounts received in excess of the transportation’s estimated fair value were recognized immediately as other revenue.

Under the programs of certain participating companies, credits are accumulated in accounts maintained by the participating company, then transferred into a member's HawaiianMiles account for immediate redemption of free travel awards. For those transactions, revenue is recognized over the period during which the mileage is projected to be used for travel (five months).

On an annual basis, we review the deferral period and deferral rate for mileage credits sold to participating companies (except for miles sold under our co-branded credit card agreement), as well as the breakage rate assumption for free travel awards earned in connection with the purchase of passenger tickets. The cost components of the incremental cost assumption are reviewed on a quarterly basis.

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Pension and Other Postretirement and Postemployment Benefits

The calculation of pension and other postretirement and postemployment benefit expenses and its corresponding liabilities require the use of significant assumptions, including the assumed discount rate, the expected long-term rate of return on plan assets, expected mortality rates of the plan participants, and the expected health care cost trend rate. Changes in these assumptions will impact the expense and liability amounts, and future actual experience may differ from these assumptions. The significant assumptions as of December 31, 2014 are as follows:



Pension:
Discount rate to determine projected benefit obligation	4.19	%
Expected return on plan assets	6.92	%	+
Postretirement:
Discount rate to determine projected benefit obligation	4.30	%
Expected return on plan assets	N/A
Expected health care cost trend rate:
Initial	7.50	%
Ultimate	4.75	%
Years to reach ultimate trend rate	4
Disability:
Discount rate to determine projected benefit obligation	4.16	%
Expected return on plan assets	5.92	%	+

N/A Not Applicable


+	Expected return on plan assets used to determine the net periodic benefit expense for 2015 is 6.89% for the pension plans and 5.40% for the disability plan.

The expected long-term rate of return assumption is developed by evaluating input from the trustee managing the plans' assets, including the trustee's review of asset class return expectations by several consultants and economists, as well as long-term inflation assumptions. Our expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on our goal of earning the highest rate of return while maintaining risk at acceptable levels. The plan strives to sufficiently diversify assets so that adverse or unexpected results from one security class will not have an unduly detrimental impact on the entire portfolio. We believe that our long-term asset allocation on average will approximate the targeted allocation. We periodically review our actual asset allocation and rebalance the pension plan's investments to our targeted allocation when considered appropriate. Pension expense increases as the expected rate of return on plan assets decreases. Lowering the expected long-term rate of return will have the following effects on our estimated 2015 pension and disability benefit expense:



	100 Basis Point Decrease
	(in millions)
Increase in estimated 2015 pension expense	$	2.6
Increase in estimated 2015 disability benefit expense	0.2

We determine the appropriate discount rate for each of our plans based on current rates on high quality corporate bonds that would generate the cash flow necessary to pay plan benefits when due. The pension and other postretirement benefit liabilities and future expense both increase as the discount rate is reduced. Lowering the discount rate would have the following effects:



	100 Basis Point Decrease
	(in millions)
Increase in pension obligation as of December 31, 2014	$	66.7
Increase in other postretirement benefit obligation as of December 31, 2014	46.1
Increase in estimated 2015 pension expense	3.0
Increase in estimated 2015 other postretirement benefit expense	7.0

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The health care cost trend rate is based upon an evaluation of the Company's historical trends and experience taking into account current and expected market conditions. Changes in the assumed health care cost trend rate would have the following annual effects:



	100 Basis Point Increase
	(in millions)
Increase in other postretirement benefit obligation as of December 31, 2014	$	43.2
Increase in estimated 2015 other postretirement benefit expense	8.9



	100 Basis Point Decrease
	(in millions)
Decrease in other postretirement benefit obligation as of December 31, 2014	$	33.2
Decrease in estimated 2015 other postretirement benefit expense	6.6

In 2014, the Society of Actuaries released reports that included both new mortality tables and an updated mortality improvement scale - the RP-2014 mortality table and MP-2014 improvement scale. The updated mortality tables and improvement scale provide more current data about mortality rates of private pension plan participants. We adopted the RP-2014 mortality table and the MP-2014 mortality improvement scale to calculate our pension and other postretirement benefit obligations as of December 31, 2014. This mortality information reflects longer life expectancies and anticipated rates of improvement in life expectancy compared to previous mortality assumptions, which had the following effects:



	(in millions)
Increase in pension obligation as of December 31, 2014	$	29.8
Increase in other postretirement benefit obligation as of December 31, 2014	20.8

Aircraft Maintenance and Repair Costs

On a quarterly basis we complete a forecast of maintenance costs for the next scheduled event on applicable leased aircraft and compare these estimates to our forecasted nonrefundable deposits to identify costs not expected to be recoverable. Any costs not expected to be recoverable are considered to be not substantially and contractually related to maintenance of the leased asset. Therefore, we bifurcate and expense the proportionate share that is estimated to not be recoverable from existing and future nonrefundable deposits. In determining whether it is probable that maintenance deposits will be used to fund the cost of the maintenance events, we conduct the following analysis:


•	We evaluate the aircraft's condition, including the airframe, the engines, the auxiliary power unit and the landing gear.


•	We then project future usage of the aircraft during the term of the lease based on our business and fleet plan.


•	We estimate the cost of performing the next scheduled maintenance event. These estimates are based on the experience of our maintenance personnel and available industry data, including historical fleet operating statistic reports published by the aircraft and engine manufacturers.


•	We compare the forecasted maintenance deposits to be paid at the time of the next scheduled maintenance event to the estimated cost of the next scheduled maintenance event. Those costs not expected to be recoverable are considered to be not substantially and contractually related to maintenance of the leased asset.


•	We prospectively account for any changes in estimates.

Our assessment of the recoverability of our maintenance deposits is subject to change in the event that key estimates and assumptions change over time. Those key estimates and assumptions include our fleet plan and the projected total cost and, to a lesser extent, anticipated timing of the major maintenance activities covered by the maintenance reserves.

Based on current market conditions, we believe that further significant changes in our fleet plan are unlikely. Furthermore, based on historical trends and future projections, including those published by the manufacturers of our aircraft and engines, we believe it is unlikely that future maintenance costs for our aircraft will decline to such an extent that the maintenance deposits currently recorded on our Consolidated Balance Sheets would not be used to fund the cost of future maintenance events and, therefore, not be recoverable.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to certain market risks, including commodity price risk (i.e. jet fuel prices), interest rate risk and foreign currency risk. We have market-sensitive instruments in the form of variable-rate debt and financial derivatives used to offset

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Hawaiian's exposure to jet fuel price increases, and financial hedge instruments used to hedge Hawaiian's exposure to variable interest rate risk and foreign currency exchange risk. The adverse effects of potential changes in these market risks are discussed below.

The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity nor do they consider additional actions we might undertake to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel Costs

Aircraft fuel costs constitute a significant portion of our operating expense. Fuel costs represented 33% of our operating expenses for the year ended December 31, 2014 . Approximately 69% of our fuel is based on Singapore jet fuel prices, 30% is based on U.S. West Coast jet fuel prices and 1% on other jet fuel prices. Based on gallons expected to be consumed in 2015 , for every one cent increase in the cost of a gallon of jet fuel, our fuel expense would increase by approximately $2.4 million, excluding the results of our fuel hedge program.

We periodically enter into derivative financial instruments to manage our exposure to changes in the price of jet fuel. During 2014 , our fuel hedge program primarily consisted of heating oil puts and swaps, and Brent crude oil call options and collars (combinations of purchased call options and sold put options of crude oil). Call option contracts provide for a settlement in favor of the holder in the event the prices exceed a predetermined contractual level during a particular time period. Collars provide for a settlement in our favor in the event prices for the underlying commodity exceed a predetermined contractual level (the call option strike price) during a particular time period. Put option contracts provide for a settlement in favor of the holder in the event the prices fall below a predetermined contractual level during a particular time period. Swaps provide for a settlement in our favor in the event the prices exceed a predetermined contractual level and are unfavorable in the event prices fall below a predetermined contractual level.

As of December 31, 2014 , we hedged approximately 39% of our projected fuel requirements for 2015 with heating oil puts and swaps. As of December 31, 2014 , the fair value of these fuel derivative agreements reflected a net liability of $38.8 million that is recorded in other accrued liabilities in the Consolidated Balance Sheets.

We expect to continue our program of offsetting some of our exposure to future changes in the price of jet fuel with a combination of fixed forward pricing contracts, swaps, calls, collars and other option-based structures.

We do not hold or issue derivative financial instruments for trading purposes.

Interest Rates

Our results of operations are affected by fluctuations in interest rates due to our variable-rate debt and interest income earned on our cash deposits. Our variable-rate debt agreements include the Revolving Credit Facility and secured loan agreements, the terms of which are discussed in Note 8 to our consolidated financial statements.

At December 31, 2014 , we had $87.3 million of variable-rate debt indexed to the following interest rate:



Index	Rate
One-month LIBOR	0.1635	%

Changes in market interest rates have a direct and corresponding effect on our pre-tax earnings and cash flows associated with our variable-rate debt and interest-bearing cash accounts. Based on the balances of our cash and cash equivalents, restricted cash, short-term investments, and variable-rate debt as of December 31, 2014 , a change in interest rates is unlikely to have a material impact on our results of operations.

At December 31, 2014 , we had $962.4 million of fixed-rate debt including aircraft capital lease obligations, a convertible note, facility agreements for aircraft purchases, and the outstanding equipment notes related to the EETC financing. Market risk for fixed-rate long-term debt is estimated as the potential increase in fair value resulting from a hypothetical 10% decrease in interest rates, and amounted to approximately $19.5 million as of December 31, 2014 .

In April 2013, we issued variable-rate debt to finance a portion of the purchase price of another Airbus A330-200 aircraft. The interest rate associated with this debt is based on a market index rate that resets every three months. To limit our exposure to significant increases in the applicable market index rates for this debt, we entered into a forward starting interest swap agreement, which had an immaterial impact on our financial statements.

Foreign Currency

We generate revenues and incur expenses in foreign currencies. Changes in foreign currency exchange rates impact our results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Our most

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significant foreign currency exposures are the Japanese Yen and Australian Dollar. Based on expected 2015 revenues and expenses denominated in Japanese Yen and Australian Dollars, a 10% strengthening in value of the U.S. dollar, relative to the Japanese Yen and Australian Dollar, would result in a decrease in operating income of approximately $12.6 million and $9.8 million, respectively, which excludes the offset of the hedges discussed below. This potential impact to the results of our operation is driven by the inherent nature of our international operations, which requires us to accept a large volume of sales transactions denominated in foreign currencies while few expense transactions are settled in foreign currencies. This disparity is the primary factor in our exposure to foreign currency exchange rates.

As of December 31, 2014 , the fair value of our foreign currency forwards reflected a net asset of $15.1 million that is recorded in prepaid expenses and other, and $4.6 million recorded in long-term prepayments and other reflected in the Consolidated Balance Sheets.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INDEX TO FINANCIAL STATEMENTS



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Hawaiian Holdings, Inc.
Report of Independent Registered Public Accounting Firm	39
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012	40
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012	41
Consolidated Balance Sheets as of December 31, 2014 and 2013	42
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2014, 2013 and 2012	43
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	44
Notes to Consolidated Financial Statements	45

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Hawaiian Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Hawaiian Holdings, Inc. as of December 31, 2014 and 2013 , and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2014 . Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hawaiian Holdings, Inc. at December 31, 2014 and 2013 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014 , in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hawaiian Holdings, Inc.'s internal control over financial reporting as of December 31, 2014 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 9, 2015 , expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP

Honolulu, Hawai'i

February 9, 2015

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Hawaiian Holdings, Inc.

Consolidated Statements of Operations

For the Years ended December 31, 2014 , 2013 and 2012



	2014			2013			2012
	(in thousands, except per share data)
Operating Revenue:
Passenger	$	2,045,052		$	1,942,829		$	1,767,041
Other	269,827			213,036			195,312
Total	2,314,879			2,155,865			1,962,353
Operating Expenses:
Aircraft fuel, including taxes and delivery	678,253			698,802			631,741
Wages and benefits	447,446			427,438			376,574
Aircraft rent	106,422			108,534			98,786
Maintenance materials and repairs	225,619			203,387			183,552
Aircraft and passenger servicing	122,780			120,635			103,825
Commissions and other selling	122,518			125,900			114,324
Depreciation and amortization	96,374			83,050			85,599
Other rentals and landing fees	87,902			81,317			85,623
Other	182,433			173,055			152,931
Total	2,069,747			2,022,118			1,832,955
Operating Income	245,132			133,747			129,398
Nonoperating Income (Expense):
Interest expense and amortization of debt discounts and issuance costs	(64,240		)	(50,453		)	(43,522		)
Interest income	1,684			639			580
Capitalized interest	8,024			12,625			10,524
Losses on fuel derivatives	(63,471		)	(5,334		)	(11,330		)
Other, net	(13,682		)	(4,814		)	136
Total	(131,685		)	(47,337		)	(43,612		)
Income Before Income Taxes	113,447			86,410			85,786
Income tax expense	44,521			34,556			32,549
Net Income	$	68,926		$	51,854		$	53,237
Net Income Per Common Stock Share:
Basic	$	1.29		$	1.00		$	1.04
Diluted	$	1.10		$	0.98		$	1.01
Weighted Average Number of Common Stock Shares Outstanding:
Basic	53,591			52,099			51,314
Diluted	62,822			53,155			52,535

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

For the Years ended December 31, 2014 , 2013 and 2012



	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Net Income	$	68,926		$	51,854	$	53,237
Other comprehensive income (loss), net:
Net change related to employee benefit plans, net of tax benefit of $50,968 for 2014, tax expense of $38,886 for 2013 and tax benefit of $9,224 for 2012	(83,461		)	61,995		(11,714		)
Net change in derivative instruments, net of tax expense of $2,188 and $5,696 for 2014 and 2013, respectively	3,589			9,373		—
Net change in available-for-sale investments, net of tax benefit of $154 for 2014	(254		)	—		—
Total other comprehensive income (loss)	(80,126		)	71,368		(11,714		)
Total Comprehensive Income (Loss)	$	(11,200	)	$	123,222	$	41,523

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Balance Sheets

December 31, 2014 and 2013



	2014			2013
	(in thousands, except share data)
ASSETS
Current Assets:
Cash and cash equivalents	$	264,087		$	423,384
Restricted cash	6,566			19,434
Short-term investments	260,121			—
Accounts receivable, net	80,737			74,245
Spare parts and supplies, net	18,011			19,767
Deferred tax assets, net	21,943			17,325
Prepaid expenses and other	53,382			51,652
Total	704,847			605,807
Property and equipment, net
Flight equipment	1,741,444			1,299,861
Pre-delivery deposits on flight equipment	97,685			188,738
Other property and equipment	201,871			172,835
	2,041,000			1,661,434
Less accumulated depreciation and amortization	(367,507		)	(327,102		)
Total	1,673,493			1,334,332
Other Assets:
Long-term prepayments and other	96,225			91,953
Restricted cash	—			1,566
Intangible assets, net	21,300			23,940
Goodwill	106,663			106,663
Total Assets	$	2,602,528		$	2,164,261
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	97,260		$	89,787
Air traffic liability	424,336			409,086
Other accrued liabilities	141,919			97,571
Current maturities of long-term debt, less discount, and capital lease obligations	156,349			62,187
Total	819,864			658,631
Long-Term Debt, less discount, and Capital Lease Obligations	893,288			744,286
Other Liabilities and Deferred Credits:
Accumulated pension and other postretirement benefit obligations	407,864			264,106
Other liabilities and deferred credits	72,650			59,424
Deferred tax liability, net	41,629			40,950
Total	522,143			364,480
Commitments and Contingent Liabilities
Shareholders' Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at December 31, 2014 and 2013	—			—
Common stock, $0.01 par value per share, 54,455,568 and 52,423,085 shares issued and outstanding as of December 31, 2014 and 2013, respectively.	545			524
Capital in excess of par value	251,432			269,884
Accumulated income	238,068			169,142
Accumulated other comprehensive loss, net	(122,812		)	(42,686		)
Total	367,233			396,864
Total Liabilities and Shareholders' Equity	$	2,602,528		$	2,164,261

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Statements of Shareholders' Equity

For the Years ended December 31, 2014 , 2013 and 2012



	Common Stock(*)		Special Preferred Stock(**)		Capital In Excess of Par Value			Accumulated Income		Accumulated Other Comprehensive Loss			Total

Balance at December 31, 2011	$	507	$	—	$	260,658		$	64,051	$	(102,340	)	$	222,876
Net Income	—		—		—			53,237		—			53,237
Other comprehensive loss										(11,714		)	(11,714		)
Issuance of 710,361 shares of common stock related to stock awards	7		—		763			—		—			770
Share-based compensation expense	—		—		3,433			—		—			3,433
Balance at December 31, 2012	$	514	$	—	$	264,854		$	117,288	$	(114,054	)	$	268,602
Net Income	—		—		—			51,854		—			51,854
Other comprehensive income										71,368			71,368
Issuance of 983,151 shares of common stock related to stock awards	10		—		979			—		—			989
Share-based compensation expense	—		—		4,573			—		—			4,573
Excess tax benefits from stock issuance	—		—		(522		)	—		—			(522		)
Balance at December 31, 2013	$	524	$	—	$	269,884		$	169,142	$	(42,686	)	$	396,864
Net Income	—		—		—			68,926		—			68,926
Other comprehensive loss										(80,126		)	(80,126		)
Issuance of 2,032,486 shares of common stock related to stock awards	21		—		3,729			—		—			3,750
Share-based compensation expense	—		—		5,056			—		—			5,056
Excess tax benefits from stock issuance	—		—		387			—		—			387
Reacquisition of equity component of Convertible Notes	—		—		(27,624		)	—		—			(27,624		)
Balance at December 31, 2014	$	545	$	—	$	251,432		$	238,068	$	(122,812	)	$	367,233

(*) Common Stock—$0.01 par value; 118,000,000 authorized as of December 31, 2014 and 2013 .

(**) Special Preferred Stock—$0.01 par value; 2,000,000 shares authorized as of December 31, 2014 and 2013

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Statements of Cash Flows

For the Years ended December 31, 2014 , 2013 and 2012



	2014			2013			2012
	(in thousands)
Cash Flows From Operating Activities:
Net Income	$	68,926		$	51,854		$	53,237
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets	2,640			2,640			18,788
Depreciation and amortization of property and equipment	94,969			81,645			69,521
Deferred income taxes, net	43,084			34,106			31,333
Stock compensation	6,680			4,573			3,516
Loss on extinguishment of debt	2,617			—			—
Amortization of debt discounts and issuance costs	9,277			6,949			5,599
Pension and postretirement benefit cost, net	9,535			12,543			11,627
Other, net	(5,803		)	(9,986		)	(10,039		)
Changes in operating assets and liabilities:
Restricted cash	—			—			25,930
Accounts receivable, net	(5,803		)	1,318			12,698
Spare parts and supplies, net	(1,436		)	5,020			(6,660		)
Prepaid expenses and other current assets	2,493			(6,391		)	(2,373		)
Accounts payable	7,473			7,703			1,447
Air traffic liability	15,250			20,440			85,264
Other accrued liabilities	45,353			10,765			7,459
Other assets and liabilities, net	5,175			20,091			3,670
Net cash provided by operating activities	300,430			243,270			311,017
Cash Flows From Investing Activities:
Additions to property and equipment, including pre-delivery deposits, net	(442,229		)	(342,228		)	(290,699		)
Net proceeds from disposition of equipment	16,953			14,414			—
Purchases of investments	(458,592		)	—			—
Sales of investments	197,046			—			—
Net cash used in investing activities	(686,822		)	(327,814		)	(290,699		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	7,001			2,376			1,488
Long-term borrowings	368,430			243,110			133,000
Repayments of long-term debt and capital lease obligations	(158,000		)	(113,592		)	(49,129		)
Debt issuance costs	(1,519		)	(13,846		)	(3,828		)
Change in restricted cash	14,434			(16,000		)	—
Other	(3,251		)	—			(84		)
Net cash provided by financing activities	227,095			102,048			81,447
Net increase (decrease) in cash and cash equivalents	(159,297		)	17,504			101,765
Cash and cash equivalents—Beginning of Year	423,384			405,880			304,115
Cash and cash equivalents—End of Year	$	264,087		$	423,384		$	405,880

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation

Hawaiian Holdings, Inc. (the "Company," "Holdings," "we," "us" and "our") and its direct wholly-owned subsidiary, Hawaiian Airlines, Inc. (Hawaiian), are incorporated in the State of Delaware. The Company's primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including its principal subsidiary, Hawaiian, through which the Company conducts substantially all of its operations. All significant intercompany balances and transactions have been eliminated upon consolidation.

Cash Equivalents

Cash equivalents consist of short-term, highly liquid investments with an original maturity of three months or less at the date of purchase.

Restricted Cash

Restricted cash consists of cash held as collateral for future interest payments owed in connection with the Enhanced Equipment Trust Certificates (EETC) financing which closed in May 2013 and cash held as collateral by institutions that process our credit card transactions for advanced ticket sales.

Spare Parts and Supplies

Spare parts and supplies are valued at average cost, and primarily consist of expendable parts for flight equipment and other supplies. An allowance for obsolescence of expendable parts is provided over the estimated useful lives of the related aircraft and engines for spare parts expected to be on hand at the date the aircraft are retired from service. These allowances are based on management's estimates and are subject to change.

Property, Equipment and Depreciation

Property and equipment are stated at cost and depreciated on a straight-line basis to their estimated residual values over the asset's estimated useful life. Depreciation begins when the asset is placed into service. Aircraft and related parts begin depreciating on the aircraft's first revenue flight.

Estimated useful lives and residual values of property and equipment are as follows:



Boeing 717-200 aircraft and engines	7 - 11 years, 7 - 34% residual value
Boeing 767-300 aircraft and engines	7 - 20 years, 0 - 10% residual value
Airbus A330-200 aircraft and engines	25 years, 10% residual value
ATR42 Turboprop aircraft and engines	10 years, 15% residual value
Aircraft under capital leases	8 - 12 years, no residual value
Flight simulator under capital lease	25 years, 10% residual value
Major rotable parts	Average lease term or useful life for related aircraft, 10% - 15% residual value
Improvements to leased flight equipment	Shorter of lease term or useful life
Facility leasehold improvements	Shorter of lease term, including assumed lease renewals when renewal is economically compelled at key airports, or useful life
Furniture, fixtures and other equipment	3 - 7 years, no residual value
Capitalized software	3 - 7 years, no residual value

Additions and modifications that significantly enhance the operating performance and/or extend the useful lives of property and equipment are capitalized and depreciated over the lesser of the remaining useful life of the asset or the remaining lease term, as applicable. Expenditures that do not improve or extend asset lives are charged to expense as incurred. Pre-delivery deposits are capitalized when paid.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Aircraft under capital leases are recorded at an amount equal to the present value of minimum lease payments utilizing the Company's incremental borrowing rate at lease inception and amortized on a straight-line basis over the lesser of the remaining useful life of the aircraft or the lease term. The amortization is recorded in depreciation and amortization expense on the Consolidated Statement of Operations. Accumulated amortization of aircraft and other capital leases was $31.2 million and $19.4 million as of December 31, 2014 and 2013 , respectively.

The Company capitalizes certain costs related to the acquisition and development of computer software and amortizes these costs using the straight-line method over the estimated useful life of the software. The net book value of computer software, which is included in Other property and equipment on the consolidated balance sheets, was $15.6 million and $10.8 million at December 31, 2014 and 2013 , respectively. Amortization expense related to computer software was $5.5 million , and $7.0 million , $7.7 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.

Aircraft Maintenance and Repair Costs

Maintenance and repair costs for owned and leased flight equipment, including the overhaul of aircraft components, are charged to operating expenses as incurred. Engine overhaul costs covered by power-by-the-hour arrangements are paid and expensed as incurred and are based on the amount of hours flown per contract. Under the terms of these power-by-the-hour agreements, the Company pays a set dollar amount per engine hour flown on a monthly basis and the third-party vendor assumes the obligation to repair the engines at no additional cost, subject to certain specified exclusions.

Additionally, although the Company's aircraft lease agreements specifically provide that it is responsible for maintenance of the leased aircraft, the Company pays maintenance reserves to the aircraft lessors that are applied towards the cost of future maintenance events. These reserves are calculated based on a performance measure, such as flight hours, and are available for reimbursement to the Company upon the completion of the maintenance of the leased aircraft. However, reimbursements are limited to the available reserves associated with the specific maintenance activity for which the Company requests reimbursement.

Under certain aircraft lease agreements, if there are excess amounts on deposit at the expiration of the lease, the lessor is entitled to retain any excess amounts; whereas at the expiration of certain other existing aircraft lease agreements any such excess amounts are returned to the Company, provided that it has fulfilled all of its obligations under the lease agreements. The maintenance reserves paid under the lease agreements do not transfer either the obligation to maintain the aircraft or the cost risk associated with the maintenance activities to the aircraft lessor. In addition, the Company maintains the right to select any third-party maintenance provider.

Maintenance reserve payments that are expected to be recovered from lessors are recorded as deposits in the Consolidated Balance Sheets as an asset until it is less than probable that any portion of the deposit is recoverable. In addition, payments of maintenance reserves that are not substantially and contractually related to the maintenance of the leased assets are expensed as incurred. Any costs that are substantially and contractually unrelated to the maintenance of the leased asset are considered to be unrecoverable. In order to properly account for the costs that are related to the maintenance of the leased asset, the Company bifurcates its maintenance reserves into two groups and expenses the proportionate share that is expected to be unrecoverable.

Goodwill and Indefinite-lived Intangible Assets

Goodwill and intangible assets with indefinite lives are not amortized, but are tested for impairment at least annually using a three-step process in accordance with Accounting Standard Codification (ASC) Intangibles—Goodwill and Other (ASC 350).

In the event that the Company determines that the values of goodwill or indefinite-lived intangible assets have become impaired, the Company will incur an accounting charge during the period in which such determination is made. No impairments were recorded in 2014.

Impairment of Long-Lived Assets and Finite-lived Intangible Assets

Long-lived assets used in operations, consisting principally of property and equipment and finite-lived intangible assets, are tested for impairment when events or changes in circumstances indicate, in management's judgment, that the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than its carrying amount. When testing for impairment, management considers market trends, the expected useful lives of the assets, changes in economic conditions, recent transactions involving sales of similar assets and, if necessary, estimates of future discounted cash flows. If, at any time, management determines the net carrying value of an asset is not recoverable, the amount is reduced to its fair value

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

during the period in which such determination is made. Any changes in the estimated useful lives of these assets will be accounted for prospectively.

Operating Leases

The Company leases aircraft, engines, airport and terminal facilities, office space, and other equipment under operating leases. Some of these lease agreements include escalation clauses and renewal options. For scheduled rent escalation clauses during the lease terms or for rental payments commencing at a date other than the date of initial occupancy, the Company records minimum rental expenses on a straight-line basis over the terms of the leases in the Consolidated Statements of Operations. When lease renewals are considered to be reasonably assured, the rental payments that will be due during the renewal periods are included in the determination of rent expense over the life of the lease. Rental expense for operating leases totaled $160.7 million , $158.6 million , and $151.0 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.

Leased Aircraft Return Costs

Costs associated with the return of leased aircraft are accrued when it is probable that a payment will be made and that amount is reasonably estimable. Any accrual is based on the time remaining on the lease, planned aircraft usage and the provisions included in the lease agreement, although the actual amount due to any lessor upon return will not be known with certainty until lease termination.

Revenue Recognition

Passenger revenue is recognized either when the transportation is provided or when tickets expire unused. The value of passenger tickets for future travel is included as air traffic liability.

Various taxes and fees assessed on the sale of tickets to end customers are collected by the Company as an agent and remitted to taxing authorities. These taxes and fees have been presented on a net basis in the accompanying Consolidated Statements of Operations and recorded as a liability until remitted to the appropriate taxing authority.

Other operating revenue includes checked baggage revenue, cargo revenue, ticket change and cancellation fees, charter revenue, ground handling fees, commissions and fees earned under certain joint marketing agreements with other companies, inflight revenue and other incidental sales.

Baggage fees, cargo and charter revenue are recognized when the transportation is provided. Ticket change and cancellation fees are recognized at the time the fees are assessed. All other revenue is recognized as revenue when the related goods and services are provided.

Frequent Flyer Program

HawaiianMiles, Hawaiian's frequent flyer travel award program provides a variety of awards to program members based on accumulated mileage. The Company utilizes the incremental cost method of accounting for free travel awards issued from the HawaiianMiles program. The Company records a liability for the estimated incremental cost of providing travel awards that are expected to be redeemed on Hawaiian or the contractual rate of expected redemption on other airlines. The Company estimates the incremental cost of travel awards based on periodic studies of actual costs and applies these cost estimates to all issued miles, less an appropriate breakage factor for estimated miles that will not be redeemed. Incremental cost includes the costs of fuel, meals and beverages, insurance and certain other passenger traffic-related costs, but does not include any costs for aircraft ownership and maintenance. The breakage factor is estimated based on an analysis of historical expirations.

The Company also sells mileage credits to companies participating in our frequent flyer program. These sales are accounted for as multiple-element arrangements, with one element representing the travel that will ultimately be provided when the mileage credits are redeemed and the other consisting of marketing related activities that we conduct with the participating company.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The impact of applying the new accounting method for the year ended December 31, 2014 was immaterial to the Company’s consolidated financial statements.

The Company's total frequent flyer liability for future award redemptions is reflected as components of Air traffic liability and Other liabilities and deferred credits within the Consolidated Balance Sheets as follows:



	As of December 31,
	2014		2013
	(in thousands)
Air traffic liability	$	49,618	$	51,264
Other liabilities and deferred credits	15,830		10,633
Total frequent flyer liability	$	65,448	$	61,897

Under the programs of certain participating companies, credits are accumulated in accounts maintained by the participating company and then transferred into a member's HawaiianMiles account for immediate redemption of free travel awards. For those transactions, revenue is recognized over the period during which the mileage is projected to be used for travel ( five months ).

On an annual basis, the Company reviews the deferral period and deferral rate for mileage credits sold to participating companies, as well as the breakage rate assumption for free travel awards earned in connection with the purchase of passenger tickets. The Company's incremental cost assumption is reviewed on a quarterly basis.

Pension and Postretirement and Postemployment Benefits

The Company accounts for its defined benefit pension and other postretirement and postemployment plans in accordance with ASC 715, Compensation—Retirement Benefits (ASC 715), which requires companies to measure their plans' assets and obligations to determine the funded status at fiscal year-end, reflect the funded status in the statement of financial position as an asset or liability, and recognize changes in the funded status of the plans in comprehensive income during the year in which the changes occur. Pension and other postretirement and postemployment benefit expenses are recognized on an accrual basis over each employee's service periods. Pension expense is generally independent of funding decisions or requirements.

The Company uses the corridor approach in the valuation of its defined benefit pension and other postretirement and postemployment plans. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. These unrecognized actuarial gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over the average remaining service period to retirement date of active plan participants.

Advertising Costs

Advertising costs are expensed when incurred. Advertising expense was $15.6 million , $14.1 million and $11.2 million for the years ended December 31, 2014 , 2013 , and 2012 , respectively.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Capitalized Interest

Interest is capitalized upon the payment of predelivery deposits for aircraft and engines, and is depreciated over the estimated useful life of the asset from service inception date.

Stock Compensation Plans

The Company has a stock compensation plan for it and its subsidiaries' officers, consultants and non-employee directors. The Company accounts for stock compensation awards under ASC 718, Compensation—Stock Compensation , which requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of such awards on the dates they are granted. The fair value of the awards are estimated using the following: (1) option-pricing models for grants of stock options, (2) Monte Carlo simulations for restricted stock units with a market condition, or (3) fair value at the measurement date (usually the grant date) for awards of stock subject to time and / or performance-based vesting. The resultant cost is recognized as compensation expense over the period of time during which an employee is required to provide services to the Company (the service period) in exchange for the award, the service period generally being the vesting period of the award.

Financial Derivative Instruments

The Company uses derivatives to manage risks associated with certain assets and liabilities arising from the potential adverse impact of fluctuations in global aircraft fuel prices, interest rates and foreign currency exchange rates.

The following table summarizes the accounting treatment of the Company's derivative contracts:



			Classification of Unrealized Gains (Losses)
Derivative Type	Accounting Designation	Classification of Realized Gains and Losses	Effective Portion	Ineffective Portion
Interest rate contracts	Designated as cash flow hedges	Interest expense and amortization of debt discounts and issuance costs	AOCI	Nonoperating income (expense)
Foreign currency exchange contracts	Designated as cash flow hedges	Passenger revenue	AOCI	Nonoperating income (expense)
Fuel hedge contracts	Not designated as hedges	Gains (losses) on fuel derivatives	Change in fair value is recorded in nonoperating income (expense)
Negative interest arbitrage associated with EETCs	Not designated as hedges	Nonoperating income (expense), Other	Change in fair value is recorded in nonoperating income (expense)
Foreign currency exchange contracts	Not designated as hedges	Nonoperating income (expense), Other	Change in fair value is recorded in nonoperating income (expense)

If the Company terminates a derivative prior to its contractual settlement date, then the cumulative gain or loss recognized in AOCI at the termination date remains in AOCI until the forecasted transaction occurs. In a situation where it becomes probable that a hedged forecasted transaction will not occur, any gains and/or losses that have been recorded to AOCI would be required to be immediately reclassified into earnings. All cash flows associated with purchasing and settling derivatives are classified as operating cash flows in the Consolidated Statements of Cash Flows.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ significantly from those estimates.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. Early adoption is not permitted. The amendments in ASU 2014-09 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 and allows for either full retrospective or modified retrospective adoption. The Company is currently evaluating the effect that the provisions of ASU 2014-09 will have on its consolidated financial statements and related disclosures. We have determined that the new

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

standard once effective will preclude the Company from accounting for points earned under its customer loyalty program using the incremental cost method, and will require it to use a deferred revenue method. This change could have a significant impact on our financial statements.

2. Accumulated Other Comprehensive Loss

Reclassifications out of accumulated other comprehensive loss by component is as follows:



	Year ended December 31,
Details about accumulated other comprehensive loss components	2014			2013			Affected line items in the statement where net income is presented
	(in thousands)
Derivatives designated as hedging instruments under ASC 815
Foreign currency derivative gains, net	$	(9,943	)	$	(9,016	)	Passenger revenue
Foreign currency derivative gains, net	—			(760		)	Other nonoperating expense
Interest rate derivative losses, net	813			656			Interest expense
Total before tax	(9,130		)	(9,120		)
Tax expense	3,456			3,447
Total, net of tax	$	(5,674	)	$	(5,673	)
Amortization of defined benefit pension items
Actuarial loss	$	319		$	8,660		Wages and benefits
Prior service credit	226			(4		)	Wages and benefits
Total before tax	545			8,656
Tax benefit	(206		)	(3,336		)
Total, net of tax	$	339		$	5,320
Short-term investments
Realized gain on sales of investments, net	(22		)	—			Other nonoperating income
Total before tax	(22		)	—
Tax expense	8			—
Total, net of tax	(14		)	—
Total reclassifications for the period	$	(5,349	)	$	(353	)

A rollforward of the amounts included in accumulated other comprehensive loss, net of taxes, is as follows:



Year ended December 31, 2014	Interest Rate Derivatives			Foreign Currency Derivatives			Defined Benefit Pension Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	1,096		$	8,277		$	(52,059	)	$	—		$	(42,686	)
Other comprehensive income before reclassifications, net of tax	(1,340		)	10,603			(83,800		)	(240		)	(74,777		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	498			(6,172		)	339			(14		)	(5,349		)
Net current-period other comprehensive income, net of tax	(842		)	4,431			(83,461		)	(254		)	(80,126		)
Ending balance	$	254		$	12,708		$	(135,520	)	$	(254	)	$	(122,812	)

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



Year ended December 31, 2013	Interest Rate Derivatives		Foreign Currency Derivatives			Defined Benefit Pension Items			Total
	(in thousands)
Beginning balance	$	—	$	—		$	(114,054	)	$	(114,054	)
Other comprehensive income before reclassifications, net of tax	688		14,358			56,675			71,721
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	408		(6,081		)	5,320			(353		)
Net current-period other comprehensive income, net of tax	1,096		8,277			61,995			71,368
Ending balance	$	1,096	$	8,277		$	(52,059	)	$	(42,686	)

3. Earnings Per Share

Basic earnings per share, which excludes dilution, is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period.

Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.



	Year Ended December 31,
	2014		2013		2012
	(in thousands, except for per share data)
Numerator:
Net Income	$	68,926	$	51,854	$	53,237
Denominator:
Weighted average common shares outstanding—Basic	53,591		52,099		51,314
Assumed exercise of stock options and awards	960		884		1,221
Assumed exercise of convertible note premium	4,910		172		—
Assumed conversion of warrants	3,361		—		—
Weighted average common shares outstanding—Diluted	62,822		53,155		52,535
Net Income Per Common Stock Share:
Basic	$	1.29	$	1.00	$	1.04
Diluted	$	1.10	$	0.98	$	1.01

The table below summarized those common stock equivalents that could potentially dilute basic earnings per share in the future but were excluded from the computation of diluted earnings per share because the instruments were antidilutive.



	Year Ended December 31,
	2014	2013	2012
	(in thousands)
Stock Options	3	392	89
Deferred Stock	—	43	—
Restricted Stock	2	1,345	717
Convertible note premium	—	—	10,943
Warrants	—	10,943	10,943

In March 2011, the Company entered into a convertible note transaction which included the sale of convertible notes, purchase of call options and sale of warrants.

In 2014, the Company repurchased $15.1 million of the 5% Convertible Notes due in 2016 (the "Convertible Notes"). The remaining principal balance of $71.1 million as of December 31, 2014 can be redeemed with either cash or the Company’s common stock, or a combination thereof, at the Company’s option. The 9.0 million shares into which the remaining principal

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

balance of the Convertible Notes could be converted will not impact the dilutive earnings per share calculation in the current and future periods under the if-converted method, as the Company has the intent and ability to redeem the principal amount of the Convertible Notes with cash. During the year ended December 31, 2014 and 2013 , the average share price of the Company’s common stock exceeded the conversion price of $7.88 per share. Therefore, shares related to the conversion premium of the Convertible Notes (for which share settlement is assumed for EPS purposes) are included in the Company's computation of diluted earnings per share.

In connection with the issuance of the Convertible Notes, the Company entered into separate call option transactions and separate warrant transactions with certain financial investors to reduce the potential dilution of the Company’s common stock and to offset potential payments by the Company to holders of the Convertible Notes in excess of the principal of the Convertible Notes upon conversion.

The call options to repurchase the Company’s common stock will always be antidilutive and, therefore, will have no effect on diluted earnings per share and are excluded from the table above.

For the year ended December 31, 2014 , the average share price of the Company's common stock exceeded the warrant strike price of $10.00 per share. Therefore, the assumed conversion of the warrants are included in the Company's computation of diluted earnings per share. For the years ended December 31, 2013 and 2012 , the weighted common stock equivalents for warrants were excluded from the computation of diluted earnings per share because the warrant strike price exceeded the average share price of the Company's common stock.

See Note 8 for further information over the Convertible Note and repurchase transactions.

4. Short-Term Investments

Debt securities that are not classified as cash equivalents are classified as available-for-sale investments and are stated at fair value. Realized gains and losses on sales of investments are reflected in nonoperating income (expense) in the unaudited consolidated statements of operations. Unrealized gains and losses on available-for-sale securities are reflected as a component of accumulated other comprehensive loss.

The following is a summary of short-term investments held as of December 31, 2014 :



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Corporate debt	$	180,794	$	43	$	(394	)	$	180,443
U.S. government and agency debt	38,268		—		(40		)	38,228
Municipal bonds	23,849		4		(16		)	23,837
Other fixed income securities	17,618		—		(5		)	17,613
Total short-term investments	$	260,529	$	47	$	(455	)	$	260,121

Contractual maturities of short-term investments as of December 31, 2014 are shown below.



	Under 1 Year		1 to 5 Years		Total
	(in thousands)
Corporate debt	$	74,935	$	105,508	$	180,443
U.S. government and agency debt	10,933		27,295		38,228
Municipal bonds	3,566		20,271		23,837
Other fixed income securities	16,620		993		17,613
Total short-term investments	$	106,054	$	154,067	$	260,121

The Company classifies investments as current assets as these securities are available for use in its current operations.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Fair Value Measurements

ASC 820 defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and

Level 3—Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The tables below present the Company's financial assets and liabilities measured at fair value on a recurring basis:



	Fair Value Measurements as of December 31, 2014
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents	$	55,072	$	35,913	$	19,159	$	—
Restricted cash	6,566		6,566		—		—
Short-term investments	260,121		—		260,121		—
Fuel derivative contracts	32,637		—		32,637		—
Foreign currency derivatives	19,746		—		19,746		—
Total assets measured at fair value	$	374,142	$	42,479	$	331,663	$	—
Fuel derivative contracts	71,447		—		71,447		—
Interest rate derivative	129		—		129		—
Negative interest arbitrage derivative	500		—		—		500
Total liabilities measured at fair value	$	72,076	$	—	$	71,576	$	500

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



	Fair Value Measurements as of December 31, 2013
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents	$	269,384	$	269,384	$	—	$	—
Restricted cash	21,000		21,000		—		—
Fuel derivative contracts:
Crude oil call options	7,121		—		7,121		—
Crude oil put options	186		—		186		—
Heating oil put options	417		—		417		—
Heating oil swaps	5,863		—		5,863		—
Foreign currency derivatives	12,494		—		12,494		—
Interest rate derivative	1,121		—		1,121		—
Total assets measured at fair value	$	317,586	$	290,384	$	27,202	$	—
Fuel derivative contracts:
Crude oil call options	$	7,121	$	—	$	7,121	$	—
Crude oil put options	186		—		186		—
Heating oil swaps	187		—		187		—
Foreign currency derivatives	1,188		—		1,188		—
Negative interest arbitrage derivative	12,865		—		—		12,865
Total liabilities measured at fair value	$	21,547	$	—	$	8,682	$	12,865

Cash equivalents. The Company’s cash equivalents consist of money market securities, U.S. agency bonds, foreign and domestic corporate bonds, and commercial paper. The instruments classified as Level 2 are valued using quoted prices for similar assets in active markets.

Restricted cash . The Company’s restricted cash consist of money market securities.

Short-term investments. Short-term investments include U.S. and foreign government notes and bonds, U.S. agency bonds, variable rate corporate bonds, asset backed securities, foreign and domestic corporate bonds, municipal bonds, and commercial paper. These instruments are valued using quoted prices for similar assets in active markets or other observable inputs.

Fuel derivative contracts. The Company’s fuel derivative contracts consist of heating oil puts and swaps which are not traded on a public exchange. The fair value of these instruments are determined based on inputs available or derived from public markets including contractual terms, market prices, yield curves and measures of volatility among others.

Foreign currency derivatives. The Company’s foreign currency derivatives consist of Japanese Yen and Australian Dollar forward contracts and are valued based primarily on data available or derived from public markets.

Interest rate derivative. The Company’s interest rate derivative consists of an interest rate swap and is valued based primarily on data available or derived from public markets.

Negative arbitrage derivative. The Company’s negative arbitrage derivative represents the net interest owed to the trusts that issued the Company’s enhanced equipment trust certificates during the periods prior to the issuance of the related equipment notes, and is valued based primarily on the discounted amount of future cash flows using the appropriate rate of borrowing. Changes to those discount rates would be unlikely to cause material changes in the fair value of the negative arbitrage derivative (refer to Note 6 for more information).

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The table below presents disclosures about the activity for the Company’s “Level 3” financial liability:



	Year Ended December 31,
	2014			2013
	(in thousands)
Beginning balance	$	12,865		$	—
Issuance of enhanced equipment trust certificates	—			12,865
Reduction of balance in connection with interest payment	(12,365		)	—
Ending balance	$	500		$	12,865

The table below presents the Company's debt (excluding obligations under capital leases) measured at fair value:



Fair Value of Debt
December 31, 2014										December 31, 2013
Carrying Amount		Fair Value								Carrying Amount		Fair Value
Carrying Amount		Total		Level 1		Level 2		Level 3		Carrying Amount		Total		Level 1		Level 2		Level 3
(in thousands)										(in thousands)
$	947,897	$	956,811	$	—	$	69,766	$	887,045	$	695,804	$	738,563	$	—	$	104,656	$	633,907

The fair value estimates of the Company's debt were based on either market prices or the discounted amount of future cash flows using the Company's current incremental rate of borrowing for similar obligations.

The carrying amounts of cash, other receivables and accounts payable approximate fair value due to the short-term nature of these financial instruments.

6. Financial Derivative Instruments

The Company uses derivatives to manage risks associated with certain assets and liabilities arising from the potential adverse impact of fluctuations in global fuel prices, interest rates and foreign currencies.

In 2013, the Company recognized in its Consolidated Balance Sheets the financial effect of the net interest owed to the trusts that issued the Company's enhanced equipment trust certificates. The characteristics of the net interest obligation resulted in the obligation meeting the definition of a derivative instrument under ASC Topic 815, Derivatives and Hedging (ASC 815).

Fuel Risk Management

The Company's operations are inherently dependent upon the price and availability of aircraft fuel. To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically enters into derivative financial instruments. The Company primarily used heating oil puts and swaps and Brent crude oil call options and collars to hedge its aircraft fuel expense. As of December 31, 2014 , the Company had heating oil put and swap contracts, which were not designated as hedges under ASC Topic 815, Derivatives and Hedging (ASC 815), for hedge accounting treatment. As a result, any changes in fair value of these derivative instruments are adjusted through other nonoperating income (expense) in the period of change.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The following table reflects the amount of realized and unrealized gains and losses recorded as nonoperating income (expense) in the Consolidated Statements of Operations.



	Year Ended December 31,
	2014			2013			2012
	(in thousands)
Losses realized at settlement	$	(20,365	)	$	(14,018	)	$	(7,372	)
Reversal of prior period unrealized amounts	(2,331		)	6,013			2,367
Unrealized gains (losses) that will settle in future periods	(40,775		)	2,671			(6,325		)
Losses on fuel derivatives recorded as Nonoperating income (expense)	$	(63,471	)	$	(5,334	)	$	(11,330	)

Foreign Currency Exchange Rate Risk Management

The Company is subject to foreign currency exchange rate risk due to revenues and expenses denominated in foreign currencies, with the primary exposures being the Japanese Yen and Australian Dollar. To manage exchange rate risk, the Company executes its international revenue and expense transactions in the same foreign currency to the extent practicable. The Company enters into foreign currency forward contracts to further manage the effects of fluctuating exchange rates. The effective portion of the gain or loss is reported as a component of AOCI and reclassified into earnings in the same period in which the related sales are recognized as passenger revenue. The effective portion of the foreign currency forward contracts represents the change in fair value of the hedge that offsets the change in the fair value of the hedged item. To the extent the change in the fair value of the hedge does not perfectly offset the change in the fair value of the hedged item, the ineffective portion of the hedge is immediately recognized as nonoperating income (expense).

The Company believes that its foreign currency forward contracts will continue to be effective in offsetting changes in cash flow attributable to the hedged risk. The Company expects to reclassify a net gain of approximately $14.4 million into earnings over the next 12 months from AOCI based on the values at December 31, 2014 .

Negative Arbitrage Derivative

In 2013, the Company created two pass-through trusts, which issued $444.5 million aggregate principal amount of EETCs. See Note 8 for further information related to the EETCs. In accordance with the related agreements, the Company is obligated to pay the interest that accrues on the proceeds and is also entitled to the benefits of the income generated from the same proceeds. The difference between the interest owed to the pass-through trusts and the interest generated from the proceeds introduces an element of variability that could cause the associated cash flows to fluctuate. This variability requires the Company's obligation to the trusts to be recognized as a derivative in the Company's consolidated financial statements. During the year ended December 31, 2014 , approximately $12.4 million of the derivative was reduced in connection with the interest payments made to the trusts.

The following tables present the gross fair value of asset and liability derivatives that are designated as hedging instruments under ASC 815 and derivatives that are not designated as hedging instruments under ASC 815, as well as the net derivative positions and location of the asset and liability balances within the Consolidated Balance Sheets.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Derivative positions as of December 31, 2014



	Balance Sheet Location	Notional Amount	Final Maturity Date	Gross fair value of assets		Gross fair value of (liabilities)			Net derivative position
		(in thousands)		(in thousands)
Derivatives designated as hedges
Interest rate derivative	Other accrued liabilities	$57,400 U.S. dollars	April 2023	$	—	$	(26	)	$	(26	)
	Other liabilities and deferred credits(1)			—		(103		)	(103		)
Foreign currency derivatives	Prepaid expenses and other	6,909,050 Japanese Yen 51,380 Australian Dollars	December 2015	13,921		—			13,921
	Long-term prepayments and other	3,758,500 Japanese Yen 13,080 Australian Dollars	November 2016	4,565		—			4,565
Derivatives not designated as hedges
Foreign currency derivatives	Prepaid expenses and other	7,714,291 Japanese Yen 43,546 Australian Dollars	December 2015	1,191		—			1,191
	Long-term prepayments and other	2,762,000 Japanese Yen 3,500 Australian Dollars	August 2016	69		—			69
Fuel derivative contracts	Other accrued liabilities	90,994 gallons	December 2015	32,637		(71,447		)	(38,810		)
Negative arbitrage derivative	Other accrued liabilities	$444,540 U.S. dollars	January 2015	—		(500		)	(500		)

______________________________________________


(1)	Represents the noncurrent portion of the $57 million interest rate derivative with final maturity in April 2023.

Derivative positions as of December 31, 2013



	Balance Sheet Location	Notional Amount	Final Maturity Date	Gross fair value of assets		Gross fair value of (liabilities)			Net derivative position
		(in thousands)		(in thousands)
Derivatives designated as hedges
Interest rate derivative	Prepaid expenses and other	$63,800 U.S. dollars	April 2023	$	196	$	—		$	196
	Long-term prepayments and other (1)			925		—			925
Foreign currency derivatives	Prepaid expenses and other	10,500,321 Japanese Yen 10,895,370 Korean Won 62,659 Australian Dollars 4,821 New Zealand Dollars	December 2014	9,946		(450		)	9,496
	Long-term prepayments and other	1,980,949 Japanese Yen 16,681 Australian Dollars	May 2015	1,673		—			1,673
Derivatives not designated as hedges
Foreign currency derivatives	Prepaid expenses and other	6,180 Japanese Yen 58 Australian Dollars	December 2014	577		(229		)	348
	Other accrued liabilities			298		(509		)	(211		)
Fuel derivative contracts	Prepaid expenses and other	84,714 gallons	December 2014	13,587		(7,494		)	6,093
Negative arbitrage derivative	Other accrued liabilities	$444,540 U.S. dollars	January 2015	—		(12,250		)	(12,250		)
	Other liabilities and deferred credits (2)			—		(615		)	(615		)

__________________________________________________________

(1) Represents the noncurrent portion of the $64 million interest rate derivative with final maturity in April 2023.

(2) Represents the noncurrent portion of the $445 million negative arbitrage derivative with final maturity in January 2015.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The following table reflects the impact of cash flow hedges designated for hedge accounting treatment and their location within the Consolidated Statements of Comprehensive Income.



	(Gain) Loss recognized in AOCI on derivatives (effective portion)						(Gain) Loss reclassified from AOCI into income (effective portion)						Gain recognized in nonoperating (income) expense (ineffective portion)
	Year ended December 31,						Year ended December 31,						Year ended December 31,
	2014			2013			2014			2013			2014		2013
	(in thousands)
Foreign currency derivatives	$	(17,295	)	$	(22,781	)	$	(9,943	)	$	(9,016	)	$	—	$	(760	)
Interest rate derivatives	1,249			(1,593		)	813			656			—		—

Risk and Collateral

The financial derivative instruments expose the Company to possible credit loss in the event the counterparties to the agreements fail to meet their obligations. To manage such credit risks, the Company (1) selects its counterparties based on past experience and credit ratings, (2) limits its exposure to any single counterparty, and (3) periodically monitors the market position and credit rating of each counterparty. Credit risk is deemed to have a minimal impact on the fair value of the derivative instruments as cash collateral would be provided to or by the counterparties based on the current market exposure of the derivative.

The Company's agreements with its counterparties also requires the posting of cash collateral in the event the aggregate value of the Company's positions exceeds certain exposure thresholds that are based upon certain liquidity metrics of the Company. The aggregate fair value of the Company's derivative instruments that contain credit-risk related contingent features that are in a net liability position as of December 31, 2014 was $38.8 million .

ASC 815 requires a reporting entity to elect a policy of whether to offset rights to reclaim cash collateral or obligations to return cash collateral against derivative assets and liabilities executed with the same counterparty under a master netting agreement, or present such amounts on a gross basis. The Company's accounting policy is to present its derivative assets and liabilities on a net basis, including any collateral posted with the counterparty. The Company had $0.6 million in collateral posted with its counterparties as of December 31, 2014 and no collateral posted with its counterparties as of December 31, 2013 .

The Company is also subject to market risk in the event these financial instruments become less valuable in the market. However, changes in the fair value of the derivative instruments will generally offset the change in the fair value of the hedged item, limiting the Company's overall exposure.

The following tables reconciles the Company's net derivative positions to the financial statement line item within the Consolidated Balance Sheets (in thousands):



	December 31,
	2014		2013
Interest rate derivative	$	—	$	196
Foreign currency derivatives	15,113		9,844
Fuel derivative contracts	—		6,093
Prepaid expenses	35,815		35,067
Other	2,454		452
Prepaid expenses and other	$	53,382	$	51,652

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



	December 31,
	2014		2013
Interest rate derivative	$	—	$	925
Foreign currency derivatives	4,633		1,673
Deposits	36,295		28,144
Maintenance reserves	10,457		9,650
Debt issuance costs	30,851		35,781
Other	13,989		15,780
Long-term prepayments and other	$	96,225	$	91,953



	December 31,
	2014		2013
Foreign currency derivatives	$	—	$	211
Interest rate derivative	26		—
Fuel derivative contracts	38,810		—
Negative arbitrage derivative	500		12,250
Accrued payroll and related	57,661		48,088
Accrued taxes	12,582		11,670
Other	32,340		25,352
Other accrued liabilities	$	141,919	$	97,571



	December 31,
	2014		2013
Interest rate derivative	$	103	$	—
Negative arbitrage derivative	—		615
Lease related obligations	35,934		26,303
Deferred revenue	34,764		32,299
Other	1,849		207
Other liabilities and deferred credits	$	72,650	$	59,424

7. Intangible Assets

The following tables summarize the gross carrying values of intangible assets less accumulated amortization, and the useful lives assigned to each asset.



	As of December 31, 2014
	Gross carrying value		Accumulated amortization			Net book value		Approximate useful life (years)
	(in thousands)
Favorable aircraft and engine leases	$	8,674	$	(8,674	)	$	—	7	^(*)
Favorable aircraft maintenance contracts	18,200		(12,305		)	5,895		14	^(*)
Frequent flyer program—customer relations	12,200		(10,580		)	1,620		11
Hawaiian Airlines trade name	13,000		—			13,000		Indefinite
Operating certificates	3,660		(2,875		)	785		12
Total intangible assets	$	55,734	$	(34,434	)	$	21,300

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



	As of December 31, 2013
	Gross carrying value		Accumulated amortization			Net book value
	(in thousands)
Frequent flyer program—marketing relationships	$	119,900	$	(119,900	)	$	—
Favorable aircraft and engine leases	32,710		(32,710		)	—
Favorable aircraft maintenance contracts	18,200		(11,069		)	7,131
Frequent flyer program—customer relations	12,200		(9,476		)	2,724
Hawaiian Airlines trade name	13,000		—			13,000
Operating certificates	3,660		(2,575		)	1,085
Total intangible assets	$	199,670	$	(175,730	)	$	23,940

_______________________________________________________________________________

(*) Weighted average is based on the gross carrying values and estimated useful lives as of June 2, 2005 (the date Hawaiian emerged from bankruptcy). The useful lives ranged from seven years for a favorable aircraft lease to sixteen years for a favorable aircraft maintenance contract.

Amortization expense related to the above intangible assets was $2.6 million , $2.6 million and $18.8 million for the years ended December 31, 2014 , 2013 , and 2012 , respectively. Amortization of the favorable aircraft and engine leases and the favorable aircraft maintenance contracts are included in aircraft rent and maintenance materials and repairs, respectively, in the accompanying Consolidated Statements of Operations. The estimated future amortization expense as of December 31, 2014 for the intangible assets subject to amortization is as follows (in thousands):



2015	$	2,640
2016	2,052
2017	1,421
2018	1,236
2019	951
	$	8,300

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Debt

Long-term debt (including capital lease obligations) net of unamortized discounts is outlined as follows:



	2014			2013
	(in thousands)
Airbus A330-200 Aircraft Facility Agreements, interest rates ranging from 5.37%- 6.46%, quarterly principal and interest payments, maturing in 2023 - 2024(1)	$	270,154		$	353,723
Class A EETC, fixed interest rate of 3.9%, interest-only semiannual payments which started in January 2014, principal and interest payments which started in January 2015 and maturing in January 2026(2)	328,260			56,000
Class B EETC, fixed interest rate of 4.95%, interest-only semiannual payments which started in January 2014, principal and interest semiannual payments which started in January 2015 and maturing in January 2022(2)	116,280			20,110
Boeing 717-200 Aircraft Facility Agreements, fixed interest rate of 8%, monthly principal and interest payments, the remaining balance of $39.7 million due at maturity on June 2019(1)	136,792			154,422
Five year 5% unsecured convertible notes, with interest only semiannual payments, and the remaining balance due at maturity on March 15, 2016(4)	71,120			86,250
Boeing 767 Aircraft Facility Agreement, variable interest rate of 2.91% at December 31, 2014, quarterly principal and interest payments, maturing in December 2018(1)	29,881			35,000
Capital lease obligations (see Note 9)	101,740			110,668
Total debt and capital lease obligations	$	1,054,227		$	816,173
Less:
Unamortized discount on convertible note(3)	(4,590		)	(9,700		)
Current maturities	(156,349		)	(62,187		)
Long-Term Debt, less discount, and Capital Lease Obligations	$	893,288		$	744,286

_______________________________________________________________________________


(1)	Aircraft Facility Agreements are secured by aircraft.


(2)	The equipment notes underlying these EETCs are the direct obligations of Hawaiian.


(3)	As of December 31, 2014 , the Convertible Note discount is being amortized to interest expense over the remaining term of 1.25 years.


(4)	During the three months ended December 31, 2014 a condition for conversion of the Convertible Note was satisfied, which permits holders of the Convertible Notes to surrender their notes for conversion during the quarter ending March 31, 2015. Therefore, the principal balance could be settled in as early as 2015 and is classified as a current liability in the Consolidated Balance Sheets.

Enhanced Equipment Trust Certificates (EETC)

In 2013, Hawaiian consummated an EETC financing, whereby it created two pass-through trusts, one of which issued $328.2 million aggregate principal amount of Class A pass-through certificates with a stated interest rate of 3.9% and the second of which issued $116.3 million aggregate principal amount of Class B pass-through certificates with a stated interest rate of 4.95% . During the year ended December 31, 2014 , the Company received $368.4 million in proceeds from the issuance of the equipment notes, which it used to fund a portion of the purchase price of five Airbus aircraft. The equipment notes are secured by a lien on the aircraft, and the payment obligations of Hawaiian under the equipment notes will be fully and unconditionally guaranteed by the Company. The Company issued the equipment notes to the trusts as aircraft were delivered to Hawaiian. Hawaiian recorded the debt obligation upon issuance of the equipment notes rather than upon the initial issuance of the pass-through certificates. In connection with the consummation of the EETC financing transaction, Hawaiian was required to deposit $16.0 million into a collateral account, of which $14.4 million was released during the year ended December 31, 2014 . The funds held in this account are under the control of a third party. Accordingly, these funds are classified as restricted cash in the Company's Consolidated Balance Sheets.

The Company evaluated whether the pass-through trusts formed are variable interest entities ("VIEs") required to be consolidated by the Company under applicable accounting guidance, and determined that the pass-through trusts are VIEs. The Company determined that it does not have a variable interest in the pass-through trusts. Neither the Company nor Hawaiian

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

invested in or obtained a financial interest in the pass-through trusts. Rather, Hawaiian has an obligation to make interest and principal payments on its equipment notes held by the pass-through trusts, which will be fully and unconditionally guaranteed by the Company. Neither the Company nor Hawaiian intends to have any voting or non-voting equity interest in the pass-through trusts or to absorb variability from the pass-through trusts. Based on this analysis, the Company determined that it is not required to consolidate the pass-through trusts.

Convertible Notes

On March 23, 2011, the Company issued $86.25 million principal amount of convertible notes (the Convertible Notes) due March 15, 2016. The Convertible Notes were issued at par and bear interest at a rate of 5.00% per annum. Interest is paid semiannually, in arrears, on March 15 and September 15 each year.

Each $1,000 of principal of the Convertible Notes is convertible under certain circumstances, at an initial conversion rate of 126.8730 shares of the Company's common stock (or a total of approximately 10.9 million shares), which is the equivalent of approximately $7.8819 per share, subject to adjustment upon the occurrence of certain specified events as set forth in the indenture governing the terms of the Convertible Notes. Upon conversion, the Company will have the right, at the Company's election, to pay or deliver cash, shares of the Company's common stock or a combination thereof. As of December 31, 2014, the Company has the intent and ability to settle the principal balance of the Convertible Notes in cash. Holders may convert their Convertible Notes at their option at any time prior to November 15, 2015, only if one of the following conditions has been met (a condition permitting conversion in the first quarter of 2015 was met as of December 31, 2014):

•

During any calendar quarter after the calendar quarter ending June 30, 2011, and only during such calendar quarter, if the closing price of the Company's common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter exceeds 130% of the conversion price per share of common stock in effect on the last day of such preceding calendar quarter;


•	During the five consecutive business days immediately after any 10 consecutive trading day period in which the average trading price per $1,000 principal amount of the Convertible Notes during such period was less than 97% of the product of the closing sale price of the common stock and the conversion rate on such trading day;


•	The Company makes specified distributions to holders of the Company's common stock or specified corporate transactions occur.

On or after November 15, 2015, and up through and including the second business day immediately preceding March 15, 2016, the Holders may convert their Convertible Notes into common stock.

Holders may require the Company to repurchase all or a portion of their Convertible Notes upon a fundamental change, primarily a change in control or termination of trading, at a cash repurchase price equal to 100% of the principal amount of the Convertible Notes plus accrued and unpaid interest, if any. The Company may not redeem the Convertible Notes prior to their maturity date. The Convertible Notes do not limit the amount that the Company would be required to pay or the number of shares that would be required to be issued upon conversion.

Amortization of the discount allocated to the debt component of the Convertible Notes for the years ended December 31, 2014 , 2013 and 2012 was $4.1 million , $3.9 million and $3.5 million , respectively, and interest expense for the years ended December 31, 2014 , 2013 , and 2012 was $4.3 million , $4.8 million and $4.8 million , respectively.

As of December 31, 2014 , the if-converted value of the notes, which assumes that the notes will be converted into shares of the Company's common stock, exceeded the principal amount by $163.9 million .

Convertible Note Hedges and Warrants

In connection with the issuance of the Convertible Notes, the Company entered into separate convertible note hedge transactions (the Convertible Note Hedges) and separate warrant transactions (the Warrants) with certain financial investors to reduce the potential dilution of the Company's common stock and to offset potential payments by the Company to holders of the Convertible Notes in excess of the principal of the Convertible Notes upon conversion. The Convertible Note Hedges and Warrants are separate transactions, entered into by the Company with the financial institutions, and are not part of the Convertible Notes described above.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The Company paid $19.5 million for the Convertible Note Hedges. Under the terms of the Convertible Note Hedges, the counterparties to the Convertible Note Hedges will generally deliver to the Company amounts in excess of the principal amount of the Convertible Notes delivered upon conversion by the Company to the holders of the Convertible Notes in the same form of consideration elected to be delivered by the Company to the holders of the Convertible Notes under the indenture for the Convertible Notes. The Company may elect to settle the conversion feature of the Convertible Notes in cash or shares of common stock or in any combination of cash or shares of common stock as determined in accordance with the provisions of the indenture. The Convertible Note Hedges are currently exercisable and expire on March 15, 2016.

Concurrent with the issuance of the Convertible Notes, the Company sold Warrants to certain financial institutions that permit such financial institutions to acquire shares of the Company's common stock. The Warrants are exercisable by the financial institutions for 10.9 million shares of the Company's common stock at an exercise price of $10.00 per share. The Company received $11.9 million in proceeds from the sale of the Warrants. The Warrants expire at various dates beginning in June 2016 and ending in September 2016. The Warrants provide for net share settlement by the Company, subject to the option of the Company to deliver cash in lieu of shares if certain conditions under the Warrants have been met.

Convertible Note Repurchase

During 2014, the Company repurchased $15.1 million in principal of its Convertible Notes for $42.7 million . This cash consideration was allocated to the fair value of the liability component immediately before extinguishment and the remaining consideration was allocated to the equity component and recognized as a reduction of shareholders' equity. As of December 31, 2013 , the carrying value of the equity component of the Convertible Notes was $19.5 million . In 2014, the carrying value was reduced by $27.6 million in connection with the repurchase of the Convertible Notes. The effective interest rate on the liability component during the year ended December 31, 2014 was 11% .

The repurchase of the Convertible Notes resulted in a loss on extinguishment of $1.4 million , which classified as Interest expense and amortization of debt discounts and issuance costs in the Consolidated Statement of Operations.

Debt Extinguishment

In October 2014, Hawaiian extinguished $54.2 million of existing debt under a secured financing agreement, which was originally scheduled to mature in October 2023. This debt extinguishment resulted in a loss of $2.3 million , which was reported as Interest expense and amortization of debt discounts and issuance costs in the Consolidated Statement of Operations.

Revolving Credit Facilities

In September 2014, Hawaiian terminated its secured revolving credit facility with Wells Fargo Capital Finance LLC, which provided for a secured revolving credit facility of up to $75 million .

In November 2014, Hawaiian entered into a credit agreement with Citigroup Global Markets Inc. providing for a secured revolving credit and letter of credit facility ("Revolving Credit Facility") in an amount of up to $175 million , maturing in November 2017. Hawaiian may, from time to time, grant liens on certain eligible account receivables, aircraft, spare engines, and ground support equipment, as well as cash and certain cash equivalents, in order to secure its outstanding obligations under the Revolving Credit Facility. Indebtedness under the Revolving Credit Facility will bear interest, at a per annum rate based on, at Hawaiian's option: (1) a variable rate equal to the London interbank offer rate plus a margin of 3.0% ; or (2) another rate based on certain market interest rates plus a margin of 2.0% . Hawaiian is also subject to compliance and liquidity covenants under the Revolving Credit Facility.

As of December 31, 2014 the Company had no outstanding borrowing under the Revolving Credit Facility.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Schedule of Maturities of Long-Term Debt

As of December 31, 2014 , the scheduled maturities of long-term debt are as follows (in thousands):



2015	$	151,722
2016	82,861
2017	82,092
2018	87,425
2019	99,070
Thereafter	449,317
	$	952,487

9. Leases

As of December 31, 2014 , the Company had lease contracts for 16 of its 50 aircraft. Of the 16 lease contracts, 3 aircraft lease contracts were accounted for as capital leases, with the remaining 13 lease contracts accounted for as operating leases. These aircraft leases have remaining lease terms ranging from approximately 1 to 11 years .

As of December 31, 2014 , the scheduled future minimum rental payments under capital leases and operating leases with noncancelable basic terms of more than one year are as follows:



	Capital Leases						Operating Leases
	Aircraft			Other			Aircraft		Other
	(in thousands)
2015	$	13,705		$	1,190		$	102,972	$	5,228
2016	13,803			1,223			86,260		5,104
2017	13,803			1,180			81,988		4,404
2018	13,803			1,280			81,238		4,268
2019	13,803			1,412			81,094		3,922
Thereafter	45,742			9,279			171,662		22,335
	114,659			15,564			$	605,214	$	45,261
Less amounts representing interest	(24,379		)	(4,104		)
Present value of minimum capital lease payments	$	90,280		$	11,460

10. Income Taxes

The significant components of income tax expense are as follows:



	Years Ended December 31,
	2014		2013		2012
	(in thousands)
Current
Federal	$	—	$	—	$	—
State	1,437		450		1,216
	1,437		450		1,216
Deferred
Federal	$	38,865	$	30,542	$	27,936
State	4,219		3,564		3,397
	43,084		34,106		31,333
Income tax expense	$	44,521	$	34,556	$	32,549

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The income tax expense differed from amounts computed at the statutory federal income tax rate as follows:



	Years Ended December 31,
	2014		2013		2012
	(in thousands)
Income tax expense computed at the statutory federal rate	$	39,707	$	30,243	$	30,025
Increase (decrease) resulting from:
State income taxes, net of federal tax effect	3,677		2,631		2,999
Nondeductible meals	925		971		910
Other	212		711		(1,385		)
Income tax expense	$	44,521	$	34,556	$	32,549

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income (including the reversal of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible. The Company's management assesses the realizability of its deferred tax assets, and records a valuation allowance when it is more likely than not that a portion, or all, of the deferred tax assets will not be realized. As result of the Company's assessment, a valuation allowance was not recorded as of December 31, 2014 .

The components of the Company's deferred tax assets and liabilities were as follows:



	December 31,
	2014			2013
	(in thousands)
Deferred tax assets:
Accumulated pension and other postretirement benefits	$	155,353		$	100,907
Leases	7,674			7,009
Air traffic liability	11,951			10,390
Federal and state net operating loss carryforwards	122,134			91,911
Alternative minimum tax credit carryforwards	5,913			7,447
Other assets	43,137			24,782
Total deferred tax assets	$	346,162		$	242,446
Deferred tax liabilities:
Intangible assets	$	(8,056	)	$	(9,050	)
Plant and equipment, principally accelerated depreciation	(358,717		)	(252,902		)
Other liabilities	925			(4,119		)
Total deferred tax liabilities	(365,848		)	(266,071		)
Net deferred tax liability	$	(19,686	)	$	(23,625	)

As of December 31, 2014 , the Company had available for federal income tax purposes an alternative minimum tax credit carryforward of approximately $5.9 million , which is available for an indefinite period, and federal and state net operating loss carryforwards of $365.8 million . The tax benefit of the net operating loss carryforwards as of December 31, 2014 was $122.1 million , substantially all of which will not begin to expire until 2031.

In accordance with ASC 740, the Company reviews its uncertain tax positions on an ongoing basis. As of December 31, 2014 , and 2013 , the Company had no unrecognized tax benefits related to uncertain tax positions.

The Company records interest and penalties relating to unrecognized tax benefits in other nonoperating expense in its Consolidated Statements of Operations.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. The Company's federal income tax returns for tax years 2012 and beyond remain subject to examination by the Internal Revenue Service.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Employee Benefit Plans

Defined Benefit Plans

Hawaiian sponsors various defined benefit pension plans covering the Air Line Pilots Association, International Association of Machinists and Aerospace Workers (AFL-CIO) (IAM) and other personnel (salaried, Transport Workers Union, Network Engineering Group). The plans for the IAM and other employees were frozen in September 1993. Effective January 1, 2008, benefit accruals for pilots under age 50 as of July 1, 2005 were frozen (with the exception of certain pilots who were both age 50 and older and participants of the plan on July 1, 2005) and Hawaiian began making contributions to an alternate defined contribution retirement program for its pilots. All of the pilots' accrued benefits under their defined benefit plan at the date of the freeze were preserved. In addition, Hawaiian sponsors four unfunded defined benefit postretirement medical and life insurance plans and a separate plan to administer the pilots' disability benefits.

The following tables summarize changes to projected benefit obligations, plan assets, funded status and applicable amounts included in the Consolidated Balance Sheets:



	2014						2013
	Pension			Other			Pension			Other
	(in thousands)
Change in benefit obligations
Benefit obligations, beginning of year	$	(397,209	)	$	(154,864	)	$	(421,884	)	$	(183,944	)
Service cost	(1,359		)	(10,868		)	(2,555		)	(13,596		)
Interest cost	(19,125		)	(8,527		)	(17,389		)	(7,888		)
Actuarial gains (losses)	(84,723		)	(42,964		)	25,213			47,296
Benefits paid	22,205			3,736			19,406			3,319
less: federal subsidy on benefits paid	N/A			(58		)	N/A			(51		)
Plan amendments	—			(2,453		)	—			—
Benefit obligation at end of year(a)	$	(480,211	)	$	(215,998	)	$	(397,209	)	$	(154,864	)
Change in plan assets
Fair value of assets, beginning of year	$	270,005		$	15,129		$	238,134		$	12,418
Actual return on plan assets	13,855			695			35,344			766
Employer contribution	6,159			5,577			15,933			5,264
Benefits paid	(22,205		)	(3,736		)	(19,406		)	(3,319		)
Fair value of assets at end of year	$	267,814		$	17,665		$	270,005		$	15,129
Unfunded status at December 31,	$	(212,397	)	$	(198,333	)	$	(127,204	)	$	(139,735	)
Amounts recognized in the statement of financial position consist of:
Current benefit liability	$	(18	)	$	(2,848	)	$	(17	)	$	(2,816	)
Noncurrent benefit liability	(212,379		)	(195,485		)	(127,187		)	(136,919		)
	$	(212,397	)	$	(198,333	)	$	(127,204	)	$	(139,735	)
Amounts recognized in other comprehensive loss
Unamortized actuarial loss	$	145,823		$	50,078		$	57,265		$	6,435
Prior service cost (credit)	(53		)	2,203			(55		)	(22		)
	$	145,770		$	52,281		$	57,210		$	6,413

_______________________________________________________________________________


(a)	The accumulated pension benefit obligation as of December 31, 2014 and 2013 was $475.4 million and $391.5 million , respectively.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

The following table sets forth the net periodic benefit cost:



	2014						2013						2012
	Pension			Other			Pension			Other			Pension			Other
	(in thousands)
Components of Net Periodic Benefit Cost
Service cost	$	1,359		$	10,868		$	2,555		$	13,596		$	2,723		$	11,152
Interest cost	19,125			8,527			17,389			7,888			18,993			8,548
Expected return on plan assets	(18,337		)	(1,037		)	(15,348		)	(912		)	(15,253		)	(819		)
Recognized net actuarial loss (gain)	645			(326		)	6,246			2,414			4,653			2,717
Prior service cost (credit)	(2		)	229			(2		)	(2		)	(2		)	(2		)
Net periodic benefit cost	$	2,790		$	18,261		$	10,840		$	22,984		$	11,114		$	21,596
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Loss
Current year actuarial (gain) loss	$	89,204		$	43,318		$	(45,209	)	$	(47,143	)	$	17,178		$	11,148
Current year prior service cost	—			2,453			—			—			—			—
Amortization of actuarial gain (loss)	(645		)	326			(6,246		)	(2,414		)	(4,653		)	(2,717		)
Amortization of prior service cost (credit)	2			(229		)	2			2			2			2
Total recognized in other comprehensive loss	$	88,561		$	45,868		$	(51,453	)	$	(49,555	)	$	12,527		$	8,433
Total recognized in net periodic benefit cost and other comprehensive loss	$	91,351		$	64,129		$	(40,613	)	$	(26,571	)	$	23,641		$	30,029

The weighted average actuarial assumptions used to determine the net periodic benefit expense and the projected benefit obligation were as follows:



	Pension				Postretirement				Disability
	2014		2013		2014		2013		2014		2013
Discount rate to determine net periodic benefit expense	5.01	%	4.10	%	5.21	%	4.24	%	4.99	%	4.06	%
Discount rate to determine projected benefit obligation	4.19	%	5.01	%	4.30	%	5.21	%	4.16	%	4.99	%
Expected return on plan assets	6.92	%	6.55	%	N/A		N/A		5.92	%	6.15	%
Rate of compensation increase	Various+		Various+		N/A		N/A		Various+		Various+
Health care trend rate to determine net periodic benefit expense	N/A		N/A		8.00	%	8.00	%	N/A		N/A
Health care trend rate in 2019	N/A		N/A		4.75	%	4.75	%	N/A		N/A
Health care trend rate to determine projected benefit obligation	N/A		N/A		7.50	%	8.00	%	N/A		N/A
Health care trend rate in 2018	N/A		N/A		4.75	%	4.75	%	N/A		N/A

_______________________________________________________________________________


+	Differs for each pilot based on current fleet and seat position on the aircraft and seniority service. Negotiated salary increases and expected changes in fleet and seat positions on the aircraft are included in the assumed rate of compensation increase which range from 1.8% to 6.5% in 2014 and 1.5% to 6.0% in 2013 .


++	Expected return on plan assets used to determine the net periodic benefit expense for 2015 is 6.89% for Pension and 5.40% for Disability.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

In 2014, the Company adopted a new mortality rate table and mortality improvement scale to calculate its pension and other postretirement benefit obligations. The adoption of these mortality rates had the following effects:



	(in thousands)
Increase in pension obligation as of December 31, 2014	$	29,842
Increase in other postretirement benefit obligation as of December 31, 2014	20,757

A change in the assumed health care cost trend rates would have the following effects:



	100 Basis Point Increase		100 Basis Point Decrease
	(in thousands)
Effect on postretirement benefit obligation at December 31, 2014	$	43,228	$	(33,189	)
Effect on total service and interest cost for the year ended December 31, 2014	3,897		(2,988		)

Estimated amounts that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 are as follows:



	Pension			Other
	(in thousands)
Actuarial loss	$	8,296		$	2,422
Amortization of prior service credit	(2		)	(2		)
To be recognized in net periodic benefit cost from accumulated other comprehensive loss	$	8,294		$	2,420

Plan Assets

The Company develops the expected long-term rate of return assumption based on historical experience and by evaluating input from the trustee managing the plan's assets, including the trustee's review of asset class return expectations by several consultants and economists, as well as long-term inflation assumptions. The Company's expected long-term rate of return on plan assets is based on a target allocation of assets, which is based on the goal of earning the highest rate of return while maintaining risk at acceptable levels. The plan strives to have assets sufficiently diversified so that adverse or unexpected results from any one security class will not have an unduly detrimental impact on the entire portfolio. The actual allocation of our pension and disability plan assets and the target allocation of assets by category at December 31, 2014 are as follows:



	Asset Allocation
	2014		Target
Equity securities	59	%	60	%
Fixed income securities	36	%	35	%
Real estate investment trusts	5	%	5	%
	100	%	100	%

As discussed in Note 5 , ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:


Level 1 —	Observable inputs such as quoted prices in active markets for identical assets or liabilities;


Level 2 —	Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and


Level 3 —	Unobservable inputs in which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The table below presents the Company's pension plan and other postretirement plan investments (excluding cash and receivables):

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



		Fair Value Measurements as of December 31, 2014
		Total		Level 1		Level 2		Level 3
	(in thousands)
Pension Plan Assets:
Equity index funds		$	159,299	$	—	$	159,299	$	—
Fixed income funds		92,801		—		92,801		—
Real estate investment fund		13,154		—		13,154		—
Insurance company pooled separate account		2,113		—		2,113		—
Total		$	267,367	$	—	$	267,367	$	—
Postretirement Assets:
Common collective trust fund		$	17,565	$	—	$	17,565	$	—



		Fair Value Measurements as of December 31, 2013
		Total		Level 1		Level 2		Level 3
	(in thousands)
Pension Plan Assets:
Cash equivalents		$	164	$	164	$	—	$	—
Common stock		2		2		—		—
Equity index funds		160,286		—		160,286		—
Fixed income funds		89,086		—		89,086		—
Real estate investment fund		12,237		—		12,237		—
Insurance company pooled separate account		1,281		—		1,281		—
Total		$	263,056	$	166	$	262,890	$	—
Postretirement Assets:
Common collective trust fund		$	15,063	$	—	$	15,063	$	—

Equity index funds. The investment objective of these funds are to obtain a reasonable rate of return while investing principally or entirely in foreign or domestic equity securities. There are currently no redemption restrictions on these investments. The fair value of the investments in this category has been estimated using the net asset value per share.

Fixed income funds. The investment objective of these funds are to obtain a reasonable rate of return while principally investing in foreign and domestic bonds, mortgage-backed securities, and asset-backed securities . There are currently no redemption restrictions on these investments. The fair value of the investments in this category has been estimated using the net asset value per share.

Real estate investment fund. The investment objective of this fund is to obtain a reasonable rate of return while principally investing in real estate investment trusts. There are currently no redemption restrictions on these investments. The fair value of the investments in this category has been estimated using the net asset value per share.

Insurance Company Pooled Separate Account. The investment objective of the Insurance Company Pooled Separate Account is to invest in short-term cash equivalent securities to provide a high current income consistent with the preservation of principal and liquidity. The fair value of the investments in this category has been estimated using the net asset value per share.

Common collective trust (CCT). The postretirement plan's CCT investment consists of a balanced profile fund and a conservative profile fund. These funds primarily invest in mutual funds and exchange-traded funds. The balanced profile fund is designed for participating trusts that seek substantial capital growth, place modest emphasis on short-term stability, have long-term investment objectives, and accept short-term volatility in the value of the fund's portfolio. The conservative profile fund is designed for participating trusts that place modest emphasis on capital growth, place moderate emphasis on short-term stability, have intermediate-to-long-term investment objectives, and accept moderate short-term volatility in the value of the fund's portfolio. There are currently no redemption restrictions on these investments. The fair value of the investments in this category has been estimated using the net asset value per share.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Based on current legislation and current assumptions, the minimum required contribution that the Company is required to make to Hawaiian's defined benefit pension plans and disability plan during 2015 is $5.1 million . The Company projects that Hawaiian's pension plans and other postretirement benefit plans will make the following benefit payments, which reflect expected future service, during the years ending December 31:



			Other Benefits
	Pension Benefits		Gross		Expected Federal Subsidy
	(in thousands)
2015	$	21,967	$	3,982	$	(54	)
2016	23,341		4,674		(61		)
2017	24,705		5,355		(70		)
2018	26,014		6,068		(80		)
2019	27,171		6,859		(90		)
2020 - 2022	145,159		47,521		(643		)
	$	268,357	$	74,459	$	(998	)

Defined Contribution Plans

The Company also sponsors separate defined contribution plans for its pilots, flight attendants and ground and salaried personnel. Contributions to the Company's defined contribution plans were $27.3 million , $25.1 million and $21.3 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.

12. Capital Stock and Share-based Compensation

Common Stock

The Company has one class of common stock issued and outstanding. Each share of common stock is entitled to one vote per share.

No dividends were paid by the Company during the years ended December 31, 2014 , 2013 or 2012 . Provisions in certain of the Company's aircraft lease agreements restrict the Company's ability to pay dividends.

Special Preferred Stock

The IAM, AFA, and ALPA each hold one share of Special Preferred Stock, which entitles each union to nominate one director to the Company's Board of Directors. In addition, each series of the Special Preferred Stock, unless otherwise specified: (i) ranks senior to the Company's common stock and ranks pari passu with each other series of Special Preferred Stock with respect to liquidation, dissolution and winding up of the Company and will be entitled to receive $0.01 per share before any payments are made, or assets distributed to holders of any stock ranking junior to the Special Preferred Stock; (ii) has no dividend rights unless a dividend is declared and paid on the Company's common stock, in which case the Special Preferred Stock would be entitled to receive a dividend in an amount per share equal to two times the dividend per share paid on the common stock; (iii) is entitled to one vote per share of such series and votes with the common stock as a single class on all matters submitted to holders of the Company's common stock; and (iv) automatically converts into the Company's common stock on a 1 :1basis, at such time as such shares are transferred or such holders are no longer entitled to nominate a representative to the Company's Board of Directors pursuant to their respective collective bargaining agreements.

Share-Based Compensation

Total share-based compensation expense recognized by the Company under ASC 718 was $6.7 million , $4.6 million and $3.4 million for the years ended December 31, 2014 , 2013 and 2012 , respectively. As of December 31, 2014 , $7.8 million of share-based compensation expense related to unvested stock options and other stock awards (inclusive of $0.3 million for stock options and other stock awards granted to non-employee directors) is attributable to future performance and has not yet been recognized. The related expense will be recognized over a weighted average period of approximately 1.1 years.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Stock Options

The aggregate intrinsic value of stock options outstanding as of December 31, 2014 and 2013 was $7.6 million and $9.7 million , respectively. The aggregate intrinsic value of stock options exercisable as of December 31, 2014 and 2013 was $7.5 million and $9.7 million , respectively. The intrinsic value of stock options exercised during the year ended December 31, 2014 , 2013 and 2012 was $15.9 million , $2.7 million and $0.4 million , respectively.

Performance-Based Stock Awards

During 2014 , the Company granted performance-based stock awards covering 348,009 shares of Company Common Stock (the Target Award) with a maximum payout of 598,690 shares of Common Stock (the Maximum Award) to employees pursuant to the Company's 2005 Stock Incentive Plan. These awards vest over a period of three years. The Company valued the performance-based stock awards using grant date fair values equal to the Company's share price on the measurement date.

The following table summarizes information about performance-based stock awards:



	Number of units		Weighted average grant date fair value
Non-vested at December 31, 2013	1,142,592		$	5.88
Granted during the period	348,009		10.04
Vested during the period	(353,344	)	5.89
Forfeited during the period	(133,628	)	6.89
Non-vested at December 31, 2014	1,003,629		$	7.19

Time-Based Stock Awards

During 2014 , the Company awarded 337,333 time-based stock awards to employees and non-employee directors, pursuant to the Company's 2005 Stock Incentive Plan. These stock awards vest over a period of one to three years and have a grant date fair value equal to the Company's share price on the measurement date.

The following table summarizes information about outstanding time-based stock awards:



	Number of units		Weighted average grant date fair value
Non-vested at December 31, 2013	560,898		$	5.86
Granted during the period	337,333		12.50
Vested during the period	(376,408	)	7.04
Forfeited during the period	(83,862	)	7.40
Non-vested at December 31, 2014	437,961		$	9.66

13. Commitments and Contingent Liabilities

Commitments

The Company has operating commitments with a third-party to provide aircraft maintenance services which include fixed payments as well as variable payments based on flight hours for our Airbus fleet through 2027. The Company also has operating commitments with third-party service providers for reservations, IT, and accounting services through 2024.

Committed capital and operating expenditures include escalation and variable amounts based on estimated forecasts. The gross committed expenditures for upcoming aircraft deliveries and committed financings for those deliveries for the next five years and thereafter are detailed below:

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)



	Capital		Operating		Total Committed Expenditures		Less: Committed Financing for Upcoming Aircraft Deliveries*		Net Committed Expenditures
	(in thousands)
2015	$	203,156	$	70,003	$	273,159	$	181,190	$	91,969
2016	67,381		57,911		125,292		—		125,292
2017	234,250		57,714		291,964		—		291,964
2018	411,406		51,019		462,425		—		462,425
2019	497,018		46,669		543,687		—		543,687
Thereafter	434,841		264,037		698,878		—		698,878
	$	1,848,052	$	547,353	$	2,395,405	$	181,190	$	2,214,215

_______________________________________________________________________________


*	See below for a detailed discussion of the committed financings Hawaiian has received for its upcoming capital commitments for aircraft deliveries.

A330-800neo and Rolls-Royce Agreements

In December 2014, Hawaiian entered into an amendment (the "Purchase Agreement Amendment") to the Airbus A330/A350WXB Purchase Agreement to convert its order for six firm A350XWB-800 aircraft with an additional six purchase rights into an order for six firm A330-800neo aircraft with an additional four options and two purchase rights. The Purchase Agreement Amendment provides for delivery, subject to certain flexibility rights, of six A330-800neo aircraft starting in 2019. The aircraft will be powered by Rolls-Royce Trent 7000 engines.

In December 2014, Hawaiian entered into a General Terms Agreement with Rolls-Royce for the supply of products and services in support of the Trent 7000 engines to be installed on the Airbus A330-800neo aircraft. The General Terms Agreement includes the terms for the supply of spare engines, product warranties and performance guarantees. The General Terms Agreement also includes the provision of TotalCare maintenance for the engines while in service with Hawaiian.

Purchase Assignment and Lease Financing Agreement

In December 2014, Hawaiian entered into an agreement with a third-party aircraft lessor for the purchase assignment and leaseback of three Airbus A330-200 aircraft scheduled for delivery in 2015 with total committed lease financing of $181 million . Both the gross capital commitment for the cost of the aircraft and the committed financing are reflected in the table above. The agreement has an initial lease term of 12 years and fixed monthly rental payments that will be determined upon delivery of the aircraft.

The anticipated future minimum payments for this lease are $16.2 million in 2015, $25.3 million in each of the years 2016 through 2019, and $186.3 million thereafter.

Litigation and Contingencies

The Company is subject to legal proceedings arising in the normal course of its operations. Management does not anticipate that the disposition of any currently pending proceeding will have a material effect on the Company's operations, business or financial condition.

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

General Guarantees and Indemnifications

In the normal course of business, the Company enters into numerous aircraft financing and real estate leasing arrangements that have various guarantees included in the contract. It is common in such lease transactions for the lessee to agree to indemnify the lessor and other related third-parties for tort liabilities that arise out of or relate to the lessee's use of the leased aircraft or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to its use of the real estate leased premises. The Company believes that it is insured (subject to deductibles) for most tort liabilities and related indemnities described above with respect to the aircraft and real estate that it leases. The Company cannot estimate the potential amount of future payments, if any, under the foregoing indemnities and agreements.

Credit Card Holdback

Under the Company's bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks, which are included in restricted cash in the Company's Consolidated Balance Sheets, totaled $5.0 million at December 31, 2014 and 2013 .

In the event of a material adverse change in the business, the holdback could increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash.

14. Geographic Information

The Company's primary operations are that of its wholly-owned subsidiary, Hawaiian. Principally all operations of Hawaiian either originate and/or end in the State of Hawai'i. The management of such operations is based on a system-wide approach due to the interdependence of Hawaiian's route structure in its various markets. As Hawaiian offers only one significant line of business (i.e., air transportation), management has concluded that it has only one segment.

The Company's operating revenues by geographic region (as defined by the Department of Transportation, DOT) are summarized below:



	Year Ended December 31,
	2014		2013		2012
	(in thousands)
Domestic	$	1,683,487	$	1,493,295	$	1,378,498
Pacific	631,392		662,570		583,855
Total operating revenue	$	2,314,879	$	2,155,865	$	1,962,353

Hawaiian attributes operating revenue by geographic region based upon the origin and destination of each flight segment. Hawaiian's tangible assets consist primarily of flight equipment, which are mobile across geographic markets, and, therefore, have not been allocated to specific geographic regions.

15. Supplemental Cash Flow Information

Supplemental disclosures of cash flow information and non-cash investing and financing activities were as follows:



	Year Ended December 31,
	2014			2013		2012
	(in thousands)
Cash payments for interest (net of amounts capitalized)	$	42,242		$	36,574	$	35,153
Cash payments (refunds) for income taxes	(1,882		)	2		(16,913		)
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through a capital lease	—			11,840		111,921

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

16. Condensed Consolidating Financial Information

The following condensed consolidating financial information is presented in accordance with Regulation S-X paragraph 210.3-10 because, in connection with the issuance by two pass-through trusts formed by Hawaiian (which is also referred to in this Note 16 as Subsidiary Issuer / Guarantor) of pass-through certificates, as discussed in Note 8 , the Company (which is also referred to in this Note 16 as Parent Issuer / Guarantor), is fully and unconditionally guaranteeing the payment obligations of Hawaiian, which is a 100% owned subsidiary of the Company, under equipment notes to be issued by Hawaiian to purchase new aircraft.

Condensed consolidating financial statements are presented in the following tables:

Condensed Consolidating Statements of Operations and Comprehensive Loss

Year Ended December 31, 2014



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	2,311,200		$	4,029		$	(350	)	$	2,314,879
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			678,253			—			—			678,253
Wages and benefits	—			447,446			—			—			447,446
Aircraft rent	—			106,422			—			—			106,422
Maintenance materials and repairs	—			223,783			1,836			—			225,619
Aircraft and passenger servicing	—			122,780			—			—			122,780
Commissions and other selling	49			122,480			76			(87		)	122,518
Depreciation and amortization	—			94,146			2,228			—			96,374
Other rentals and landing fees	5			87,897			—			—			87,902
Other	5,258			176,466			972			(263		)	182,433
Total	5,312			2,059,673			5,112			(350		)	2,069,747
Operating Income (Loss)	(5,312		)	251,527			(1,083		)	—			245,132
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	78,702			—			—			(78,702		)	—
Interest expense and amortization of debt discounts and issuance costs	(8,894		)	(55,346		)	—			—			(64,240		)
Interest income	185			1,499			—			—			1,684
Capitalized interest	—			8,024			—			—			8,024
Losses on fuel derivatives	—			(63,471		)	—			—			(63,471		)
Other, net	(1,433		)	(12,249		)	—			—			(13,682		)
Total	68,560			(121,543		)	—			(78,702		)	(131,685		)
Income (Loss) Before Income Taxes	63,248			129,984			(1,083		)	(78,702		)	113,447
Income tax expense (benefit)	(5,678		)	50,199			—			—			44,521
Net Income (Loss)	$	68,926		$	79,785		$	(1,083	)	$	(78,702	)	$	68,926
Comprehensive Loss	$	(11,200	)	$	(341	)	$	(1,083	)	$	1,424		$	(11,200	)

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statements of Operations and Comprehensive Income

Year Ended December 31, 2013



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	2,155,554		$	647	$	(336	)	$	2,155,865
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			698,802			—		—			698,802
Wages and benefits	—			427,438			—		—			427,438
Aircraft rent	—			108,534			—		—			108,534
Maintenance materials and repairs	—			203,387			—		—			203,387
Aircraft and passenger servicing	—			120,635			—		—			120,635
Commissions and other selling	—			125,962			—		(62		)	125,900
Depreciation and amortization	—			83,050			—		—			83,050
Other rentals and landing fees	—			81,317			—		—			81,317
Other	7,772			165,101			456		(274		)	173,055
Total	7,772			2,014,226			456		(336		)	2,022,118
Operating Income (Loss)	(7,772		)	141,328			191		—			133,747
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	62,549			—			—		(62,549		)	—
Interest expense and amortization of debt discounts and issuance costs	(8,710		)	(41,743		)	—		—			(50,453		)
Interest income	132			507			—		—			639
Capitalized interest	—			12,625			—		—			12,625
Losses on fuel derivatives	—			(5,334		)	—		—			(5,334		)
Other, net	—			(4,814		)	—		—			(4,814		)
Total	53,971			(38,759		)	—		(62,549		)	(47,337		)
Income Before Income Taxes	46,199			102,569			191		(62,549		)	86,410
Income tax expense (benefit)	(5,655		)	40,211			—		—			34,556
Net Income	$	51,854		$	62,358		$	191	$	(62,549	)	$	51,854
Comprehensive Income	$	123,222		$	133,726		$	191	$	(133,917	)	$	123,222

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2012



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	1,962,571		$	41		$	(259	)	$	1,962,353
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			631,741			—			—			631,741
Wages and benefits	—			376,574			—			—			376,574
Aircraft rent	—			98,786			—			—			98,786
Maintenance materials and repairs	—			183,552			—			—			183,552
Aircraft and passenger servicing	—			103,825			—			—			103,825
Commissions and other selling	—			114,366			—			(42		)	114,324
Depreciation and amortization	—			85,599			—			—			85,599
Other rentals and landing fees	—			85,623			—			—			85,623
Other	4,712			148,300			136			(217		)	152,931
Total	4,712			1,828,366			136			(259		)	1,832,955
Operating Income (Loss)	(4,712		)	134,205			(95		)	—			129,398
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	61,388			—			—			(61,388		)	—
Interest expense and amortization of debt discounts and issuance costs	(8,330		)	(35,192		)	—			—			(43,522		)
Interest income	114			466			—			—			580
Capitalized interest	—			10,524			—			—			10,524
Losses on fuel derivatives	—			(11,330		)	—			—			(11,330		)
Other, net	—			136			—			—			136
Total	53,172			(35,396		)	—			(61,388		)	(43,612		)
Income (Loss) Before Income Taxes	48,460			98,809			(95		)	(61,388		)	85,786
Income tax expense (benefit)	(4,777		)	37,326			—			—			32,549
Net Income (Loss)	$	53,237		$	61,483		$	(95	)	$	(61,388	)	$	53,237
Comprehensive Income (Loss)	$	41,523		$	49,769		$	(95	)	$	(49,674	)	$	41,523

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheets

December 31, 2014



	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	79,532	$	179,676		$	4,879		$	—		$	264,087
Restricted cash	—		6,566			—			—			6,566
Short-term investments	—		260,121			—			—			260,121
Accounts receivable, net	63		80,289			531			(146		)	80,737
Spare parts and supplies, net	—		18,011			—			—			18,011
Deferred tax assets, net	—		21,943			—			—			21,943
Prepaid expenses and other	12		53,281			89			—			53,382
Total	79,607		619,887			5,499			(146		)	704,847
Property and equipment at cost	—		2,006,274			34,726			—			2,041,000
Less accumulated depreciation and amortization	—		(365,279		)	(2,228		)	—			(367,507		)
Property and equipment, net	—		1,640,995			32,498			—			1,673,493
Long-term prepayments and other	537		95,688			—			—			96,225
Restricted cash	—		—			—			—			—
Deferred tax assets, net	20,556		—			—			(20,556		)	—
Goodwill and other intangible assets, net	—		127,963			—			—			127,963
Intercompany receivable	—		15,081			—			(15,081		)	—
Investment in consolidated subsidiaries	351,391		—			—			(351,391		)	—
TOTAL ASSETS	$	452,091	$	2,499,614		$	37,997		$	(387,174	)	$	2,602,528
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	514	$	96,196		$	696		$	(146	)	$	97,260
Air traffic liability	—		421,547			2,789			—			424,336
Other accrued liabilities	1,686		140,088			145			—			141,919
Current maturities of long-term debt, less discount, and capital lease obligations	66,530		89,819			—			—			156,349
Total	68,730		747,650			3,630			(146		)	819,864
Long-term debt and capital lease obligations	—		893,288			—			—			893,288
Intercompany payable	15,081		—			—			(15,081		)	—
Other liabilities and deferred credits:
Accumulated pension and other postretirement benefit obligations.	—		407,864			—			—			407,864
Other liabilities and deferred credits	1,047		70,853			750			—			72,650
Deferred tax liabilities, net	—		62,185			—			(20,556		)	41,629
Total	1,047		540,902			750			(20,556		)	522,143
Shareholders' equity	367,233		317,774			33,617			(351,391		)	367,233
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	452,091	$	2,499,614		$	37,997		$	(387,174	)	$	2,602,528

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Balance Sheets

December 31, 2013



	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	84,797	$	333,663		$	4,924	$	—		$	423,384
Restricted cash	—		19,434			—		—			19,434
Accounts receivable, net	1,192		73,241			31		(219		)	74,245
Spare parts and supplies, net	—		19,767			—		—			19,767
Deferred tax assets, net	—		17,325			—		—			17,325
Prepaid expenses and other	—		51,613			39		—			51,652
Total	85,989		515,043			4,994		(219		)	605,807
Property and equipment at cost	—		1,629,517			31,917		—			1,661,434
Less accumulated depreciation and amortization	—		(327,102		)	—		—			(327,102		)
Property and equipment, net	—		1,302,415			31,917		—			1,334,332
Long-term prepayments and other	1,171		90,782			—		—			91,953
Restricted cash	—		1,566			—		—			1,566
Deferred tax assets, net	14,767		—			—		(14,767		)	—
Goodwill and other intangible assets, net	—		130,603			—		—			130,603
Intercompany receivable	25,286		—			—		(25,286		)	—
Investment in consolidated subsidiaries	348,040		—			—		(348,040		)	—
TOTAL ASSETS	$	475,253	$	2,040,409		$	36,911	$	(388,312	)	$	2,164,261
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	532	$	88,990		$	484	$	(219	)	$	89,787
Air traffic liability	—		407,359			1,727		—			409,086
Other accrued liabilities	1,307		96,264			—		—			97,571
Current maturities of long-term debt and capital lease obligations	—		62,187			—		—			62,187
Total	1,839		654,800			2,211		(219		)	658,631
Long-term debt, less discount, and capital lease obligations	76,550		667,736			—		—			744,286
Intercompany payable	—		25,286			—		(25,286		)	—
Other liabilities and deferred credits:
Accumulated pension and other postretirement benefit obligations.	—		264,106			—		—			264,106
Other liabilities and deferred credits	—		59,424			—		—			59,424
Deferred tax liabilities, net	—		55,717			—		(14,767		)	40,950
Total	—		379,247			—		(14,767		)	364,480
Shareholders' equity	396,864		313,340			34,700		(348,040		)	396,864
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	475,253	$	2,040,409		$	36,911	$	(388,312	)	$	2,164,261

Table of Contents

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2014



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities:	$	(8,303	)	$	305,969		$	2,764		$	—		$	300,430
Cash Flows From Investing Activities:
Net payments from subsidiaries	38,791			—			—			(38,791		)	—
Additions to property and equipment, including pre-delivery deposits	—			(439,420		)	(2,809		)	—			(442,229		)
Net proceeds from disposition of equipment	—			16,953			—			—			16,953
Purchases of investments	—			(458,592		)	—			—			(458,592		)
Sales of investments	—			197,046			—			—			197,046
Net cash provided by (used in) investing activities	38,791			(684,013		)	(2,809		)	(38,791		)	(686,822		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	7,001			—			—			—			7,001
Long-term borrowings	—			368,430			—			—			368,430
Repayments of long-term debt and capital lease obligations	(42,754		)	(115,246		)	—			—			(158,000		)
Debt issuance costs	—			(1,519		)	—			—			(1,519		)
Net payments to parent company	—			(38,791		)	—			38,791			—
Change in cash collateral for EETC financing	—			14,434			—			—			14,434
Other	—			(3,251		)	—			—			(3,251		)
Net cash provided by (used in) financing activities	(35,753		)	224,057			—			38,791			227,095
Net decrease in cash and cash equivalents	(5,265		)	(153,987		)	(45		)	—			(159,297		)
Cash and cash equivalents—Beginning of Period	84,797			333,663			4,924			—			423,384
Cash and cash equivalents—End of Period	$	79,532		$	179,676		$	4,879		$	—		$	264,087

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2013



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities:	$	(8,088	)	$	251,260		$	98		$	—		$	243,270
Cash Flows From Investing Activities:
Net payments from subsidiaries	6,883			—			—			(6,883		)	—
Additions to property and equipment, including pre-delivery deposits	—			(328,767		)	(13,461		)	—			(342,228		)
Net proceeds from disposition of equipment	—			14,414			—			—			14,414
Net cash provided by (used in) investing activities	6,883			(314,353		)	(13,461		)	(6,883		)	(327,814		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	2,376			—			—			—			2,376
Long-term borrowings	—			243,110			—			—			243,110
Repayments of long-term debt and capital lease obligations	—			(113,592		)	—			—			(113,592		)
Debt issuance costs	—			(13,846		)	—			—			(13,846		)
Net payments to parent company	—			(6,883		)	—			6,883			—
Change in cash collateral for EETC financing	—			(16,000		)	—			—			(16,000		)
Net cash provided by financing activities	2,376			92,789			—			6,883			102,048
Net increase (decrease) in cash and cash equivalents	1,171			29,696			(13,363		)	—			17,504
Cash and cash equivalents—Beginning of Period	83,626			303,967			18,287			—			405,880
Cash and cash equivalents—End of Period	$	84,797		$	333,663		$	4,924		$	—		$	423,384

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2012



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By Operating Activities:	$	10,669		$	299,845		$	503		$	—		$	311,017
Cash Flows From Investing Activities:
Net payments to subsidiaries	(25,750		)	—			—			25,750			—
Additions to property and equipment, including pre-delivery deposits	—			(272,243		)	(18,456		)	—			(290,699		)
Net cash used in investing activities	(25,750		)	(272,243		)	(18,456		)	25,750			(290,699		)
Cash Flows From Financing Activities:
Proceeds from exercise of stock options	1,488			—			—			—			1,488
Long-term borrowings	—			133,000			—			—			133,000
Repayments of long-term debt and capital lease obligations	—			(49,129		)	—			—			(49,129		)
Debt issuance costs	—			(3,828		)	—			—			(3,828		)
Net payments from (to) parent company	—			(9,250		)	35,000			(25,750		)	—
Other	—			(84		)	—			—			(84		)
Net cash provided by financing activities	1,488			70,709			35,000			(25,750		)	81,447
Net increase (decrease) in cash and cash equivalents	(13,593		)	98,311			17,047			—			101,765
Cash and cash equivalents—Beginning of Period	97,219			205,656			1,240			—			304,115
Cash and cash equivalents—End of Period	$	83,626		$	303,967		$	18,287		$	—		$	405,880

Certain Restrictions on Subsidiary Distributions, Dividends and Repurchases

The Company and Hawaiian are party to a Credit and Guaranty Agreement (Credit Agreement), dated as of November 7, 2014, that provides for a Revolving Credit Facility. See further discussion of the Revolving Credit Facility at Note 8 . Pursuant to the terms of the Credit Agreement, neither Hawaiian nor any other subsidiary of the Company will directly or indirectly declare or pay any dividend, or purchase, redeem or otherwise acquire or retire for value any equity interests of the Company unless certain conditions are met.

Long-Term Debt

The long-term debt included in the Parent Issuer / Guarantor column represents the Convertible Notes described in Note 8 .

Income Taxes

The income tax expense (benefit) is presented as if each entity that is part of the consolidated group files a separate return.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Continued)

17. Supplemental Financial Information (unaudited)

Unaudited Quarterly Financial Information:



	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in thousands, except per share data)
2014:
Operating revenue	$	524,858		$	575,720		$	639,462		$	574,839
Operating income	10,037			51,594			106,169			77,332
Nonoperating loss	(18,329		)	(6,615		)	(47,805		)	(58,936		)
Net income (loss)	(5,075		)	27,327			35,575			11,099
Net Income (Loss) Per Common Stock Share:
Basic	$	(0.10	)	$	0.51		$	0.66		$	0.20
Diluted	(0.10		)	0.43			0.56			0.17
2013:
Operating revenue	$	490,754		$	533,928		$	599,298		$	531,885
Operating income (loss)	(11,926		)	37,391			74,434			33,848
Nonoperating loss	(15,453		)	(19,176		)	(7,016		)	(5,692		)
Net income (loss)	(17,145		)	11,316			40,604			17,079
Net Income (Loss) Per Common Stock Share:
Basic	$	(0.33	)	$	0.22		$	0.78		$	0.33
Diluted	(0.33		)	0.21			0.76			0.31

The sum of the quarterly net income (loss) per common stock share amounts does not equal the annual amount reported since per share amounts are computed independently for each quarter and for the full year based on respective weighted-average common shares outstanding and other dilutive potential common shares.

The Company's quarterly financial results are subject to seasonal fluctuations. Historically its second and third quarter financial results, which reflect periods of higher travel demand, are better than its first and fourth quarter financial results.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Management's Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), performed an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2014 , and provide reasonable assurance that the information required to be disclosed by the Company in reports it files under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

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Under the supervision and with the participation of our management, including our CEO and CFO, an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014 was conducted. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework). Based on their assessment, we concluded that, as of December 31, 2014 , the Company's internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. We reviewed the results of management's assessment with the Audit Committee of our Board of Directors.

The effectiveness of our internal control over financial reporting as of December 31, 2014 , has been audited by Ernst & Young LLP, the independent registered public accounting firm who also has audited the Company's consolidated financial statements included in this Annual Report on Form 10-K. Ernst & Young's report on the Company's internal control over financial reporting appears below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Hawaiian Holdings, Inc.

We have audited Hawaiian Holdings, Inc.'s internal control over financial reporting as of December 31, 2014 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Hawaiian Holdings, Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Hawaiian Holdings, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Hawaiian Holdings, Inc. as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2014 of Hawaiian Holdings, Inc. and our report dated February 9, 2015 expressed an unqualified opinion thereon.



/s/ ERNST & YOUNG LLP

Honolulu, Hawai'i

February 9, 2015

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ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this item is incorporated herein by reference from our definitive proxy statement relating to our 2015 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated herein by reference from our definitive proxy statement relating to our 2015 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item is incorporated herein by reference from our definitive proxy statement relating to our 2015 Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated herein by reference from our definitive proxy statement relating to our 2015 Annual Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated herein by reference from our definitive proxy statement relating to our 2015 Annual Meeting of Stockholders.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


(a)	Financial Statements and Financial Statement Schedules:

(1) Financial Statements of Hawaiian Holdings, Inc.

i. Report of Ernst & Young LLP, Independent Registered Public Accounting Firm.

ii. Consolidated Statements of Operations for the Years ended December 31, 2014 , 2013 and 2012 .

iii. Consolidated Statements of Comprehensive Income, December 31, 2014 , 2013 and 2012 .

iv. Consolidated Balance Sheets, December 31, 2014 and 2013 .

v. Consolidated Statements of Shareholders' Equity Years ended December 31, 2014 , 2013 and 2012 .

vi. Consolidated Statements of Cash Flows for the Years ended December 31, 2014 , 2013 and 2012 .

vii. Notes to Consolidated Financial Statements.

(2) Schedule of Valuation and Qualifying Accounts of Hawaiian Holdings, Inc.

The information required by Schedule I, "Condensed Financial Information of Registrant" has been provided in Note 16 to the consolidated financial statements. All other schedules have been omitted because they are not required.


(b)	Exhibits:

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2.1		Third Amended Joint Plan of Reorganization of Joshua Gotbaum, as Chapter 11 Trustee for Hawaiian Airlines, Inc., the Official Committee of Unsecured Creditors, HHIC, Inc., Hawaiian Holdings, Inc., and RC Aviation, LLC, dated as of March 11, 2005 (filed as Exhibit 2.01 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*

2.2		Order Confirming Third Amended Joint Plan of Joshua Gotbaum, as Chapter 11 Trustee for Hawaiian Airlines, The Official Committee of Unsecured Creditors, HHIC, Inc., the Company and RC Aviation, dated as of March 11, 2005, as amended (filed as Exhibit 2.02 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*
3.1		Amended and Restated Certificate of Incorporation of Hawaiian Holdings, Inc. (filed as Exhibit 3.1 to the Form S-1, File No. 333-129503, filed by Hawaiian Holdings, Inc. on November 7, 2005).*

3.2		Amended Bylaws of Hawaiian Holdings, Inc. (filed as Exhibit 3.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on November 7, 2007).*

4.1		Indenture, dated March 23, 2011, between Hawaiian Holdings, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

4.2		Supplemental Indenture, dated March 23, 2011, between Hawaiian Holdings, Inc. and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

4.3		Form of 5.00% Senior Convertible Note due 2016 (filed as Exhibit 4.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011 and incorporated by reference to Exhibit 4.2 thereto).*

10.1		Amendment No. 2 to Lease Agreement N475HA, dated September 30, 2004, between Wells Fargo Bank Northwest, National Association and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. also entered into Amendment No. 2 to Lease Agreement N476HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N477HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N478HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N479HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N480HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N481HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N484HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N485HA, dated September 30, 2004, Amendment No. 2 to Lease Agreement N486HA, dated September 30, 2004, and Amendment No. 2 to Lease Agreement N487HA, dated September 30, 2004, between Wells Fargo Bank, Northwest, National Association and Hawaiian Airlines, Inc. The amended leases are substantially identical to Amendment No. 2 to Lease Agreement N475HA, except with respect to the aircraft information and delivery dates. Pursuant to Regulation S-K Item 601, Instruction 2, these amendments were not filed.*

10.2		Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33421 (filed as Exhibit 1.5 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33422, a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33423, and a Lease Agreement, dated as of September 20, 2001, between AWMS I and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33424, which lease agreements are substantially identical to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed).*‡

10.3		Amendment No. 1 to Lease Agreement, dated November 6, 2002, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.4 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33422, Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33423, and Amendment No. 1 to Lease Agreement, dated as of November 6, 2002, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 33421, except with respect to aircraft information and delivery date, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*

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10.4		Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.5 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provision thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33422, Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33423, and Amendment No. 2 to Lease Agreement, dated as of May 7, 2003, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 2 to Lease Agreement 33421, except with respect to aircraft information, delivery date and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*‡

10.5		Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, by and between AWMS I and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33421 (filed as Exhibit 10.9 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. has also entered into Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33422, Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33423, and Amendment No. 3 to Lease Agreement, dated as of December 15, 2006, Manufacturer's Serial Number 33424, which amended lease agreements are substantially identical to Amendment No. 3 to Lease Agreement 33421, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*

10.6		Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24257 (filed as Exhibit 1.4 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24258, a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 25531, and a Lease Agreement, dated as of July 16, 2001, between International Lease Finance Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 24259, which lease agreements are substantially identical to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡

10.7		Amendment No. 1 to Lease Agreement, dated as of August 2003, between International Lease Finance Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 24257 (filed as Exhibit 10.6 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 24258, Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 25531, and Amendment No. 1 to Lease Agreement, dated as of August 2003, Manufacturer's Serial Number 24259, which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 24257, except with respect to aircraft information, delivery date and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*‡

10.8		Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33426 (filed as Exhibit 1.6 to the Form 10-Q filed by Hawaiian Airlines, Inc. on November 14, 2001, in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33427, a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33428, and a Lease Agreement, dated as of September 20, 2001, between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc. for one Boeing Model 767-33AER aircraft, Manufacturer's Serial Number 33429, which lease agreements are substantially identical to Lease Agreement 33426, except with respect to aircraft information, delivery date and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡

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10.9		Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.7 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 1 to Lease Agreement, dated as of October 24, 2002, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 1 to Lease Agreement 33466 (originally 33426), except with respect to aircraft information and delivery dates, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*

10.10		Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.8 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 22, 2005 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. has also entered into Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 2 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 2 to Lease Agreement 33466, except with respect to aircraft information, delivery dates and certain other information as to which the Company has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*

10.11		Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, by and between BCC Equipment Leasing Corporation and Hawaiian Airlines, Inc., Manufacturer's Serial Number 33466 (originally 33426) (filed as Exhibit 10.9 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 14, 2005). Hawaiian Airlines, Inc. has also entered into Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33427 (originally 33467) and Amendment No. 3 to Lease Agreement, dated as of September 30, 2004, Manufacturer's Serial Number 33428 (originally 33468), which amended lease agreements are substantially identical to Amendment No. 3 to Lease Agreement 33466 (originally 33426), except with respect to aircraft information and delivery date, and pursuant to Regulation S-K Item 601, Instruction 2, these amended lease agreements were not filed.*

10.12		Form of Hawaiian Holdings, Inc. Stock Option Agreement for certain employees and executive officers (filed as Exhibit 10.14 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+

10.13		Form of Hawaiian Holdings, Inc. Restricted Stock Agreement for certain employees and executive officers (filed as Exhibit 10.15 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+

10.13.1		Form of Hawaiian Holdings, Inc. Restricted Stock Unit Award Agreement for certain employees and executive officers (filed as Exhibit 10.15.2 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011).*+

10.13.2		Form of Hawaiian Holdings, Inc. Performance-Based Restricted Stock Unit Award Agreement for certain employees and executive officers (filed as Exhibit 10.15.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011).*+

10.14		Form of Hawaiian Holdings, Inc. Deferred Stock Unit Agreement for certain employees and executive officers (filed as Exhibit 10.16 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+

10.15		Form of Hawaiian Holdings, Inc. Award Agreement for directors (filed as Exhibit 10.17 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 25, 2009).*+

10.16		Hawaiian Holdings, Inc. 2005 Stock Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement on Schedule 14A as filed with the Commission on March 26, 2010, File No. 001-31443).*+

10.17		Hawaiian Holdings, Inc. 2006 Management Incentive Plan (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 6, 2006.*+

10.18		Employment Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and each of Hawaiian Holdings, Inc. and its wholly-owned subsidiary Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+

10.18.1		Amended and Restated Mark B. Dunkerley Employment Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and each of Hawaiian Holdings, Inc. and its wholly-owned subsidiary Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+

10.18.2		Type A Restricted Stock Award Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+

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10.18.3		Type A Restricted Stock Unit Award Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+

10.18.4		Type B Restricted Stock Award Agreement, dated as of May 25, 2010, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 1, 2010).*+

10.18.5		Type B Restricted Stock Unit Award Agreement, dated as of November 15, 2012, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on November 21, 2012).*+

10.19		Employment Agreement, dated as of November 18, 2005, between Hawaiian Airlines, Inc. and Peter R. Ingram (filed as Exhibit 10.24 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*+

10.19.1		First Amendment to Employment Agreement, dated as of November 2008, by and between Peter R. Ingram and Hawaiian Airlines, Inc. (filed as Exhibit 10.23 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009).*+

10.19.2		Second Amendment to Employment Agreement, dated as of April 6, 2009, by and between Peter R. Ingram and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 30, 2009).*+

10.20		Employment Agreement, dated as of July 11, 2005, between Hawaiian Airlines, Inc. and Barbara Falvey (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on May 9, 2007).*+

10.20.1		First Amendment to Employment Agreement, dated as of April 6, 2009, between Hawaiian Airlines, Inc. and Barbara Falvey (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 30, 2009).*+

10.21		Form of Hawaiian Holdings, Inc. Indemnification Agreement for directors and executive officers (filed as Exhibit 10.25 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011).*+

10.22		Form of Executive Severance Agreement entered into with each of Scott E. Topping (November 12, 2012), Ronald Anderson-Lehman (November 7, 2012), Barbara D. Falvey (November 7, 2012), Sean Menke (October 30, 2014)Charles R. Nardello (November 7, 2012), Glenn G. Taniguchi (November 19, 2012) and Hoyt H. Zia (November 7, 2012) (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on October 25, 2012).*+

10.23		Amended and Restated Credit Agreement, dated as of December 10, 2010, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.26 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 11, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.23.1		Amendment Number Two to Amended and Restated Credit Agreement, dated as of March 16, 2011, entered into by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto ("the Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 17, 2011).*

10.23.2		Amendment Number Three to Amended and Restated Credit Agreement, Waiver and Extension, dated as of June 28, 2011, entered into by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.4 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011).*

10.23.3		Amendment Number Four to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement, dated as of October 13, 2011, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., Airline Contract Maintenance and Equipment, Inc. and each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.26.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012).*

10.23.4		Amendment Number Five to Amended and Restated Credit Agreement and Waiver and Amendment Number Two to Amended and Restated Security Agreement, dated as of July 9, 2012, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., Airline Contract Maintenance and Equipment, Inc. and each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 26, 2012).*

10.23.5		Amendment Number Six to Amended and Restated Credit Agreement, dated as of January 31, 2013, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.23.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 8, 2013).*

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10.23.6		Amendment Number Seven to Amended and Restated Credit Agreement, dated as of December 31, 2013, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, LLC (successor by merger to Wells Fargo Capital Finance, Inc.), as agent for the Lenders (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on January 7, 2014).*

10.24		Amended and Restated General Continuing Guaranty, dated as of December 10, 2010, by Hawaiian Holdings, Inc. in favor of Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.27 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.25		Amended and Restated Security Agreement, dated as of December 10, 2010, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., those additional entities party thereto from time to time and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.28 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.26		Amended and Restated Engine and Spare Parts Security Agreement, dated as of December 10, 2010, by and between Hawaiian Airlines, Inc. and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.29 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.27		Consolidated, Supplemented, Amended and Restated Aircraft Security Agreement, dated as of December 10, 2010, by and between Hawaiian Airlines, Inc. and Wells Fargo Capital Finance, Inc., in its capacity as agent for the Lender Group and the Bank Product Providers (each as defined therein) (filed as Exhibit 10.30 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.28		Waiver, Extension, and Amendment under Credit Agreement, dated as of January 24, 2011, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., each of the lenders party thereto (the "Lenders") and Wells Fargo Capital Finance, Inc., as agent for the Lenders (filed as Exhibit 10.31 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.29		Registration Rights Agreement, dated as of June 1, 2005, by and between Hawaiian Holdings, Inc. and RC Aviation, LLC (filed as Exhibit 10.12 to the Form 8-K filed by Hawaiian Holdings, Inc. on June 7, 2005).*

10.30		Warrant, dated November 17, 2005, granted to RC Aviation, LLC (and subsequently distributed to its members) to purchase the Common Stock of Hawaiian Holdings, Inc. (filed as Exhibit 10.44 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*

10.31		Aircraft Purchase Agreement, dated as of February 16, 2006, by and among Wilmington Trust Company, not in its individual capacity but solely as owner trustee, Marathon Structured Finance Fund, L.P., and Hawaiian Airlines, Inc., relating to the purchase of three Boeing 767-332 aircraft bearing manufacturer's serial numbers 23275, 23277 and 23278 and FAA registration numbers N116DL, N118DL, and N119DL (filed as Exhibit 10.45 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*

10.32		Aircraft Purchase and Sale Agreement, dated as of February 24, 2006, by and between Wilmington Trust Company, not in its individual capacity but solely as owner trustee, and Hawaiian Airlines, Inc., relating to the purchase of one Boeing 767-332 aircraft bearing manufacturer's serial number 23276 and FAA registration number N117DL (filed as Exhibit 10.46 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 23, 2006).*

10.33		Purchase Agreement, dated as of December 21, 2006, by and between AWMS I, a Delaware statutory trust, and Hawaiian Airlines, Inc., relating to the purchase of one Boeing 767-300ER aircraft bearing manufacturer's serial number 28139 (filed as Exhibit 10.48 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. also entered into purchase agreements with AWMS I relating to the purchase of two Boeing 767-300ER aircraft bearing manufacturer's serial numbers 28140 and 28141, which purchase agreements are substantially identical to the purchase agreement related to the aircraft bearing manufacturer's serial number 28139, except with respect to the aircraft information, and pursuant to Regulation S-K Item 601, Instruction 2, these purchase agreements were not filed.*

10.34		Loan Agreement No. 28139, dated as of December 21, 2006, by and among Hawaiian Airlines, Inc., C.I.T. Leasing Corporation and such other lenders as may from time to time be party thereto. Hawaiian Airlines, Inc. also entered into Loan Agreement No. 28140 and Loan Agreement No. 28141 (filed as Exhibit 10.49 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007), which loan agreements are substantially identical to Loan Agreement No. 28139, and pursuant to Regulation S-K Item 601, Instruction 2, these loan agreements were not filed.*

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10.35		Security Agreement No. 28139, dated as of December 21, 2006, by and between Hawaiian Airlines, Inc. and C.I.T. Leasing Corporation (filed as Exhibit 10.50 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 16, 2007). Hawaiian Airlines, Inc. also entered into Security Agreement 28140 and Security Agreement 28141, which security agreements are substantially identical to Security Agreement 28139, and pursuant to Regulation S-K Item 601, Instruction 2, these security agreements were not filed.*

10.36		Airbus A330/A350XWB Purchase Agreement, dated as of January 31, 2008, between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.52 to the Form 10-K filed by Hawaiian Holdings, Inc. on March 3, 2008 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.1		Amendment No. 1 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on August 6, 2008 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.2		Amendment No. 2 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010).*

10.36.3		Amendment No. 3 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.3 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.4		Amendment No. 4 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.3 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.5		Amendment No. 5 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.4 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.6		Amendment No. 6 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.7		Amendment No. 7 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 26, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.36.8		Amendment No. 8 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc.‡

10.36.9		Amendment No. 9 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc.‡

10.36.10		Amended and Restated Letter Agreement No. 3 to the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.44.5 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 2, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.37		Lease Agreement N483HA, dated as of August 29, 2008, between Wells Fargo Bank Northwest, National Association, and Hawaiian Airlines, Inc. for one Boeing 717-200 aircraft (filed as Exhibit 10.45 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into a Lease Agreement N489HA, dated October 9, 2008, with Wells Fargo Bank Northwest, National Association, a Lease Agreement N490HA, dated December 1, 2008, with Wells Fargo Bank Northwest, National Association, and a Lease Agreement N488HA, dated December 22, 2008, with Wells Fargo Bank Northwest, National Association, each for one Boeing 717-200 aircraft, which leases are substantially identical to Lease Agreement N483HA, except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡

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10.38		Lease Agreement (Aircraft No. 2), dated as of October 21, 2008, between Pegasus Aviation Finance Company and Hawaiian Airlines, Inc. for one Airbus A330-200 aircraft (the "Pegasus Lease Agreement") (filed as Exhibit 10.46 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended) (Aircraft No. 2). Hawaiian Airlines, Inc. also entered into a Lease Agreement (Aircraft No. 1), dated as of October 21, 2008, with Pegasus Aviation Finance Company relating to the lease of a second Airbus A330-220 aircraft, the terms of which are substantially identical to the terms contained in the Pegasus Lease Agreement, except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this lease agreement was not filed.*‡

10.39		General Terms Agreement, dated as of October 27, 2008, between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc., relating to the purchase of Trent 772B engines (the "Rolls-Royce Agreement") (filed as Exhibit 10.47 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into an Agreement, dated as of October 27, 2008, between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. relating to the purchase of Trent XWB engines, the terms of which are substantially identical to the terms contained in the Rolls-Royce Agreement, except with respect to engine identification information and specifications, delivery dates and certain other information as to which Hawaiian Airlines, Inc. has requested confidential treatment and pursuant to Regulation S-K Item 601, Instruction 2, this agreement was not filed.*‡

10.39.1		Amendment #1 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.10 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 26, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.39.2		Amendment #2 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.11 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 26, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.39.3		Amendment #3 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.48.2 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.39.4		Amendment #4 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡

10.39.5		Amendment #5 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡

10.39.6		Amendment #6 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡

10.39.7		Amendment #7 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡

10.39.8		Amendment #8 to General Terms Agreement by and between Rolls- Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008.‡

10.40		Amendment #1 to the Side Letter Agreement Number One to General Terms Agreement by and between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.12 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on July 21, 2011).*‡

10.40.1		Amendment #2 to the Side Letter Agreement Number One to General Terms Agreement by and between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. dated October 27, 2008 (filed as Exhibit 10.49.1 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 9, 2012 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.41		Aircraft Lease Agreement, dated as of October 31, 2008, between C.I.T. Leasing Corporation and Hawaiian Airlines, Inc. for one Airbus A330-200 aircraft (filed as Exhibit 10.48 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

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10.42		Amendment No. 1 to Lease Agreement (Aircraft No. 2), dated as of November 10, 2008, between Pegasus Aviation Finance Company and Hawaiian Airlines, Inc. (filed as Exhibit 10.49 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.43		Amendment Number One to Aircraft Lease Agreement, dated as of November 10, 2008, between C.I.T. Leasing Corporation and Hawaiian Airlines, Inc. (filed as Exhibit 10.50 to the Form 10-K filed by Hawaiian Holdings, Inc. on February 26, 2009 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.44		Complete Fleet Services Agreement, dated as of December 14, 2009, between Delta Air Lines, Inc. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on April 27, 2010).*

10.45		Base Call Option Transaction Confirmation, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*

10.46		Base Call Option Transaction Confirmation, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*

10.47		Base Warrants Transaction Confirmation, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*

10.48		Base Warrants Transaction Confirmation, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 21, 2011).*

10.49		Additional Call Option Transaction, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.1 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

10.50		Additional Call Option Transaction, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

10.51		Additional Warrants Transaction, dated as of March 18, 2011, by and among Hawaiian Holdings, Inc., UBS AG, London Branch and UBS Securities LLC, solely as agent of UBS AG, London Branch (filed as Exhibit 10.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

10.52		Additional Warrants Transaction, dated as of March 18, 2011, by and between Hawaiian Holdings, Inc. and JPMorgan Chase Bank, National Association (filed as Exhibit 10.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on March 23, 2011).*

10.53		Loan Agreement [1217], dated as of April 6, 2011, by and among Hawaiian Airlines, Inc.; Natixis as administrative agent; Wells Fargo Bank Northwest, National Association, not in its individual capacity, except as expressly stated therein, as security trustee; Landesbank Hessen- Thüringen Girozentrale, KfW IPEX-Bank GmbH and Natixis Transport Finance, as joint lead arrangers; and any additional lenders from time to time party thereto (filed as Exhibit 10.1 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Loan Agreement [1295], dated as of June 29, 2011 by and among Landesbank Hessen-Thüringen Girozentrale, as administrative agent; Wells Fargo Bank Northwest, National Association, not in its individual capacity, except as expressly stated therein, as security trustee; Landesbank Hessen- Thüringen Girozentrale, KfW IPEX-Bank GmbH and Natixis Transport Finance, as lenders; and any additional lenders from time to time party thereto, which loan agreement is substantially identical to Loan Agreement [1217], except with respect to total principal amount and certain other information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this loan agreement was not filed.*‡

10.54		Purchase Agreement, dated as of June 27, 2011, by and among Wells Fargo Bank Northwest, National Association, solely as owner trustee of trusts beneficially owned by BCC Equipment Leasing Corporation and MDFC Spring Company, and Hawaiian Airlines, Inc. (filed as Exhibit 10.2 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

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10.55		Facility Agreement [Hawaiian 717-200 [55001]], dated as of June 27, 2011 by and between Hawaiian Airlines, Inc. and Boeing Capital Loan Corporation (filed as Exhibit 10.3 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Facility Agreement [Hawaiian 717-200 [55002]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55118]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55121]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55122]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55123]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55124]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55125]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55126]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55128]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55129]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55130]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55131]], dated as of June 27, 2011; Facility Agreement [Hawaiian 717-200 [55132]], dated as of June 27, 2011; and Facility Agreement [Hawaiian 717-200 [55151]], dated as of June 27, 2011, which facility agreements are substantially identical to Facility Agreement 55001, and pursuant to Regulation S-K Item 601, Instruction 2, these facility agreements were not filed.*‡

10.56		Lease Agreement 491HA, dated as of June 28, 2011, by and between Wells Fargo Bank Northwest, National Association, a national banking association organized under the laws of the United States of America, not in its individual capacity, but solely as owner trustee of a trust beneficially owned by BCC Equipment Leasing Corporation, and Hawaiian Airlines, Inc. (filed as Exhibit 10.5 to Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Lease Agreement 492HA, dated as of June 28, 2011; and Lease Agreement 493HA, dated as of June 28, 2011, which lease agreements are substantially identical to Lease Agreement 491HA, and pursuant to Regulation S-K Item 601, Instruction 2, these lease agreements were not filed.*‡

10.57		Facility Agreement [Hawaiian A330 [1259]], dated as of June 29, 2011, by and among Hawaiian Airlines, Inc.; Bank of Utah, as security trustee; and each of Norddeutsche Landesbank Girozentrale and BNP Paribas, as loan participants (filed as Exhibit 10.6 to the Form 10-Q/A filed by Hawaiian Holdings, Inc. on December 14, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Facility Agreement [Hawaiian A330 [1302]], dated as of June 29, 2011, which facility agreement is substantially identical to Facility Agreement [Hawaiian A330 [1259]], except with respect to certain information as to which Hawaiian Airlines, Inc. has been granted confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, this facility agreement was not filed.*‡

10.58		Contract Services Agreement, dated as of June 29, 2011, by and between Hawaiian Airlines, Inc. and Airline Contract Maintenance and Equipment, Inc. (filed as Exhibit 10.7 to the Form 10-Q filed by Hawaiian Holdings, Inc. on July 27, 2011 in redacted form since confidential treatment has been granted for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.59		Purchase Agreement (Aircraft No.1), dated as of October 14, 2011, by and among Wilmington Trust Company, a Delaware trust company, not in its individual capacity, but solely as Owner Trustee for the benefit of HKAC Leasing Limited, a private Irish limited company; HKAC Leasing Limited; and Hawaiian Airlines, Inc., a Delaware corporation (filed as Exhibit 10.68 to Form 10-K/A filed by Hawaiian Holdings, Inc. on May 30, 2012 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended). Hawaiian Airlines, Inc. also entered into Purchase Agreement (Aircraft No. 2) dated as of October 14, 2011 and Purchase Agreement (Aircraft No. 3) dated as of October 14, 2011, the terms of which are substantially identical to the terms of Purchase Agreement (Aircraft No 1), except with respect to aircraft identification information, delivery dates and certain other information as to which Hawaiian Airlines, Inc. had requested confidential treatment, and pursuant to Regulation S-K Item 601, Instruction 2, these purchase agreements were not filed.*‡

10.60		Type A Restricted Stock Unit Award Agreement, dated as of February 7, 2013, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.2 to form 10-Q filed by Hawaiian Holdings, Inc. on April 25, 2013).*+

10.61		Type B Restricted Stock Unit Award Agreement, dated as of February 7, 2013, by and between Mark B. Dunkerley and Hawaiian Holdings, Inc. (filed as Exhibit 10.3 to form 10-Q filed by Hawaiian Holdings, Inc. on April 25, 2013).*+

10.62		Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc. (filed as Exhibit 10.1 to Form 10-Q/A filed by Hawaiian Holdings, Inc. on October 17, 2013 in redacted form pursuant to a request for confidential treatment for certain provisions thereof pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended).*‡

10.62.1		Amendment #1 to Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc.‡

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10.62.2		Amendment #2 to Airbus A320 Family Purchase Agreement, dated as of March 18, 2013, between Airbus S.A.S. and Hawaiian Airlines, Inc.‡

10.63		Pass Through Trust Agreement, dated May 29, 2013, between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.64		Trust Supplement No. 2013-1A-O, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.2 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.65		Trust Supplement No. 2013-1A-S, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.3 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.66		Trust Supplement No. 2013-1B-O, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.4 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.67		Trust Supplement No. 2013-1B-S, dated as of May 29, 2013, between Wilmington Trust, National Association, as Trustee, and Hawaiian Airlines, Inc. to Pass Through Trust Agreement, dated as of May 29, 2013 (filed as Exhibit 4.5 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.68		Revolving Credit Agreement (2013-1A), dated as of May 29, 2013, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Natixis S.A., acting via its New York Branch, as liquidity provider (filed as Exhibit 4.6 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.69		Revolving Credit Agreement (2013-1B), dated as of May 29, 2013, between Wilmington Trust, National Association, as subordination agent, as agent and trustee, and as borrower, and Natixis S.A., acting via its New York Branch, as liquidity provider (filed as Exhibit 4.7 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.70		Intercreditor Agreement, dated as of May 29, 2013, among Wilmington Trust, National Association, as trustee, Natixis S.A., acting via its New York Branch, as liquidity provider, and Wilmington Trust, National Association, as subordination agent and trustee (filed as Exhibit 4.8 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.71		Deposit Agreement (Class A), dated as of May 29, 2013, between Wells Fargo Bank Northwest, National Association, as escrow agent, and Natixis S.A., acting via its New York Branch, as depositary (filed as Exhibit 4.9 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.72		Deposit Agreement (Class B), dated as of May 29, 2013, between Wells Fargo Bank Northwest, National Association, as escrow agent, and Natixis S.A., acting via its New York Branch, as depositary (filed as Exhibit 4.10 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.73		Escrow and Paying Agent Agreement (Class A), dated as of May 29, 2013, among Wells Fargo Bank Northwest, National Association, as escrow agent, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent (filed as Exhibit 4.11 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.74		Escrow and Paying Agent Agreement (Class B), dated as of May 29, 2013, among Wells Fargo Bank Northwest, National Association, as escrow agent, Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, for themselves and on behalf of the several Underwriters of the Certificates, Wilmington Trust, National Association, as trustee, and Wilmington Trust, National Association, as paying agent (filed as Exhibit 4.12 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.75		Note Purchase Agreement, dated as of May 29, 2013, among Hawaiian Airlines, Inc., Wilmington Trust, National Association, as trustee, Wilmington Trust, National Association, as subordination agent, Wells Fargo Bank Northwest, National Association, as escrow agent, and Wilmington Trust, National Association, as paying agent (filed as the Exhibit 4.13 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.76		Form of Participation Agreement (Participation Agreement between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as mortgagee, subordination agent and trustee) (Exhibit B to Note Purchase Agreement) (filed as Exhibit 4.14 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.77		Form of Indenture (Trust Indenture and Mortgage between Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as mortgagee and securities intermediary) (Exhibit C to Note Purchase Agreement) (filed Exhibit 4.15 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

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10.78		Form of Hawaiian Airlines Pass Through Certificate, Series 2013-1A-O (filed as Exhibit 4.16 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.79		Form of Hawaiian Airlines Pass Through Certificate, Series 2013-1B-O (filed as Exhibit 4.17 to the Form 8-K filed by Hawaiian Holdings, Inc. on May 31, 2013).*

10.80		Agreement dated December 11, 2013 by and among Hawaiian Holdings, Inc., Hirzel Capital Management LLC and Zac S. Hirzel. (filed as Exhibit 10.1 to the form 8-K filed by Hawaiian Holdings, Inc. on December 11, 2013).*

10.81		Credit and Guaranty Agreement dated as of November 7, 2014 among Hawaiian Airlines, Inc., Hawaiian Holdings, Inc., certain other subsidiaries of Hawaiian Holdings, Inc, the lenders party thereto and Citibank, N.A.‡

10.82		General Terms Agreement, dated as of December 17, 2014, between Rolls-Royce PLC, Rolls-Royce TotalCare Services Limited and Hawaiian Airlines, Inc. for Trent 7000 Engines.‡

12		Computation of ratio of earnings to fixed charges for the years ended December 31, 2014, 2013, 2012, 2011, and 2010.

21.1		List of Subsidiaries of Hawaiian Holdings, Inc.

23.1		Consent of Ernst & Young LLP.

31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Valuation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

+ These exhibits relate to management contracts or compensatory plans or arrangements.

* Previously filed; incorporated herein by reference.

‡ Confidential treatment has been requested for a portion of this exhibit.

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Schedule II—Hawaiian Holdings, Inc.

Valuation and Qualifying Accounts

Years Ended December 31, 2014 , 2013 and 2012



COLUMN A	COLUMN B		COLUMN C ADDITIONS			COLUMN D			COLUMN E
Description	Balance at Beginning of Year		(1) Charged to Costs and Expenses		(2) Charged to Other Accounts	Deductions			Balance at End of Year
	(in thousands)
Allowance for Doubtful Accounts
2014	$	101	593		—	(559	)	(a)	$	135
2013	$	371	292		—	(562	)	(a)	$	101
2012	$	630	185		—	(444	)	(a)	$	371
Allowance for Obsolescence of Flight Equipment Expendable Parts and Supplies
2014	$	12,801	2,193	(b)	—	(495	)	(c)	$	14,499
2013	$	10,963	2,471	(b)	—	(633	)	(c)	$	12,801
2012	$	8,824	2,388	(b)	—	(249	)	(c)	$	10,963

_______________________________________________________________________________


(a)	Doubtful accounts written off, net of recoveries.


(b)	Obsolescence reserve for Hawaiian flight equipment expendable parts and supplies.


(c)	Spare parts and supplies written off against the allowance for obsolescence.

Note, the Company did not have a tax valuation allowance for the years ended December 31, 2014 , 2013 and 2012 .

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	HAWAIIAN HOLDINGS, INC.
February 9, 2015	By	/s/ SHANNON L. OKINAKA
		Shannon L. Okinaka Senior Vice President, Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 9, 2015 .



Signature		Title

/s/ MARK B. DUNKERLEY		President and Chief Executive Officer, and Director (Principal Executive Officer)
Mark B. Dunkerley
/s/ SHANNON L. OKINAKA		Senior Vice President, Interim Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Shannon L. Okinaka
/s/ LAWRENCE S. HERSHFIELD		Chair of the Board of Directors
Lawrence S. Hershfield
/s/ GREGORY S. ANDERSON		Director
Gregory S. Anderson
/s/ ZAC S. HIRZEL		Director
Zac S. Hirzel
/s/ RANDALL L. JENSON		Director
Randall L. Jenson
/s/ BERT T. KOBAYASHI, JR.		Director
Bert T. Kobayashi, Jr.
/s/ TOMOYUKI MORIIZUMI		Director
Tomoyuki Moriizumi
/s/ SAMSON POOMAIHEALANI		Director
Samson Poomaihealani
/s/ CRYSTAL K. ROSE		Director
Crystal K. Rose
/s/ WILLIAM S. SWELBAR		Director
William S. Swelbar
/s/ DUANE E. WOERTH		Director
Duane E. Woerth
/s/ RICHARD N. ZWERN		Director
Richard N. Zwern

Amendment N°8

to the Airbus A330/A350XWB Purchase Agreement

Dated as of January 31, 2008

Between

AIRBUS S.A.S.

And

HAWAIIAN AIRLINES, INC.

This Amendment N°8 (hereinafter referred to as the “ Amendment ”), entered into as of May 1, 2013, between Airbus S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A350XWB Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments, including Amendment No. 1 dated as of June 26, 2008, Amendment No. 2 dated as of November 27, 2009, Amendment No. 3 dated as of March 3, 2010, Amendment No. 4 dated as of August 3, 2010, Amendment No. 5 dated as of November 22, 2010, Amendment No. 6 dated as of November 14, 2011 and Amendment No. 7 dated as of May 23, 2012 (collectively, the “ Agreement ”) relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement;

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

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein;

1. Amendment No.8.DOCX Page 1/4

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NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. DELIVERY SCHEDULE

1.1 One A330-200 Aircraft previously identified as Aircraft No. 15 with an A330-200 Scheduled Delivery Quarter of 4 ^th Quarter 2014 is rescheduled to become Aircraft No. 14 with an A330-200 Scheduled Delivery Quarter of 2 ^nd Quarter 2014.

1.2 The delivery schedule set forth in Clause 9.1.1 of the Agreement with respect to the A330-200 Aircraft is hereby deleted in its entirety and replaced with the following between the QUOTE and UNQUOTE:

QUOTE

Aircraft N°1* 2 ^nd Quarter 2011

Aircraft N°2 4 ^th Quarter 2011

Aircraft N°3 1 ^st Quarter 2012

Aircraft N°4* 2 ^nd Quarter 2012

Aircraft N°5 2 ^nd Quarter 2012

Aircraft N°6 1 ^st Quarter 2013

Aircraft N°7** 1 ^st Quarter 2013

Aircraft N°8 2 ^nd Quarter 2013

Aircraft N°9** 2 ^nd Quarter 2013

Aircraft N°10* 4 ^th Quarter 2013

Aircraft N°11 1 ^st Quarter 2014

Aircraft N°12** 1 ^st Quarter 2014

Aircraft N°13* 2 ^nd Quarter 2014

Aircraft N°14** 2 ^nd Quarter 2014

Aircraft N°15* 4 ^th Quarter 2014

Aircraft N°16* [**]

Aircraft N°17** [**]

Aircraft N°18** [**]

* Indicates an A330-200 [**] (Aircraft N°1 [**] pursuant to Amendment No. 3, Aircraft N°4, N°10, N°13, N°15 and N°16 [**] pursuant to Amendment No. 5)

** Indicates an A330-200 [**] (Aircraft N°17 [**] pursuant to Amendment No. 5, Aircraft N°7, N°9, N°12, N°14 and N°18 [**] pursuant to Amendment No. 6)

UNQUOTE

1. Amendment No.8.DOCX Page 2/4

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Confidential

1.3 The A330-200 Aircraft identified in Clause 9.1.1 of the Agreement (as amended by this Amendment) as Aircraft N°14 and with a 2 ^nd Quarter 2014 A330-200 Scheduled Delivery Quarter will have a Scheduled Delivery Month of June 2014. The Scheduled Delivery Months for Aircraft N°1 through Aircraft N°13 are April 2011, October 2011, March 2012, April 2012, May 2012, Feb 2013, March 2013, April 2013, June 2013, November 2013, January 2014, February 2014 and April 2014, respectively.

2. [**]

3. EFFECT OF THE AMENDMENT

3.1 The provisions of this Amendment are binding on both parties upon execution hereof and payment of the Predelivery Payments as set forth in paragraph 2 above. The Agreement will be deemed to be amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

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

4. CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.9 of the Agreement.

5. COUNTERPARTS

This Amendment may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument.

1. Amendment No.8.DOCX Page 3/4

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Confidential

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

Very truly yours,

AIRBUS S.A.S.

By: /s/ Patrick de Castelbajac

Name: Patrick de Castelbajac

Title: Vice President Contracts

Accepted and Agreed

Hawaiian Airlines, Inc.

By: /s/ SCOTT TOPPING

Name: SCOTT TOPPING

Title: Executive Vice President,

Chief Financial Officer & Treasurer

1. Amendment No.8.DOCX Page 4/4

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Confidential

Amendment N°9

to the Airbus A330/A350XWB Purchase Agreement

Dated as of January 31, 2008

Between

AIRBUS S.A.S.

And

HAWAIIAN AIRLINES, INC.

This Amendment No. 9 (hereinafter referred to as the “ Amendment ”) is entered into as of December 17, 2014, between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A350XWB Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments (collectively, the " Agreement ") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

HAL - Amendment N°9 to the Airbus A330/A350XWB Purchase Agreement Page 1 /14

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

AIRBUS S.A.S. & HAWAIIAN AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL


0.	DEFINITIONS

Capitalized terms used herein and not otherwise expressly defined in this Amendment shall have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment.

The Agreement is hereby amended as follows:


(a)	Other than with respect to Letter Agreement No. 17 to the Agreement, Clause 22.11 of the Agreement, and Clause 1 herein, the terms “A350XWB-800” and “A350XWB-900”, and all provisions relating thereto (but only to the extent relating to the A350XWB), shall be deleted from the Agreement wherever they appear.


(b)	From the date of this Amendment, the Airbus A330/A350XWB Purchase Agreement dated as of January 31, 2008 shall hereafter be named the Airbus A330/A330neo Purchase Agreement dated as of January 31, 2008. Any and all letter agreements, amendments or other documents executed contemporaneously with this Amendment shall reflect this naming change.


(c)	The following terms shall be added to the extent they are new, or amended and restated in their entirety to read as follows to the extent they previously existed in the Agreement:

A330-800neo Aircraft means an A330-200 type aircraft incorporating the New Engine Option Changes, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A330neo Aircraft means any or all of the six (6) firm A330 type aircraft incorporating the New Engine Option Changes, for which the delivery schedule is set forth in Clause 9.1.1, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A330neo Airframe means any A330neo Aircraft, excluding the Propulsion Systems thereof.

A330neo Propulsion Systems – as defined in Clause 2.2.

A330neo Revision Service Period – as defined in Clause 14.5.

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Confidential

AIRBUS S.A.S. & HAWAIIAN AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL

A330neo Specification - the A330neo Standard Specification as amended by the SCNs set forth in Exhibit B4 hereto and as may be further amended or modified in accordance with this Agreement.

A330neo Standard Specification – as defined in Clause 2.1.2.3.1.

AACS – Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its office at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, or any successor thereto. AACS is the successor in interest of ANACS, and therefore any reference to ANACS in the Agreement shall be replaced by a reference to AACS.

Aircraft means any or all of the A330-200 Aircraft or A330neo Aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, as applicable.

Airframe means the A330-200 Airframe or the A330neo Airframe, as applicable.

Development Changes - as defined in Clause 2.1.5.

Final Contract Price – as defined in Clause 3.

Manufacturer Specification Change Notice or MSCN - as defined in Clause 2.1.7.1.

NEO Specification Freeze – as defined in Clause 2.1.2.3.1.

New Engine Option or NEO – as defined in Clause 2.1.2.3.1.

New Engine Option Changes – as defined in Clause 2.1.2.3.1.

Propulsion Systems means individually or collectively the A330-200 Propulsion Systems and the A330neo Propulsion Systems, as applicable.

Revision Service Period – the A330-200 Revision Service Period or the A330neo Revision Service Period, as applicable.

Scheduled Delivery Quarter – as defined in Clause 9.1.2.

Seller NEO Price Revision Formula - the price revision formula set forth in Exhibit G3.

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Confidential

AIRBUS S.A.S. & HAWAIIAN AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL

Sharklets means a new large wingtip device, designed to enhance the eco-efficiency and payload range performance of the A330neo aircraft type, and which are fitted on the A330neo Aircraft and are part of the New Engine Option Changes.

Specification – the applicable Specification for the relevant Aircraft (A330-200 Specification for the A330-200 Aircraft, or A330neo Specification for the A330neo Aircraft).

Specification Change Notice or SCN – as defined in Clause 2.1.4.

Standard Specification means individually or collectively the A330-200 Standard Specification and the A330neo Standard Specification.


1.	SCOPE

The Buyer and the Seller wish to convert the Buyer’s existing order for A350-800XWB aircraft under the Agreement into the six (6) A330neo Aircraft pursuant to the terms of this Amendment. [**]


2.	SPECIFICATION

Clause 2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

2.1 Aircraft Specification

2.1.1 A330-200 Aircraft Specification


2.1.1.1	The A330-200 Aircraft shall be manufactured in accordance with the A330-200 Standard Specification(s), as may already be modified or varied at the date of this Agreement by the Specification Change Notices listed in Appendix 1 to Exhibit A.


2.1.1.2	A330-200 Aircraft Design Weights

In line with the Specification applicable to the A330-200 Aircraft, the following design weights (Maximum Take-off Weight (“ MTOW ”) Maximum Landing Weight (“ MLW” ) and Maximum Zero Fuel Weight (“ MZFW ”)) are selected and applicable to the A330-200 Aircraft:

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Aircraft Type	MTOW	MLW	MZFW
A330-200	[**]	[**]	[**]

2.1.2 A330neo Aircraft Specification


2.1.2.1	The A330neo Aircraft shall be manufactured in accordance with the A330neo Standard Specification as set forth in Clause 2.1.2.3.1 hereunder.

2.1.2.2 A330neo Aircraft Standard Specification

The A330neo Aircraft specification is currently based on a combination of the respective A330 Standard Specification(s) and the New Engine Option Changes as set out in Clause 2.1.2.3 below.

2.1.2.3 New Engine Option

2.1.2.3.1

The Seller is currently developing a new engine option (the " New Engine Option " or " NEO "), applicable to the A330 type aircraft. The specification of A330-800neo Aircraft shall be derived from the current A330-200 standard specification [**] and include the new sole source A330neo Propulsion Systems, as set forth in Clause 2.2 below, and Sharklets, as well as wing span extension, aerodynamic adaptations of the wing and wing-to-fuselage junction, required airframe structural modifications and aircraft systems and software adaptations required to operate such A330neo Aircraft (collectively the “ New Engine Option Changes ”).

The implementation of these New Engine Option Changes [**] shall be reflected in the first issue of the A330neo aircraft standard specification (the “ A330neo Standard Specification ”) when the design of such A330neo aircraft type shall have been frozen (the “ NEO Specification Freeze ”).

The Buyer acknowledges and agrees that certain options from the currently available Option Catalogues or set forth in Appendix 1 to Exhibit A hereto may not be applicable or certified for the A330neo Aircraft.

2.1.2.3.2 A330neo Aircraft Weights

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The New Engine Option Changes shall modify the basic design weights of the A330 Standard Specification, as set forth in paragraph § 03-20.01.00 thereof, as follows:



	A330-800neo
MTOW	[**]
MLW	[**]
MZFW	[**]

[**]

The estimated basic Manufacturer’s Weight Empty (“ MWE ”) of the A330 Standard Specification, as set forth in paragraph § 13-10.01.00 thereof, shall be modified by the New Engine Option Changes as follows:

A330-800neo

[**]

It is agreed and understood that all of the weights set forth in this Clause 2.1.2.3.2 are current development targets and may be updated upon NEO Specification Freeze.


2.1.2.4	Upon its issuance, the A330neo Standard Specification shall automatically supersede the combination of the A330 Standard Specification and the New Engine Option Changes. The A330neo Aircraft shall be manufactured in accordance with Issue 1 of the A330neo Standard Specification.

2.1.3 Specification Amendment

The Seller and Buyer understand and agree that the applicable Specifications may be amended following signature of this Agreement in accordance with the terms of this Clause 2.

2.1.4 Specification Change Notice

Each Specification may be amended by written agreement between the Seller and Buyer in a Specification Change Notice (“ SCN ”). Each SCN shall be substantially in the form set out in Exhibit B1 and shall set out such SCN’s scope of implementation and shall also set forth, in detail, the particular

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change to be made to the Specification and the effect, if any, of such change on design, performance, weight, or Scheduled Delivery Month of the Aircraft affected thereby, two-way interchangeability or replaceability requirements of the Specification. A SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment if any, shall be specified in the SCN.

2.1.5 Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“ Development Changes ”).

2.1.6 Customization Milestones Chart

No later than [**] before the first A330-200 Aircraft Delivery with regard to the A330-200 Aircraft and no later than [**] before the first A330neo Aircraft Delivery with regard to the A330neo Aircraft, the Seller shall provide the Buyer with a customization milestones chart (the “ Customization Milestones Chart ”) setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogue of Specification change options (the “ Options Catalogue ”). All such items requested by the Buyer must be by the date of implementation of the SCN certified for incorporation into the Aircraft.

Included on the Customization Milestones Chart shall be the date by which the contractual definition of the Aircraft must be finalized and all relevant SCNs executed (the “ Contractual Definition Freeze ” or “ CDF ”), in order to assure delivery of the Aircraft in the Scheduled Delivery Month. Such date shall be referred to as the “ CDF Date .”

2.1.7 Manufacturer Specification Changes Notices

2.1.7.1

The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“ MSCN ”), which shall be provided to the Buyer and shall be substantially in the form set out in Exhibit B2 hereto and shall set out in detail the particular change to be made to the Specification and the effect, if any, of such change on performance, weight, Base Price, Delivery Date of the Aircraft affected thereby and two-way interchangeability, replaceability or intermixability requirements under the Specification.

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2.1.7.2

Except when the MSCN is necessitated by an Aviation Authority Directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price, Delivery Date of the Aircraft affected thereby or the [**] interchangeability, replaceability [**] requirements under the Specification, the Seller shall notify the Buyer of a reasonable period of time during which the Buyer must accept or reject such MSCN. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.


2.1.7.3	In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in 2.1.7.2 above, such revision shall be performed by the Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld.


2.1.7.4	[**]

2.2 Propulsion Systems

2.2.1 A330 Propulsion Systems

The A330-200 Aircraft shall be equipped with a set of Rolls-Royce Trent 772B EP engines, including standard equipment, nacelles and thrust reversers (the “ A330-200 Propulsion Systems ”).

2.2.2 A330neo Propulsion Systems

The A330neo Aircraft shall be equipped with a set of Rolls-Royce Trent 7000 engines (the “ A330neo Propulsion Systems ”), with an Airbus Equivalent Thrust (AET) of [**].

It is agreed and understood that the above thrust rating may be updated at any time until NEO Specification Freeze.

The above-mentioned A330neo Propulsion Systems designation is based upon information received from the A330neo Propulsion Systems manufacturer and remains subject to any modification that might be imposed

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by the A330neo Propulsion Systems manufacturer on the Seller and/or the Buyer.

UNQUOTE


3.	BASE PRICE OF THE A330neo AIRCRAFT

Clauses 3.3 and 3.4 of the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE

3.3 Base Price of the A330neo Aircraft

3.3.1 The Base Price of the A330neo Aircraft is the sum of:


(i)	[**]


3.4	Final Contract Price of the A330neo Aircraft

The Final Contract Price of each A330neo Aircraft shall be the sum of:

[**]

UNQUOTE


4.	PRICE REVISION

Clause 4.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

4.1 Seller Price Revision Formula

The Base Price of the Airframe and the price of SCNs relating to the Airframe for the A330-200 Aircraft are subject to revision up to and including the Delivery Date in accordance with the Seller Price Revision Formula.

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The Base Price of the A330neo Aircraft and the price of SCNs relating to the A330neo Aircraft are subject to revision up to and including the Delivery Date in accordance with the Seller NEO Price Revision Formula.

UNQUOTE


5.	DELIVERY SCHEDULE


5.1	Clause 9.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

9.1 Delivery Schedule


9.1.1	Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the A330-200 Aircraft Ready for Delivery at the Delivery Location within the following Scheduled Delivery Months:

A330-200 Aircraft N°1* April 2011

A330-200 Aircraft N°2 October 2011

A330-200 Aircraft N°3 March 2012

A330-200 Aircraft N°4* April 2012

A330-200 Aircraft N°5 May 2012

A330-200 Aircraft N°6 February 2013

A330-200 Aircraft N°7** March 2013

A330-200 Aircraft N°8 April 2013

A330-200 Aircraft N°9** June 2013

A330-200 Aircraft N°10* November 2013

A330-200 Aircraft N°11 January 2014

A330-200 Aircraft N°12** February 2014

A330-200 Aircraft N°13* April 2014

A330-200 Aircraft N°14** June 2014

A330-200 Aircraft N°15* October 2014

A330-200 Aircraft N°16* [**]

A330-200 Aircraft N°17** [**]

A330-200 Aircraft N°18** [**]

*Indicates an A330-200 [**] (Aircraft N ^o 1 [**] pursuant to Amendment No. 3, Aircraft N ^o 4, N ^o 10, N ^o 13, N ^o 15 and N ^o 16 [**] pursuant to Amendment No. 5).

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**Indicates an A330-200 [**] (Aircraft N ^o 17 [**] pursuant to Amendment No. 5, Aircraft N ^o 7, N ^o 9, N ^o 12, N ^o 14 and N ^o 18 [**] pursuant to Amendment No. 6).

Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the A330neo Aircraft Ready for Delivery at the Delivery Location within the following semesters:

A330-800neo Aircraft N°1 [**]

A330-800neo Aircraft N°2 [**]

A330-800neo Aircraft N°3 [**]

A330-800neo Aircraft N°4 [**]

A330-800neo Aircraft N°5 [**]

A330-800neo Aircraft N°6 [**]

9.1.2

The Seller shall communicate to the Buyer the scheduled delivery quarter of each A330neo Aircraft (each a “ Scheduled Delivery Quarter ”) no later than [**]. The Seller shall communicate to the Buyer the scheduled delivery month of each Aircraft (each a “ Scheduled Delivery Month ”) [**] before the first day of the Scheduled Delivery Quarter of the respective Aircraft. Subject to the then industrial and commercial constraints of the Seller, the Seller shall communicate to the Buyer the Scheduled Delivery Month of the respective Aircraft [**]. The Seller shall give the Buyer at least [**] written notice of the anticipated date on which the Aircraft shall be Ready for Delivery. Such notice shall also include the starting date and the planned schedule of the Technical Acceptance Process set forth in Clause 8. Thereafter the Seller shall notify the Buyer of any change to such dates.

UNQUOTE


5.2	Clause 9 of the Agreement is amended to add the following quoted text:

QUOTE

9.4 A330neo Industrialization

[**]

UNQUOTE

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6.	EXHIBITS TO THE AGREEMENT

Exhibits A2 and F2 to the Agreement are deleted in their entirety.

Exhibit B4 to the Agreement is deleted in its entirety and replaced with Appendix 1 hereto.

Exhibit C to the Agreement is deleted in its entirety and replaced with Appendix 2 hereto.

The form of Exhibit D shall remain applicable to A330-200 Aircraft and shall also apply to A330neo Aircraft.

Exhibit F1 to the Agreement is deleted in its entirety and replaced with Appendix 3 hereto.

Appendix 4 hereto is added to the Agreement as Exhibit G3.


7.	EFFECT OF THE AMENDMENT

7.1

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

7.2

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


8.	CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.9 of the Agreement.


9.	COUNTERPARTS

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This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

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AIRBUS S.A.S. & HAWAIIAN AIRLINES, INC. - PROPRIETARY AND CONFIDENTIAL

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

Very truly yours,

AIRBUS S.A.S.

By: /s/John J. Leahy

Name: John J. Leahy

Title: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

By: /s/Mark B. Dunkerley

Name: Mark B. Dunkerley

Title: President and CEO

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APPENDIX 2

EXHIBIT C

SELLER SERVICE LIFE POLICY

ITEMS COVERED


1	The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.

[**]

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APPENDIX 3

EXHIBIT F1

A330 Aircraft & A330neo Aircraft TECHNICAL DATA & SOFTWARE

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APPENDIX 3

EXHIBIT F1

TECHNICAL DATA & SOFTWARE

Where applicable, data shall be established in general compliance with the ATA 100 Information Standards for Aviation Maintenance and the applicable provisions for digital standard of ATA Specification 2200 (iSpec2200).

The Seller shall provide the Buyer with the following Technical Data (or such other equivalent Technical Data as may be applicable at the time of their provision to the Buyer).

[**]

- [**]


1.1-	Format of Data

The Flight Operations Data Package shall be available on-line through the Seller’s customer portal AirbusWorld in eXtensible Mark-up Language (XML), for downloading and further data processing and customization, and/or in Portable Document Format (PDF), as applicable.

In addition, the Seller shall make available [**] in paper format.

Upon the Buyer’s request, a back-up copy of the manuals of the Flight Operations Data Package may be provided off-line on CD or DVD.


1.2-	Availability Schedule

The Airbus Flight Operations Data Package, reflecting the Buyer’s Aircraft configuration, shall be available to the Buyer [**] before the Scheduled Delivery Month of the first Aircraft.

A preliminary customized MMEL shall be available [**] prior to the Scheduled Delivery Month of the first Aircraft.

The final issue of WBM and FM shall be made available at the time of each Aircraft Delivery.


2-	Airbus Maintenance Technical Data Package

The Airbus Maintenance Technical Data Package encompasses the following customized maintenance data required for on-aircraft maintenance to ensure the continued airworthiness of the Aircraft:

[**]


2.1-	Format of Data

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APPENDIX 3

EXHIBIT F1

The Airbus Maintenance Technical Data Package shall be available in the Airn@v/Maintenance module of the AirN@v software and shall be accessible on-line through the Seller’s customer portal AirbusWorld.

In addition, if so requested by the Buyer, the corresponding raw data in Standard Generalized Mark-up Language (SGML) format shall also be made available for download from the Seller’s customer portal AirbusWorld.

Upon the Buyer’s request, a back-up copy of the data of the Airbus Maintenance Technical Data Package may be provided off-line on CD or DVD.


2.2-	Availability Schedule

The Airbus Maintenance Technical Data Package, reflecting the Buyer’s Aircraft configuration, shall be available to the Buyer [**] the Scheduled Delivery Month of the first Aircraft.

Upon the Buyer’s request, where applicable, preliminary customized maintenance data may be available [**] to the Scheduled Delivery Month of the first Aircraft.


3-	Non-customized Technical Data

Non-customized Technical Data, provided as part of the Maintenance Technical Data Package, shall be made available to the Buyer either in the corresponding Airn@v software module, as detailed in Clause 14.9 of the Agreement, or in PDF format, as applicable.

The Technical Data belonging to each AirN@v module and/or available in PDF format shall be as listed in the Seller’s Customer Services Catalog current at the time of the delivery of the Technical Data.

Non-customized Technical Data shall be made available to the Buyer in accordance with a schedule to be mutually agreed between the Buyer and Seller [**] to the Scheduled Delivery Month of the first Aircraft.


4-	Additional Technical Data


4.1	In addition to the Flight Operations Data Package and the Maintenance Technical Data Package, the Seller shall provide, at Delivery of each Aircraft:

- on-line access to the Aircraft mechanical drawings that cover installation of structure and systems fitted on the Buyer’s Aircraft at Delivery.

- on-line access to the Electrical Load Analysis (ELA), in a format allowing further updating by the Buyer.


4.2	Within [**] the Delivery of each Aircraft, the Seller shall provide:

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APPENDIX 3

EXHIBIT F1

• the weighing report, for integration into the WBM by the Buyer.

Note: The weighing report is incorporated into the cockpit WBM at the time of aircraft delivery after the aircraft has been weighed.

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APPENDIX 3

EXHIBIT F1

SCHEDULE A

[**]

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APPENDIX 4

EXHIBIT G3

SELLER NEO PRICE REVISION FORMULA


1.	BASE PRICE

[**]


2.	BASE PERIOD

[**]


3.	INDEXES

[**]


4.	REVISION FORMULA

[**]


5.	GENERAL PROVISIONS

[**]


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AMENDED AND RESTATED LETTER AGREEMENT NO. 2

Hawaiian Airlines, Inc.

Re: Specification Matters

Ladies and Gentlemen,

This amended and restated Letter Agreement No. 2 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the " Agreement ") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 2 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “ Original Letter Agreement ”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**]

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2.	ASSIGNMENT

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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AMENDED AND RESTATED LETTER AGREEMENT NO. 3

Hawaiian Airlines, Inc.

Re: Flexibility

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 3 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into the Amended and Restated Letter Agreement No. 3 to the Agreement dated as of November 22, 2010, as amended (the “ Original Letter Agreement ”), setting forth certain terms and conditions regarding the sale of the Aircraft.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

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1.	DEFINITIONS

[**]

A330-800neo [**] Aircraft - up to [**] A330neo aircraft [**] that may be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the applicable Propulsion Systems.

[**]


6.	ASSEMBLY LINE REACTIVATION

Nothing contained in this Letter Agreement shall force the Seller to either (i) reactivate the final assembly line of any aircraft or (ii) maintain in activity the final assembly line of any aircraft solely for the Buyer.


7.	ASSIGNMENT

[Remainder of page intentionally left blank. Signature page follows.]

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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AMENDED AND RESTATED LETTER AGREEMENT NO. 4

Hawaiian Airlines, Inc.

Re: Miscellaneous

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 4 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 4 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “ Original Letter Agreement ”).

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

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0.	DEFINITIONS

Notwithstanding Clause 0 of the Agreement, the following terms shall have the following meanings for all purposes of the Agreement:

[**]

Certificate of Sanitary Construction - means a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration, or any equivalent successor certificate thereto.

Goods and Services - any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller or its designee under this Agreement or any related agreement.

[**]

Standard Airworthiness Certificate - a Standard Airworthiness Certificate issued pursuant to Part 21 of the Federal Aviation Regulations, or any equivalent successor certificate.

Warranty Period - as defined in 12.1.3.


1.	RESERVED


2.	SPECIFICATION

Clause 2.1.7 of the Agreement is supplemented by the following quoted provision:

QUOTE


2.1.7.5	[**]

UNQUOTE

3. RESERVED


4.	PRICE REVISION

[**]


5.	PAYMENT TERMS

Clauses 5.2.1, 5.2.2 and 5.2.3 of the Agreement are cancelled and replaced with the

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following quoted provisions:

QUOTE

[**]

UNQUOTE

Clauses 5.5.2, 5.5.3, 5.6, 5.7, 5.8, 5.8.1, and 5.8.2 of the Agreement are cancelled and replaced with the following quoted provisions:

QUOTE

5.5.2

Except as provided in Clause 5.5.1, the Seller shall pay all Taxes, levied, assessed, charged or collected, on or prior to Delivery of any Aircraft, for or in connection with the manufacture, acquisition of any component, accessory, equipment or part delivered or furnished under this Agreement, or assembly, sale and delivery to the Buyer under this Agreement of such Aircraft or any parts, instructions or data installed thereon or incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).

5.5.3

The Buyer shall pay all Taxes not assumed by the Seller under Clause 5.5.2, including, but not limited to any duties or taxes due upon or in relation to the importation of the Aircraft into the Buyer’s country and/or any withholding taxes or deductions levied or required in the Buyer’s country with respect to the payment to the Seller of any amount due from the Buyer hereunder, except for Taxes based on or measured by the income of the Seller or any Taxes levied against the Seller for the privilege of doing business in any jurisdiction.

"Taxes" means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.


5.6	Application of Payments

Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount (whether under this Agreement or under any other agreement between a [**] on the one hand and the [**] on the other hand, and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by any [**], and not be paid in full in immediately available funds on the date due, [**] and the Seller has provided the Buyer at least five (5) days advance written notice, then the Seller shall have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer against such unpaid amount. The Seller shall promptly notify the Buyer in writing

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after such debiting and application, and the Buyer shall immediately pay to the Seller the amount required to comply with Clause 5.2.3.


5.7	Setoff Payments

Notwithstanding anything to the contrary contained herein, before being required to make any payments to the Buyer, the Seller shall have the right to deduct from any such payments an amount equal to any other amounts due and owing by any Buyer Party to the Seller or any Affiliate thereof under any agreement between a Buyer Party and the Seller or any of its Affiliates.


5.8	Overdue Payments

5.8.1

Except if otherwise agreed, if any payment due the Seller is not received by the Seller on the date or dates due, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller on receipt of such claim, interest at the rate of [**] on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller's right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.

UNQUOTE


6.	RESERVED


7.	CERTIFICATION

Clause 7.1 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE


7.1	Type Certification

The A330-200 Aircraft have been, and the A330neo Aircraft will be, prior to Delivery, type certificated under EASA procedures for joint certification in the transport category. The Seller shall obtain or cause to be obtained an FAA type certificate (the "Type Certificate") for the A330-200 Aircraft and the A330neo Aircraft prior to Delivery to allow the issuance of the Export Certificate of Airworthiness.

UNQUOTE

Clause 7.3.3 of the Agreement is cancelled and replaced with the following quoted provisions:

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QUOTE

[**]


(ii)	[**]

UNQUOTE


8.	TECHNICAL ACCEPTANCE

Clause 8.1.1 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

8.1.1

Prior to Delivery, the Aircraft shall undergo a technical acceptance process developed by the Seller (the " Technical Acceptance Process "). Successful completion of the Technical Acceptance Process shall demonstrate the satisfactory functioning of the Aircraft and shall be deemed to demonstrate compliance with the Specification. Should the Aircraft fail to complete the Technical Acceptance Process satisfactorily, the Seller shall without hindrance from the Buyer be entitled to carry out any necessary changes to make the Aircraft compliant and, as soon as practicable thereafter, resubmit the Aircraft to the Technical Acceptance Process to the extent necessary to demonstrate full compliance with the requirements of the Technical Acceptance Process. Any changes to the length (i.e. number of days) of the Technical Acceptance Process will be subject to the mutual agreement of the Buyer and the Seller.

[**]

UNQUOTE

Clause 8.2.3 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

8.2.3

If the Buyer does not attend or fails to cooperate in the Technical Acceptance Process, the Seller shall be entitled to complete the Technical Acceptance Process in compliance with Clause 8.1 without the Buyer's attendance, and provided that the Technical Acceptance Process is completed successfully and that the Seller so represents to the Buyer, the Buyer shall be deemed to have accepted that the Technical Acceptance Process has been completed, in all respects.

UNQUOTE

Clause 8.5 of the Agreement is cancelled and replaced with the following quoted provisions:

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QUOTE


8.5	Aircraft Utilization

[**]

UNQUOTE


9.	DELIVERY

Clause 9.1 of the Agreement is supplemented by the following quoted provision:

QUOTE


9.1.3	[**]

UNQUOTE

Clause 9.2.3 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

9.2.3

If the Buyer fails to (i) deliver the signed Certificate of Acceptance to the Seller on or before the Delivery Date, provided that the Aircraft has successfully completed the Technical Acceptance Process or (ii) pay the Balance of the Final Contract Price for the Aircraft to the Seller on the Delivery Date, then the Buyer shall be deemed to have rejected Delivery wrongfully when the Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, the Seller shall retain title to the Aircraft and the Buyer shall indemnify and hold the Seller harmless against any and all [**] costs (including but not limited to any parking, storage, and insurance costs [**]). The Seller shall be under no duty to the Buyer to store, park, or otherwise protect the Aircraft, [**] These rights of the Seller shall be in addition to the Seller’s other rights and remedies in this Agreement.

UNQUOTE

Clause 9.3 is supplemented by the following quoted provision:

QUOTE


9.3.3	[**]

UNQUOTE


10.	EXCUSABLE DELAY AND TOTAL LOSS

Clause 10 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE


10.1	Scope of Excusable Delay

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Neither the Seller nor any Affiliate of the Seller, shall be responsible for or be deemed to be in default on account of delays in Delivery of the Aircraft or failure to deliver or otherwise in the performance of its other obligations under this Agreement or any part hereof but only to the extent that such delay is due to causes beyond the Seller's, or any Affiliate’s control and not occasioned by the Seller's or any Affiliate’s, fault or negligence ("Excusable Delay"), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; total or constructive total loss; compliance with any [**] law, decision, regulation, directive or other act of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification after due and timely diligence; inability after due and timely diligence to procure materials, accessories, equipment or parts; or failure of a subcontractor or Supplier [**] to furnish materials, components, accessories, equipment or parts (despite Seller’s commercially reasonable efforts to procure alternative solutions); (ii) [**] and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, the [**] or Buyer Furnished Equipment [**].


10.2	Consequences of Excusable Delay


10.2.1	If an Excusable Delay occurs the Seller shall


(i)	notify the Buyer of such Excusable Delay as soon as practicable after becoming aware of the same;


(ii)	not be deemed to be in default in the performance of its obligations hereunder as a result of such Excusable Delay;


(iii)	not be responsible for any damages arising from or in connection with such Excusable Delay suffered or incurred by the Buyer;


(iv)	as soon as practicable after the removal of the cause of such Excusable Delay resume performance of its obligations under this Agreement and in particular shall notify the Buyer of the revised Scheduled Delivery Month, and


(v)	shall take all reasonable steps within its control to reduce the effect of any delay.

[**]

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10.3	Termination on Excusable Delay

10.3.1

If any Delivery is delayed as a result of one or more Excusable Delays for a period of more than [**] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft, by giving written notice to the other party within [**] and following such termination, the parties shall have no further rights or obligations with respect to such affected Aircraft, [**]. Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.3.1if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer or its representatives.

10.3.2

If the Seller advises the Buyer in its notice of a revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there shall be a delay in Delivery of an Aircraft of more than [**] after the last day of the Scheduled Delivery Month, then either party may terminate this Agreement with respect to the affected Aircraft. Termination shall be made by giving written notice to the other party within [**] after the Buyer's receipt of the notice of a revised Scheduled Delivery Month and following such termination, the parties shall have no further rights or obligations with respect to such affected Aircraft, [**]

Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.3.2 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer or its representatives.

10.3.3

If this Agreement is not terminated under the terms of Clause 10.3.1 or 10.3.2, then the Seller shall be entitled to reschedule Delivery. The Seller shall confirm to the Buyer the new Scheduled Delivery Month after the [**] period referred to in Clause 10.3.1 or 10.3.2, which shall be either the Scheduled Delivery Month notified to the Buyer under Clause 10.2.1 (iv) or such other month as may be agreed by the parties, and this new Scheduled Delivery Month shall be deemed to be an amendment to the applicable Scheduled Delivery Month in Clause 9.1.1.


10.4	Total Loss, Destruction or Damage

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“ Total Loss ”), the Seller shall notify the Buyer to this effect within ten (10) Business Days of such occurrence. The Seller shall include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to replace the

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Aircraft may be delivered to the Buyer and the Scheduled Delivery Month shall be extended as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than [**] after the last day of the original Scheduled Delivery Month then this Agreement shall terminate with respect to said Aircraft unless:


(i)	the Buyer notifies the Seller within thirty (30) days of the date of receipt of the Seller's notice that it desires the Seller to provide a replacement aircraft during the month quoted in the Seller’s notice; and


(ii)	the parties execute an amendment to this Agreement recording the change in the Scheduled Delivery Month, in which case, to the extent the Total Loss is not due to action or inaction of the Buyer or its representatives:


(a)	[**]

Nothing herein shall require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft. Any termination pursuant to this Clause 10.4 as to a particular Aircraft shall discharge the obligations and liabilities of the parties hereunder with respect to such Aircraft, [**]

Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.4 if the Total Loss is caused directly or indirectly by the action or inaction of the Buyer or its representatives.


10.5	Remedies

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE.

UNQUOTE


11.	INEXCUSABLE DELAY

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Clause 11 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE


11.1	Liquidated Damages


11.1.1	Liquidated Damages

Should an Aircraft not be Ready for Delivery:

[**]

(as such month may be changed pursuant to Clauses 2, 7 or 10) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”. In the event of an Inexcusable Delay, the Buyer shall have the right to claim, and the Seller shall pay the Buyer liquidated damages of an amount equal to the Liquidated Damages Amount for the affected Aircraft for each day of Inexcusable Delay in the Delivery, starting the day falling [**]

11.1.2 Liquidated Damages Amount

[**]


11.2	Renegotiation

If, as a result of an Inexcusable Delay, Delivery does not occur within [**] after the last day of the Scheduled Delivery Month the Buyer shall have the right, exercisable by written notice to the Seller given between [**], to require from the Seller a good faith renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation shall not prejudice Buyer's right to receive liquidated damages in accordance with Clause 11.1.


11.3	Termination

[**]

If, as a result of one or more Inexcusable Delays, Delivery does not occur within [**] and the parties have not renegotiated the Delivery Date pursuant to Clause 11.2, then either party shall have the right exercisable by written notice to the other party [**] to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party shall have any claim against the other, except that the

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Seller shall pay to the Buyer any amounts due pursuant to Clause 11.1 unless already paid, and the Seller shall pay to the Buyer an amount equal to the Predelivery Payments received from the Buyer hereunder in respect of the Aircraft as to which this Agreement has been terminated, [**]


11.4	Remedies

THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

UNQUOTE

12. WARRANTIES AND SERVICE LIFE POLICY

Clause 12 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE


12.1	Warranty


12.1.1	Nature of Warranty

Subject to the limitations and conditions hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and Warranted Part shall at the time of Delivery to the Buyer be free from defects:


(i)	in material,


(ii)	in workmanship, including, without limitation, processes of manufacture,


(iii)	in design (including, without limitation, selection of materials) having regard to the state of the art at the date of such design, and

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(iv)	arising from failure to conform to the Specification, except as to those portions of the Specification that are expressly stated in the Specification to be estimates or approximations or design aims.

For the purposes of this Agreement, the term " Warranted Part " shall mean any Seller proprietary component, equipment, software, or part, that (a) is installed on an Aircraft at Delivery, (b) is manufactured to the detail design of the Seller or a subcontractor of the Seller or, with respect to software, is developed to the detail design of the Seller or a subcontractor of the Seller and (c) bears a Seller part number at the time of Delivery.


12.1.2	Exclusions

The warranties set forth in Clause 12.1.1 shall not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

(i)

any defect in the Seller's workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items that invalidates any applicable warranty from such manufacturers, shall constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(ii), and


(ii)	any defect inherent in the Seller's design of the installation, considering the state of the art at the date of such design, that impairs the use of such items shall constitute a defect in design for the purposes of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1(iii).

In addition, the warranties set forth in Clause 12.1.1 shall not apply to any defect arising from any act or omission of the Buyer, including but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.11 or from any act or omission of any third party (such third party not to include the Seller, its Affiliates and subcontractors).

[**]

12.1.4 Limitations of Warranty


12.1.4.1	The Buyer's remedy and the Seller's obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller's expense and option, acting in a commercial reasonable manner, the repair, replacement or correction (to include, in the case of

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software, supply of a comparable product with equivalent function) of any defective Warranted Part together with a credit to the Buyer’s account with the Seller for the future purchase of Goods and Services in an amount equal to the mutually agreed direct labor costs expended [**] at the In-house Warranty Labor Rate . The Seller may elect to effect such repair, replacement or correction by supplying modification kits designed to rectify the defect [**] by furnishing a credit to the Buyer for the future purchase of goods and services (not including Aircraft) equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part.

12.1.4.2

If the Seller corrects a defect covered by Clause 12.1.1(iii) that becomes apparent within the Warranty Period, on the Buyer’s written request the Seller shall correct any such defect of the same type in any Aircraft that has not already been delivered to the Buyer. The Seller shall not be responsible for, nor deemed to be in default on account of any delay in Delivery of any Aircraft or otherwise, in respect of performance of correcting a defect covered by Clause 12.1.1(iii), due to the Seller's undertaking to make such correction. Alternatively, the Buyer and the Seller may agree to deliver such Aircraft with subsequent correction of the defect by the Buyer at the Seller's expense, or the Buyer may elect to accept Delivery and thereafter file a Warranty Claim as though the defect had become apparent immediately after Delivery of such Aircraft.


12.1.5	[**]

12.1.5.2 The Seller’s liability under Clause 12.1.5.1 is subject to the following conditions:


(i)	Such inspections are recommended in a Seller Service Bulletin to be performed within the Warranty Period or such inspection would be otherwise covered by a Warranty Claim;


(ii)	Such inspections are not performed in lieu of corrective action that has been provided by the Seller prior to the dates of such inspection;


(iii)	[**]


12.1.6	Warranty Claim Requirements

The Buyer's remedy and the Seller's obligation and liability under this Clause 12.1 with respect to each claimed defect are subject to the following conditions:


(i)	the defect has become apparent within the Warranty Period,

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(ii)	the Buyer has filed a Warranty Claim within [**] in the last A330-200 Aircraft or the last A330neo Aircraft as applicable.


(iii)	the Buyer returns the Warranted Part claimed to be defective to the repair facilities designated by the Seller as soon as practicable, unless the Buyer elects to repair a defective Warranted Part in accordance with the provisions of Clause 12.1.8; and


(iv)	the Seller's receives a Warranty Claim complying with the provisions of Clause 12.1.7(v).


(v)	receipt of a Warranty Claim by Seller in accordance with Clause 12.1.6 (ii) secures the Buyer’s right to claim remedies even though a correction is performed after the expiration of the Warranty Period.


12.1.7	Warranty Administration

The warranties set forth in this Clause 12.1 shall be administered as hereinafter provided:

(i) Claim Determination

Determination by the Seller as to whether any claimed defect in any Warranted Part is a valid Warranty Claim shall be made by the Seller and shall be based on claim details, reports from the Seller's regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents and information.

[**]


(vi)	Replacements

Replaced components, equipment, accessories or parts shall become the Seller's property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller shall at all times remain with the Buyer, except that (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller shall have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller shall not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller on shipment by the Seller to the Buyer of

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any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller's shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part shall pass to the Buyer.


(vii)	Rejection

The Seller shall provide reasonable written substantiation in case of rejection of a Warranty Claim. [**]


(viii)	Inspection

The Seller shall have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Clause 12.1.


12.1.8	In-house Warranty


(i)	Authorization

The Buyer is hereby authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 (" In-house Warranty Repair "). [**] the Buyer shall notify the Resident Customer Support Representative, of its decision to perform any in-house repairs before such repairs are commenced. The Buyer's notice shall include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller shall use commercially reasonable efforts to ensure a prompt response (in no event in excess of three (3) Business Days) and shall not unreasonably withhold authorization.


(ii)	Conditions of Authorization

The Buyer shall be entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:


a.	if the Buyer complies with the terms of Clause 12.1.8(i);


b.	if adequate facilities and qualified personnel are available to the Buyer.


c.	provided that repairs are to be performed in accordance with the Seller's written instructions set forth in applicable Technical Data,


d.	only to the extent reasonably necessary to correct the defect, in accordance with the standards set forth in Clause 12.1.11.

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(iii)	Seller's Rights

The Seller shall have the right to require the return to Seller of any Warranted Part, or any part removed therefrom, that is claimed to be defective, if, in the Seller’s judgment, the nature of the claimed defect requires technical investigation. Such delivery shall be subject to the provisions of Clause 12.1.7(ii).

The Seller shall have the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, provided that Seller’s exercise of such right does not unreasonably delay the disassembly, inspection and testing of any Warranted Part.


(iv)	In-house Warranty Claim Substantiation

Claims for In-house Warranty Repair credit must be submitted to the Seller [**] following completion of such In-House Warrranty Repair and shall comply with the requirements for Warranty Claims under Clause 12.1.6(v) and in addition shall include:


(a)	a report of technical findings with respect to the defect,


(b)	for parts required to remedy the defect:

• part numbers,

• serial numbers (if applicable),

• description of the parts,

• quantity of parts,

• unit price of parts,

• copies of related Seller's or third party's invoices (if applicable),

• total price of parts


(c)	detailed number of labor hours,


(d)	In-house Warranty Labor Rate, and


(e)	total claim value.


(v)	Credit

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The Buyer's sole remedy, and the Seller's sole obligation and liability, in respect of In-house Warranty Repair claims, shall be a credit to the Buyer's account. Such credit shall be equal to [**].


(a)	To determine direct labor costs, only the manhours spent on removal from the Aircraft disassembly, inspection, repair, reassembly, and final inspection and test of the Warranted Part, and reinstallation thereof on the Aircraft shall be counted. The hours required for maintenance work concurrently being carried out on the Aircraft or Warranted Part shall not be included.


(b)	The hours counted as set forth in Clause 12.1.8 (v)(a) above shall be multiplied by the In-house Labor Rate, [**] (the “ In-house Warranty Labor Rate ”).

[**]


(c)	Direct material costs are determined by the prices at which the Buyer acquired such material, excluding any parts and materials used for overhaul furnished free of charge by the Seller.


(vi)	Limitation on Credit

The Buyer shall in no event be credited for repair costs (labor or material) for any Warranted Part if such repair costs exceed in [**] of the Seller's then-current catalog price for a replacement of such defective Warranted Part provided such replacement part is readily available for purchase by the Buyer.

If the estimate to repair a defective Warranted Part exceeds [**] of the Seller's then-current catalog price for a replacement of such defective Warranted Part, the Seller shall either provide a credit to the Buyer for an amount equal to [**] of the Seller's then-current catalog price for a replacement part, or a new replacement part, at the [**] option.

Seller shall substantiate Seller’s price in writing at Buyer's request if the warranted part is not in the CS Catalogue.


(vii)	Scrapped Material

The Buyer may, with the agreement of the Seller's Resident Customer Support Representative, scrap any defective Warranted Parts that are beyond economic repair and not required for technical evaluation.

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If the Buyer does not obtain the agreement of the Seller's Resident Customer Support Representative to scrap a Warranted Part immediately, the Buyer shall retain such Warranted Part and any defective part removed from a Warranted Part during repair for a period of [**]

A record of scrapped Warranted Parts, certified by an authorized representative of the Buyer, shall be kept in the Buyer's file for at least the duration of the Warranty Period.


(viii)	DISCLAIMER OF SELLER LIABILITY FOR BUYER’S REPAIR

THE SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, IN EACH CASE OTHER THAN IF CAUSED, DIRECTLY OR INDIRECTLY, BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLER.


12.1.9	Warranty Transferability

Notwithstanding the provisions of Clause 20.1, the warranties provided for in this Clause 12.1 for any Warranted Part shall accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or interchange agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.


12.1.10	Warranty for Corrected, Replacement or Repaired Warranted Parts

Whenever any Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, repaired or replaced pursuant to the terms hereof, the period of the Seller's warranty with respect to such corrected, repaired or replacement Warranted Part, shall be [**]. If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect shall be rejected, notwithstanding any subsequent correction or repair, and shall

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immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.

12.1.11 Operation - Normal Wear and Tear

The Buyer's rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with all technical documentation and any other instructions issued by the Seller, the Suppliers or the manufacturer of the Propulsion Systems and all applicable rules, regulations and directives of the relevant Aviation Authorities.

The Seller's liability under this Clause 12.1 shall not extend to normal wear and tear or to


(i)	any Aircraft or component, equipment, accessory or part thereof that has been repaired, altered or modified after Delivery in a manner other than that approved by the Seller;


(ii)	any Aircraft or component, equipment, accessory or part thereof that has been [] damaged [];


(iii)	any component, equipment, accessory or part from which the trademark, trade name, part or serial number or other identification marks have been intentionally removed rather than through normal wear and tear.


12.2	Service Life Policy


12.2.1	Scope and Definitions

In addition to the warranties set forth in Clause 12.1, the Seller agrees that should a Failure occur in any Item (as these terms are defined below), then, subject to the general conditions and limitations set forth in Clause 12.2.4, the provisions of this Clause 12.2 shall apply.

For the purposes of this Clause 12.2:


(i)	" Item " means any of the Seller components, equipment, accessories or parts listed in Exhibit C that are installed on an Aircraft at any time during the period of effectiveness of the Service Life Policy specified in Clause 12.2.2, provided that if at any time after the date hereof the Seller adds Sharklets to the Seller’s standard list

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of Items covered by the Service Life Policy, then the parties shall amend Exhibit C hereto to include Sharklets.


(ii)	" Failure " means [**]

The Seller’s obligations under this Clause 12.1.2 are referred to as the “Service Life Policy.”


12.2.2	Periods and Seller's Undertaking

Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item [**] the Seller shall, at its discretion, as promptly as practicable and for a price that reflects the Seller's financial participation as hereinafter provided, either:


(i)	design and furnish to the Buyer a correction for such Item and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or


(ii)	replace such Item.


12.2.3	Seller's Participation in the Cost

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy shall be furnished to the Buyer at the Seller's current sales price therefor, less the Seller's financial participation, which shall be determined in accordance with the following formula:

[**]

where


P:	financial participation of the Seller,


C:	the Seller's then current sales price for the required Item or required Seller designed parts,

and


(i)	[**]


12.2.4	General Conditions and Limitations

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12.2.4.1	Notwithstanding any provision of this Clause 12.2, during the Warranty Period, all Items shall be covered by the provisions of Clause 12.1 of this Agreement and not by the provisions of this Clause 12.2.


12.2.4.2	The Buyer's remedies and the Seller's obligations and liabilities under this Service Life Policy are subject to the following conditions:


(i)	The Buyer maintains log books or other historical records with respect to each Item adequate to enable the Seller to determine whether the alleged Failure is covered by this Service Life Policy and, if so, to define the portion of the cost to be borne by the Seller in accordance with Clause 12.2.3.


(ii)	The Buyer keeps the Seller informed of any significant incidents relating to an Aircraft, howsoever occurring or recorded.


(iii)	The Buyer complies with the conditions of Clause 12.1.11.


(iv)	The Buyer implements specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller. Such programs shall be, to the extent possible, compatible with the Buyer's operational requirements and shall be carried out at the Buyer's expense, reports relating thereto to be regularly furnished to the Seller.

(v)

The Buyer reports in writing any breakage or defect to the Seller within [**] after any breakage or defect in an Item becomes apparent, whether or not the breakage or defect can reasonably be expected to occur in any other Aircraft, and the Buyer provides the Seller with sufficient detail about the breakage or defect to enable the Seller to determine whether said breakage or defect is subject to this Service Life Policy.


12.2.4.3	Except as otherwise provided in this Clause 12.2, any claim under this Service Life Policy shall be administered as provided in, and shall be subject to the terms and conditions of, Clause 12.1.6.

12.2.4.4

If the Seller has issued a service bulletin modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary modification kit free of charge or under a pro rata formula established by the Seller. If such a kit is so offered to the Buyer, then, in respect of such Failure and any Failures that could ensue therefrom, the Seller's commitment under this Clause 12.2 remains in effect but shall be subject to the Buyer's incorporating such modification in the

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relevant Aircraft, within a reasonable time following such failure, in accordance with the Seller's instructions.

12.2.4.5

THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY SHALL BE IN A CREDIT FOR GOODS AND SERVICES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND FURTHER WAIVES RELEASES AND RENOUNCES ALL OTHER RIGHTS, CLAIMS AND REMEDIES, OTHER THAN THOSE ARISING OUT OF THIS CLAUSE 12.2.


12.3	Supplier Warranties and Service Life Policies


12.3.1	Seller's Support

Before Delivery of the first Aircraft of each type, the Seller shall transfer and assign to Buyer and provide the Buyer with copies of the warranties, service life policies, and to the extent that any are assignable, indemnities, that the Seller has obtained pursuant to the Supplier Product Support Agreements for each respective Aircraft type. [**]


12.3.2	Supplier’s Default


12.3.2.1	[**]

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12.4	Interface Commitment


12.4.1	Interface Problem

If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components (including, without limitation, Propulsion Systems) of the Aircraft (an " Interface Problem "), the Seller shall, if requested by the Buyer, and without additional charge to the Buyer, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible. The Buyer shall furnish to the Seller all data and information in the Buyer's possession relevant to the Interface Problem and shall cooperate with the Seller in the conduct of the Seller's investigations and such tests as may be required. At the conclusion of such investigation the Seller shall promptly advise the Buyer in writing of the Seller's opinion as to the cause or causes of the Interface Problem and the Seller's recommendations as to corrective action.


12.4.2	Seller's Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if requested by the Buyer, correct the design of such Warranted Part pursuant to the terms and conditions of Clause 12.1.


12.4.3	Supplier's Responsibility

If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part (or multiple Supplier Parts), the Seller shall at the Buyer's request, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer (or manufacturers) of such Supplier Part (or Supplier Parts).


12.4.4	Joint Responsibility

If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller shall, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller shall promptly advise the Buyer of any corrective action proposed by the Seller and any such

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Supplier. Such proposal and corrective action shall be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, shall constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

[**]

12.4.5 General


12.4.5.1	All requests under this Clause 12.4 shall be directed both to the Seller and to the affected Suppliers.


12.4.5.2	Except as specifically set forth in this Clause 12.4, this Clause 12.4 shall not be deemed to impose on the Seller any obligations not expressly set forth elsewhere in this Agreement.


12.4.5.3	All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 shall be deemed to be delivered under this Agreement and shall be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.9.


12.5	Exclusivity of Warranties

THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY

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LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:


(1)	ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL OR PARTICULAR PURPOSE;


(2)	ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;


(3)	ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;


(4)	ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;


(5)	ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;


(6)	ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;


(7)	ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:


(a)	LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;


(b)	LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;


(c)	LOSS OF PROFITS AND/OR REVENUES;


(d)	ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

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THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS CLAUSE 12.5, “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUBCONTRACTORS.


12.6	Duplicate Remedies

The remedies provided to the Buyer under Clause 12.1 and Clause 12.2 as to any defect in respect of the Aircraft or any part thereof are independent but not cumulative nor duplicative. The Buyer shall be entitled to the remedy and/or remedies under Clauses 12.1 and 12.2 that provide the maximum but not duplicative benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer shall not be entitled to elect a remedy under both Clause 12.1 and Clause 12.2 for the same defect unless such defects occur as separate incidents at separate times.


12.7	Intentionally Deleted


12.8	Negotiated Agreement

The Parties each acknowledge that:


(i)	this Agreement, including Clause 2 and this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer; and


(iii)	the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the Exclusivity of Warranties set forth in Clause 12.5.

UNQUOTE

13. PATENT AND COPYRIGHT INDEMNITY

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Clause 13 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE


13.1	Indemnity

13.1.1

Subject to the provisions of Clause 13.2.3, the Seller shall indemnify the Buyer and its officers, directors, agents and employees from and against any damages, costs and expenses including reasonable legal costs (excluding damages, costs, expenses, loss of profits and other liabilities in respect of or resulting from loss of use of the Aircraft) in case of any infringement or claim of infringement by the Airframe [**] of


(i)	any British, French, German, Spanish or U.S. patent; and


(ii)	any patent issued under the laws of any other country in which the Buyer may lawfully operate the Aircraft, provided that from the time of design of such Airframe or any part or software installed therein at Delivery and until infringement claims are resolved, the country of the patent and the flag country of the Aircraft are both parties to:


(1)	the Chicago Convention on International Civil Aviation of December 7, 1944, and are each fully entitled to all benefits of Article 27 thereof, or,


(2)	the International Convention for the Protection of Industrial Property of March 20, 1883 (the " Paris Convention "); and


(iii)	in respect of computer software installed on the Aircraft, any copyright, provided that the Seller's obligation to indemnify shall be limited to infringements in countries which, at the time of design, are members of The Berne Union and recognize computer software as a "work" under the Berne Convention.


13.1.2	Clause 13.1.1 shall not apply to


(i)	Buyer Furnished Equipment;


(ii)	the Propulsion Systems;


(iii)	Supplier Parts; or


(iv)	software not developed by the Seller.


13.1.3	If the Buyer, due to circumstances contemplated in Clause 13.1.1, is prevented from using the Aircraft (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at among the claimant, the Seller and the Buyer), the Seller shall at its expense either

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(i)	procure as soon as possible for the Buyer the right to use the affected Airframe, or Warranted Part free of charge to the Buyer; or


(ii)	replace the infringing Warranted Part as soon as possible with a non-infringing substitute otherwise complying with the requirements of this Agreement.


13.2	Administration of Patent and Copyright Indemnity Claims


13.2.1	If the Buyer receives a written claim or a suit is threatened or begun against the Buyer for infringement of a patent or copyright referred to in Clause 13.1, the Buyer shall


(i)	forthwith notify the Seller, giving particulars thereof;


(ii)	furnish to the Seller all data, papers and records within the Buyer's control or possession that are material to the resistance of or defense against any such charge or suits for infringement covered by this Clause 13;

(iii)

refrain from admitting any liability or making any payment, or assuming any expenses, damages, costs or royalties, or otherwise acting in a manner prejudicial to the defense or denial of the suit or claim, it being agreed that nothing in this Clause 13.2.1(iii) shall prevent the Buyer from paying the sums (i) that may be required to obtain the release of the Aircraft, provided that payment is accompanied by a denial of liability and is made without prejudice, or (ii) as required by a final judgment entered against Buyer by a court of competent jurisdiction from which no appeals can be or have been filed;


(iv)	fully cooperate with, and render all assistance to, the Seller as may be pertinent to the defense or denial of the suit or claim; and


(v)	act to mitigate damages and/or to reduce the amount of royalties that may be payable, and act to minimize costs and expenses.


13.2.2	The Seller shall be entitled either in its own name or on behalf of the Buyer to conduct negotiations with the party or parties alleging infringement and may assume and conduct the defense or settlement of any suit or claim in the manner that, in the Seller's opinion, it deems proper.


13.2.3	The Seller's liability hereunder shall be conditioned on the [] compliance by the Buyer with the terms of this Clause 13 and is in lieu of any other liability to the Buyer, whether express or implied, which the Seller might incur at law as a result of any infringement or claim of infringement of any patent or copyright. []

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THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE SHALL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.

UNQUOTE


14.	TECHNICAL DATA AND SOFTWARE SERVICES

Clause 14.1.2 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE


14.1.2	Range, form, type, format, ATA/non-ATA compliance, revision and quantity and delivery schedule of the Technical Data for the A330-200 Aircraft and A330neo Aircraft to be provided are covered in Exhibit F1.

UNQUOTE

Clause 14.5 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE


14.5	Revision Service for Technical Data

Unless otherwise specifically stated, revision service for the A330-200 Aircraft Technical Data shall be offered [**] (the “ A330-200 Revision Service Period ”). Thereafter, revision service shall be provided in accordance with the terms and

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conditions found in the Seller’s then current Customer Services Catalog (the “ CS Catalog ”).

Unless otherwise specifically stated, revision service for the A330neo Aircraft Technical Data shall be offered [**] (the “ A330neo Revision Service Period ”). Thereafter, revision service shall be provided in accordance with the terms and conditions found in the Seller’s then current CS Catalog.

UNQUOTE

Clause 14.9.1 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE


14.9.1	The Technical Data domains listed below shall be provided on DVD or online if available and shall include integrated software covering the following domains:


•	Maintenance


•	Planning


•	Repair


•	Workshop


•	Associated Data


•	Engineering

UNQUOTE

Clause 14.13.1 and 14.13.2 of the Agreement are cancelled and replaced with the following quoted provisions:

QUOTE


14.13.1	Performance Engineer's Program or PEP

In addition to Technical Data, the Seller shall provide to the Buyer one copy of the Performance Engineer's Programs (“ PEP ”) under the General Conditions. Use of the PEP shall be limited to one site license granted to the Buyer. PEP is intended for use on ground only and shall not be installed on an Aircraft. The Seller, subject to appropriate confidentiality commitments, shall cooperate with the Buyer’s third party performance data providers for the disclosure of data needed for use of the PEP.


14.13.2	The license for use of PEP for A330-200 Aircraft shall be granted [**] after initial installation.

The license for use of PEP for A330neo Aircraft shall be granted [**]

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At the expiration of each such period, the Buyer shall be entitled to continue to use the PEP but the Buyer shall be charged for all revisions, in accordance with the terms and conditions of the then-current CS Catalog.

UNQUOTE

Clause 14.17 of the Agreement is cancelled.


15.	SELLER REPRESENTATIVES

Clause 15 of the Agreement is supplemented with the following quoted provisions:

QUOTE


15.6	Seller shall, if requested by Buyer and subject to applicable charges, if any, provide technical advisory assistance and other engineering support services (“ Engineering Support Services ”) for any Aircraft or SFE. Engineering Support Services, provided from Toulouse, France or at a base designated by the Buyer as appropriate, include but are not limited to:


(a)	If the Buyer experiences operational problems with an Aircraft, the Seller shall analyze the information provided by the Buyer to determine the probable nature and cause of the problem and to suggest possible solutions.


(b)	If the Buyer is designing structural repairs and desires the Seller’s support, the Seller shall analyze and comment on the Buyer’s engineering releases relating to structural repairs not covered by the Seller’s structural repair manual.


(c)	If the Buyer requires an Aircraft modification from the Seller’s upgrade services department, the Seller shall analyze the request and, if possible, propose a Service Bulletin designed to meet the needs of the Buyer.

UNQUOTE


16.	TRAINING AND TRAINING AIDS

Clause 16.3.1 is cancelled and replaced with the following quoted provisions:

QUOTE


16.3.1	The Seller shall provide the training at the Airbus Training Center in Miami, Florida (the “ Seller’s Training Center ”), which shall be the principal location for training provided to the Buyer and/or at an affiliated training center in Blagnac, France. Seller shall use reasonable efforts to schedule Buyer’s training at the Airbus Training Center in Miami. [**]

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UNQUOTE

Clause 16.4.3.2 is cancelled and replaced with the following quoted provisions:

QUOTE

16.4.3.2

If such notification is received by the Seller or ANACS less than sixty (60) but no more than thirty (30) calendar days prior to such training, a cancellation fee corresponding [**] shall be, as applicable, either deducted from the training allowance set forth in Appendix A or invoiced at the price corresponding to such training in the Seller’s then current Training Course Catalog, unless the Seller, using commercially reasonable efforts, is able to substitute another customer’s trainees for the Buyer’s originally scheduled trainees.

UNQUOTE

Clause 16.10.6 of the Agreement is cancelled, and Clause 16 is supplemented by the following quoted provision:

QUOTE


16.11	[**] Affiliates of Seller

[**]

UNQUOTE

Clause 1.1 of Appendix A to Clause 16 to the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

1.1 Flight Crew Training

The Seller shall provide flight crew training standard transition [**]. At Buyer’s request, [**].

[**]

If the Buyer purchases a [**].

UNQUOTE

17. RESERVED

18. BUYER FURNISHED EQUIPMENT

Clause 18 of the Agreement is supplemented by the following quoted provisions:

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QUOTE

18.1.4

Without prejudice to the Buyer's obligations hereunder, in order to facilitate the development of the BFE Definition, the Seller will organize meetings between the Buyer and BFE Suppliers. Such meetings will be scheduled by the Seller in consultation with the Buyer and the BFE Supplier and the Seller shall use reasonable efforts to schedule such meetings at times and in locations that are acceptable to the Buyer, provided this does not impact adherence to the Customization Milestones Chart and/or the required on-dock dates of BFE. The Buyer hereby agrees to participate in such meetings, and to provide adequate technical and engineering expertise as may be reasonably requested by the Seller or the applicable BFE Supplier to reach decisions within the defined timeframe.

[**]

UNQUOTE

QUOTE


18.5.6	Subject to applicable law, and the consent of the applicable BFE manufacturer, BFE not installed in the Aircraft shall be returned to the Buyer in accordance with the Buyer’s instructions and at the Buyer’s expense in as good condition as when delivered by the Buyer to the Seller, reasonable wear and tear accepted.


18.5.7	[**]

UNQUOTE

19. RESERVED

20. ASSIGNMENTS AND TRANSFERS

Clause 20.1 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE


20.1	Assignments by Buyer

Except as hereinafter provided, the Buyer may not sell, assign or transfer its rights or obligations under this Agreement to any person without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed.

[**]


20.1.4	Appointment of Agent - Warranty Claims

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If, following Delivery of an Aircraft, Buyer appoints a qualified agent to act directly with the Seller for the administration of claims relating to warranties, Seller shall deal with such agent for that purpose, effective upon the Seller’s receipt of the agent’s written agreement, in form and substance reasonably satisfactory to the Seller, and provided that such appointment does not, in the

Seller's reasonable judgment, materially adversely affect either the Seller's rights hereunder, or the Seller’s competitive interests.


20.1.5	No Increase in Liability

No action taken by either party relating to the resale or lease of an Aircraft or the assignment of that party’s rights under this Agreement with respect to such Aircraft shall subject the other party to any liability beyond that in this Agreement or modify in any way the other party’s obligations under this Agreement.

UNQUOTE

Clause 20.4 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE


20.4	Transfer of Rights and Obligations upon Reorganization

In the event that the Seller is subject to a corporate restructuring, [**] having as its object the transfer of, or succession by operation of law in, all or a substantial part of its assets and liabilities, rights and obligations, including those existing under this Agreement, to a person (the “Successor”) that is an Affiliate of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business carried on by the Seller at the time of the restructuring, such restructuring shall be completed without consent of the Buyer following notification by the Seller to the Buyer in writing. The Buyer recognizes that succession of the Successor to the Agreement by operation of law that is valid under the law pursuant to which that succession occurs shall be binding upon the Buyer.

UNQUOTE

21. TERMINATION

Clause 21 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

21.1 Termination Events

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21.1.1	Buyer Termination Events

Each of the following shall constitute a “ Buyer Termination Event ”


(1)	A [] commences in any jurisdiction any case, proceeding or other action with respect to a [] or its properties relating to bankruptcy, insolvency, reorganization, winding-up, liquidation, dissolution or other relief from, or with respect to, or readjustment of, its debts or obligations.


(2)	An action is commenced in any jurisdiction seeking the appointment of a receiver, trustee, custodian or other similar official for a [] or for all or any substantial part of its respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days, or a [] makes a general assignment for the benefit of its creditors.


(3)	An action is commenced in any jurisdiction against a [**] seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of their respective assets, and such action remains unstayed, undismissed or undischarged for sixty (60) days.


(4)	A [**] becomes the object, in any jurisdiction, of a case, proceeding or action similar or analogous to any of the events mentioned in Clause 21.1. (1), (2) or (3).


(5)	A [**] is generally not able, or is expected to be unable to, or shall admit in writing its inability to, pay its debts as they become due.


(6)	A [**] commences negotiations with significant creditors, existing or potential, either with the intention of restructuring all or a substantial part of all of its outstanding obligations or in preparation for a bankruptcy filing under the U.S. Bankruptcy Code.


(7)	[**].


(8)	The Buyer terminates (except as otherwise permitted) cancels or repudiates this Agreement in whole or in part.


(9)	The Buyer defaults in its obligation to take delivery of an Aircraft as provided in Clause 9.2.


(10)	A [] defaults in the observance or performance of any other material covenant, undertaking or obligation contained in this Agreement [] provided (i) such covenant, undertaking or obligation is not otherwise addressed in this clause 21 and (ii) if such breach or default is capable of being cured, such breach or default is not

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cured within any specified cure period or, if no cure period is specified, within ten (10) Business Days.


(11)	Any other event that the parties agree in writing constitutes a Buyer Termination Event.

[**]


21.2	Remedies In Event of Termination

If a Buyer Termination Event occurs, the Buyer shall be in material breach of this Agreement, and the Seller shall have the right to resort to any remedy under applicable law, and may, without limitation, by written notice to the Buyer, immediately:

[**]

(4)

The parties to this Agreement are commercially sophisticated parties represented by competent counsel. The parties expressly agree and declare that damages for material breach of this Agreement by the Buyer resulting in a Termination of this Agreement as to any or all Aircraft have been liquidated at amounts that are reasonable in light of the anticipated or actual harm caused by the Buyer’s breach, the difficulties of proof of loss and the nonfeasibility of otherwise obtaining an adequate remedy. [**]


21.3	Definitions

For purposes of this Clause 21, the terms “Affected Aircraft”, “Applicable Date and “Escalated Price” are defined as follows:


(i)	“Affected Aircraft” - any or all Aircraft with respect to which the Seller has cancelled or terminated this Agreement pursuant to Clause 21. 2 (1) (iv),


(ii)	“Applicable Date” - for any Affected Aircraft the date of the Buyer Termination Event specified in the Seller’s notice and demand for payment of liquidated damages delivered under Clause 21.2(3).


(iii)	“Escalated Price” - [**]


21.4.	Notice of Termination Event

Promptly upon becoming aware of the occurrence of a [**] Termination Event by the Buyer, the Buyer shall notify the Seller of such occurrence in writing, provided, that any failure by the Buyer to notify the Seller shall not prejudice the Seller’s rights

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or remedies hereunder. Promptly upon becoming aware of the occurrence of a [**] Termination Event by the Seller, the Seller shall notify the Buyer of such occurrence in writing, provided, that any failure by the Seller to notify the Buyer shall not prejudice the Buyer’s rights or remedies hereunder.


21.5	Information Covenants

The Buyer hereby covenants and agrees that, from the date of this Agreement until no further Aircraft are to be delivered hereunder, the Buyer shall furnish or cause to be furnished to the Seller the following; provided that Buyer shall not be required to furnish or cause to be furnished to the Seller any documents that are publicly available without charge:

(a)

Annual Financial Statements. As soon as available and in any event no later than the date that the Buyer furnishes such annual statements to the Securities and Exchange Commission or successor thereto (the “SEC”) (i) a copy of the SEC Form 10-K filed by Holdings containing consolidated information relating to the Buyer with the SEC for such fiscal year, or, if no such Form 10-K was filed by Holdings for such a fiscal year, the consolidated balance sheet of Holdings and its Subsidiaries (including the Buyer), as at the end of such fiscal year and the related consolidated statements of operations, of common stockholders’ equity (deficit) (in the case of Holdings and its Subsidiaries) and of cash flows for such fiscal year, setting forth comparative consolidated figures as of the end of and for the preceding fiscal year, and examined by any firm of independent public accountants of recognized standing selected by Holdings, whose opinion shall not be qualified as to the scope of audit or as to the status of Holdings as a going concern, and (ii) a certificate of such accounting firm stating that its audit of the business of the Holdings and its Subsidiaries (including the Buyer) was conducted in accordance with generally accepted auditing standards.

(b)

Quarterly Financial Statements . As soon as available and in any event no later than the date that Holdings furnishes such quarterly statements to the SEC or successor thereto, a copy of the SEC Form 10-Q filed by Holdings with the SEC for such quarterly period, or, if no such Form 10-Q was filed by Holdings with respect to any such quarterly period, the consolidated balance sheet of Holdings and its Subsidiaries (including the Buyer), as at the end of such quarterly period and the related consolidated statements of operations for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period and in each case setting forth comparative consolidated figures as of the end of and for the related periods in the prior fiscal year, all of which shall be certified by an Authorized Officer of Holdings, subject to changes resulting from audit and normal year-end audit adjustments.

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(c)

Debt Rescheduling. (i) Promptly upon the Buyer commencing negotiations with one or more of its significant creditors with a view to general readjustment or rescheduling of all or any material part of its indebtedness under circumstances in which a reasonable business person, in the exercise of prudent business judgment, would conclude that the Buyer would otherwise not be able to pay such indebtedness as it falls due, notice of commencement of such negotiations, and (ii) thereafter timely advice of the progress of such negotiations until such negotiations are terminated or completed.

(d)

Acceleration of other indebtedness . Immediately upon knowledge by the Buyer that the holder of any bond, debenture, promissory note or any similar evidence of indebtedness of a Buyer Party thereof (“Other Indebtedness”) has demanded prepayment, given notice or exercised its right to a remedy having the effect of acceleration with respect to a claimed event of default under any Other Indebtedness, where the impact of the acceleration is likely to have a material adverse effect on the Buyer’s ability to perform its obligations under or in connection with the transactions contemplated by this Agreement, notice of the demand made, notice given or action taken by such holder and the nature and status of the claimed event of default and what the action the Buyer is taking with respect thereto.


(e)	Other Information . Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the SEC by Holdings or any of its Subsidiaries (including the Buyer), and, with reasonable promptness, such other information or documents (financial or otherwise) as the Seller may reasonably request from time to time.

For the purposes of this Clause 21, (x) an " Authorized Officer " of the Buyer shall mean the Chief Executive Officer, the Chief Financial Officer or any Vice President and above who reports directly or indirectly to the Chief Financial Officer and (y) " Subsidiaries " shall mean, as of any date of determination, those companies owned by the Buyer whose financial results the Buyer is required to include in its statements of consolidated operations and consolidated balance sheets.

[**]

UNQUOTE

22. RESERVED


23.	ASSIGNMENT

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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AMENDED AND RESTATED LETTER AGREEMENT NO. 5

Hawaiian Airlines, Inc.

Re: Escalation

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 5 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 5 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft, as amended (the “ Original Letter Agreement ”).

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

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1.	ESCALATION

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**]

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**] the Seller Price Revision Formula, [**]

[**] the Seller NEO Price Revision Formula [**]

[**] Seller NEO Price Revision Formula [**] the Seller NEO Price Revision Formula [**] the Seller NEO Price Revision Formula, [**] Seller NEO Price Revision Formula, [**] the Seller NEO Price Revision Formula [**] the Seller NEO Revision Formula [**]


(i)	[] the Seller NEO Revision Formula []


2.	ASSIGNMENT

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, except as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 2 will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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AMENDED AND RESTATED LETTER AGREEMENT NO. 7

Hawaiian Airlines, Inc.

Re: [**]

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 7 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 7 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft, as amended (the “ Original Letter Agreement ”).

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NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**]

(ii) [**]


5.	ASSIGNMENT

This Letter Agreement and the rights and obligations of the Buyer hereunder shall not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph shall be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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AMENDED AND RESTATED LETTER AGREEMENT NO. 8

Hawaiian Airlines, Inc.

Re: Support Matters

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 8 (hereinafter referred to as the “ Letter Agreement ”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments (collectively, the " Agreement ") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 8 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “ Original Letter Agreement ”).

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NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**]


6.	ASSIGNMENT

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley

Its: President and CEO

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[**] LETTER AGREEMENT

As of December 17, 2014.

Hawaiian Airlines, Inc.

3375 Koapaka Street

Honolulu, Hawaii 96819

Re: [**]

Ladies and Gentlemen:

Hawaiian Airlines, Inc. (the “Buyer” ) and Airbus S.A.S. (the “Seller” ) have entered into Amendment No. 9, of even date herewith to the Airbus A330/A350XWB Purchase Agreement dated January 31, 2008 (as amended to the date hereof) (the “ Purchase Agreement ”) which covers the firm order by the Buyer of six (6) A330-800neo aircraft.

[**]

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2-	Termination

The commitments of the Seller set forth herein are subject to the non-occurrence of any of the events described in this paragraph 2. If any event described in paragraph 2(a) occurs, this [**] Letter Agreement and the commitments of the Seller hereunder shall automatically terminate without notice of any kind, without any liability whatever on the part of the Seller and without prejudice to any other rights or remedies that may be exercised by the Seller. If any other event described in paragraph 2 occurs, the Seller shall be entitled at any time upon notice to Buyer to terminate this [**] Letter Agreement and its commitments hereunder without any liability whatever on the part of the Seller:

(a)


(i)	[**]


4-	Miscellaneous Provisions


(a)	Notices

All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or by facsimile to the addresses and numbers set forth below. The date upon which any such notice or request is so personally delivered or delivered by commercial courier, certified air mail, or if such notice or request is given by facsimile, the date upon which sent, shall be deemed to be the effective date of such notice or request.

Seller shall be addressed at:

1, rond-point Maurice Bellonte

31700 BLAGNAC, FRANCE


Attention:	Director - Contracts


Telephone:	011 33 5 61 30 40 12


Fax:	011 33 5 61 30 40 11

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and Buyer shall be addressed at:

Hawaiian Airlines, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

USA

Attention: Executive Vice President and Chief Financial Officer

Attention: Executive Vice President and General Counsel

Telephone: 1 (808) 835-3700

Fax: 1 (808) 835-3695

or to such other address or to such other person as the party receiving the notice or request may designate and notify the other party from time to time.


(b)	Waiver

The failure of one party to enforce at any time any of the provisions of this [**] Letter Agreement, or to exercise any right herein provided, or to require at any time performance by any other party of any of the provisions hereof, will in no way be construed to be a present or future waiver by the other party of such provisions nor in any way to affect the validity of this [**] Letter Agreement or any part hereof or the right of such party thereafter to enforce each and every provision. The express waiver by a party hereto of any provision, condition or requirement of this [**] Letter Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.


(c)	Interpretation and Law

This [**] Letter Agreement and any documents pertaining to [**] will be governed by and construed, and the performance thereof will be determined, in accordance with the laws of the State of New York without application of any conflict of laws provisions that could result in the application of the law of any other jurisdiction.

The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this [**]Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this [**] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.


(d)	Severability

In the event that any provision of this [**] Letter Agreement should for any reason be held to be without effect, the remainder of this [**] Letter Agreement shall remain in full force and effect. To

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the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this [**] Letter Agreement prohibited or unenforceable in any respect.


(e)	Alterations to Contract

This [**] Letter Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, oral or written. This [**] Letter Agreement may not be varied except by an instrument in writing of even date herewith or subsequent hereto made by both parties.


(f)	Language

All correspondence, documents and any other written matters in connection with this [**] Letter Agreement shall be in English.


(g)	Headings

All headings in this [**] Letter Agreement are for convenience of reference only and do not constitute a part of this [**] Letter Agreement.


(h)	Counterparts

This [**] Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.


5-	Certain Representations of the Parties


(a)	The Buyer represents and warrants to the Seller:


(i)	the Buyer 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 [**] Letter Agreement;


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

(iii)

this [**] Letter Agreement has been duly authorized, executed and delivered by the Buyer and constitutes the legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.


(b)	The Seller represents and warrants to the Buyer:

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(i)	the Seller is organized and existing in good standing under the laws of the Republic of France and has the corporate power and authority to enter into and perform its obligations under this [**] Letter Agreement;


(ii)	neither the execution and delivery by the Seller of this [**] Letter Agreement, nor the consummation of any of the transactions by the Seller contemplated thereby, nor the performance by the Seller of the obligations there under, constitutes a breach of any agreement to which the Seller is a party or by which its assets are bound;

(iii)

this [**] Letter Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.


6-	Confidentiality

The provisions of Clause 22.9 of the Purchase Agreement are incorporated by reference herein.

[**]

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

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy

Name: John J. Leahy

Title: Chief Operating Officer, Customers

Accepted and Agreed:

HAWAIIAN AIRLINES, INC.

By: /s/ Mark B. Dunkerley

Name: Mark B. Dunkerley

Title: President and CEO

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Schedule 1

[**]

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Schedule 2

Customer Due Diligence

The following documentation is required in respect of the Buyer and defined here as the “company”. The Following list is subject to change from time to time as may be deemed necessary or appropriate to permit the [**] to comply with applicable law.



1)	A certified copy of the company’s Certificate of Incorporation or Certificate of Trade.

2)	A certified copy of the company’s Memorandum and Articles of Association.

3)	For listed companies, evidence of listed status and good standing.

4)	For non-listed companies, a copy of the shareholders’ register or any other official
	document evidencing the identities of the owners of the company.

5)	A list of all directors’ names, occupations, permanent addresses and dates of birth.

6)	A certified copy (see below) of a valid passport or driving licence for:
	two executive directors

	two additional authorised signatories

7)	A certified copy (see below) of a valid passport or driving licence of all beneficial
	owners i.e. those holding 25% or more control over the company.

8)	The names, permanent addresses and percentage holdings of all individuals with over
	10% of the company’s share capital.

9)	A certified copy (see below) of two utility bills or bank statements (financial information
	can be deleted) for each of the parties mentioned in 6) and 7) above, showing their private residential address. Documents must be no older than three months. Any original documents submitted will be copied by us and returned.

10)	In the case of a structured group, an organisation chart showing the ultimate beneficial
	owners.

11)	A copy of the company’s most recent audited annual financial statements.

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Company Name

Company Registration Number

Registered Office

Place of Business

Contact Person(s) Name Telephone Number E-mail Address

Persons (other than your directors) authorised to give instructions to us on behalf of the company.

Is the company acting as Agent for another party? If yes, please give details and please provide a copy of the power of attorney (or similar document) as well as identification details in respect of such party as set forth in Page 1.

Bank Details of company Branch Name Branch Address Telephone Number Sort Code SWIFT Code ABA Reference

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Thank you for completing this form. Please now sign below as confirmation that the information given is, to the best of your knowledge, true, accurate and complete. Completed forms can be returned to the [**] by email to [email address] with accompanying certified copies and originals to follow by post to:

[[**] ADDRESS]

Signed by

______________________________

Name:

Position:

Company:

Date:

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[**] LETTER AGREEMENT

Letter Agreement No. 1

As of December 17, 2014.

Hawaiian Airlines, Inc.

3375 Koapaka Street

Honolulu, Hawaii 96819

Re: [**]

Ladies and Gentlemen:

The Buyer and the Seller have entered into the [**] Letter Agreement dated as of the date hereof (the “ [**] ”) . The Buyer and Seller have agreed to set forth in this Letter Agreement (this “ Letter Agreement ”) certain additional terms and conditions regarding the [**] the Aircraft provided for under the [**]. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the [**]. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

[**]

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

Very truly yours,

By: /s/ John J. Leahy

Name: John J. Leahy

Title: Chief Operating Officer, Customers

Accepted and Agreed:

HAWAIIAN AIRLINES, INC.

By: /s/ Mark B. Dunkerley

Name: Mark B. Dunkerley

Title: President and CEO

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		Rolls-Royce plc PO Box 31, Derby DE24 8BJ, England Telephone: +44 (0) 1332 242424 Fax: +44 (0) 1332 249936 www.rolls-royce.com

Hawaiian Airlines, Inc.

3375 Koapaka Street

Suite G350

Honolulu, Hawaii 96819

USA

October 23, 2013

Dear Sirs,

AMENDMENT NUMBER FOUR (“ AMENDMENT 4 ”) TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 BETWEEN ROLLS-ROYCE PLC AND ROLLS-ROYCE TOTALCARE SERVICES LIMITED (“ ROLLS-ROYCE ”), AND HAWAIIAN AIRLINES, INC. (“ HAWAIIAN ”), DATED OCTOBER 27, 2008 AS AMENDED (the “ AGREEMENT ”)

BACKGROUND:


(A)	The Parties entered into the Agreement.


(B)	The Parties have agreed to [] of the [] by []. The Parties wish to amend the Agreement and Side Letter No. 1, respectively, to reflect the [] and the corresponding [**].


(C)	The Parties have agreed to update the Exhibit A Aircraft Delivery Schedule to the Agreement as the delivery schedule for [**].


(D)	This Amendment 4 sets out the provisions agreed by the Parties in relation to the above.

AGREED TERMS:


1.	INTERPRETATION

In this Amendment 4 capitalised terms that are not otherwise defined have the same meaning as given to them in the Agreement


2.	REPRESENTATIONS AND WARRANTIES


2.1	General

Each Party makes the following representations and warranties to the other:


(a)	It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;


(b)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by it;

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Rolls-Royce plc Registered office: 62 Buckingham Gate, London, SW1E 6AT.

Company number: 1003142. Registered in England.

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(c)	The entry into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with:


(i)	any Law applicable to it;


(ii)	its constitutional documents; or


(iii)	any agreement or instrument binding upon it or any of its assets;


(d)	The obligations expressed to be assumed by it in this Agreement are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);


(e)	Its payment obligations under this Agreement rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by law applying to companies generally.


2.2	Survival

Each of the representations and warranties survive the execution of this Amendment 4.


3.	AMENDMENTS TO THE AGREEMENT


3.1	The table in Exhibit E-1, SCHEDULE 1 — DELIVERY SCHEDULE AND BASE PRICE of the Agreement is deleted in its entirety and the following table and text is inserted in lieu thereof:

[**]


3.2	A new Clause 2.4 in Side Letter Agreement Number One to the Agreement is added as follows:

“ [**]”


3.3	Exhibit A Aircraft Delivery Schedule to the Agreement is hereby deleted in its entirety and replaced by Appendix 1 to this Amendment 4.


4.	ASSIGNMENT

The terms and conditions of this Amendment 4 are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party, except as provided in the third paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment 4 shall be void.

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Rolls-Royce plc Registered office: 62 Buckingham Gate, London, SW1E 6AT

Company number: 1003142. Registered in England.

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5.	GENERAL

All rights, obligations and liabilities under this Amendment 4 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 and this Amendment 4 is made without prejudice to either of the Parties’ existing rights (unless expressly stated in this Amendment 4) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment 4 and the Agreement, the terms of this Amendment 4 shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment 4 shall be considered a default under the Agreement.


6.	CONFIDENTIALITY

The provisions of this Amendment 4 are confidential in accordance with Clause 10 of the Agreement, mutatis mutandis , and shall not (except as provided in Clauses 10.7 and 14.12 of the Agreement) be disclosed to any third party without the prior written consent of the other Party.

7. INTEGRATION

This Amendment 4 constitutes a “writing” within the meaning of Clause 14.5 of the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.


8.	INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the Agreement are hereby incorporated by reference, mutatis mutandis , as though fully set forth herein.

Signed for and on behalf of: Signed for and on behalf of:

HAWAIIAN AIRLINES, INC. ROLLS-ROYCE PLC

By: /s/ Scott E. Topping By: /s/ Carl Brazier

Printed: Scott E. Topping Printed: Carl Brazier

Title: EVP, CFO and Treasurer Title: Commercial Manager

Signed for and on behalf of: Signed for and on behalf of:

HAWAIIAN AIRLINES, INC. ROLLS-ROYCE TOTAL CARE SERVICES

LIMITED

By: /s/ Shannon L. Okinaka By: /s/ J. Shannahan

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Rolls-Royce plc Registered office: 62 Buckingham Gate, London, SW1E 6AT

Company number: 1003142. Registered in England.

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Printed: Shannon L. Okinaka Printed: J. Shannahan

Title: VP Controller Title: Director

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Rolls-Royce plc Registered office: 62 Buckingham Gate, London, SW1E 6AT

Company number: 1003142. Registered in England.

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APPENDIX 1

Exhibit A Aircraft Delivery Schedule

[**]

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Company number: 1003142. Registered in England.

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	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

December 20, 2013

Dear Sirs,

AMENDMENT NUMBER FIVE ("AMENDMENT 5") TO THE GENERAL TERMS AGREEMENT REFERENCE DEG 5327 BETWEEN ROLLS-ROYCE PLC, ROLLS-ROYCE TOTAL CARE SERVICES LIMITED ( "ROLLS-ROYCE " ) AND HAWAIIAN AIRLINES, INC. ( "HAWAIIAN " ), DATED OCTOBER 27, 2008 AS AMENDED (THE " AGREEMENT ")

BACKGROUND:

(A) The Parties entered into the Agreement.


(B)	The Parties wish to amend certain terms of the Agreement that relate to escalation, payment terms and the charges adjustment matrix terms; such amended terms shall apply from the date of this Amendment 5.

AGREED TERMS:

1. INTERPRETATION

In this Amendment 5 capitalised terms that are not otherwise defined have the same meaning as given to them in the Agreement.

2. REPRESENTATIONS AND WARRANTIES

2.1 General

Each Party makes the following representations and warranties to the other:


(a)	it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;

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(b)	it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 5 and the transactions contemplated by it;


(c)	the entry into and performance by it of, and the transactions contemplated by, this Amendment 5 do not and will not conflict with:

(i) any law applicable to it;

(ii) its constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its assets;


(d)	the obligations expressed to be assumed by it in this Amendment 5 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);


(e)	its payment obligations under this Amendment 5 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.

2.2 Survival

Each of the representations and warranties survive the execution of this Amendment 5.

3. AMENDMENTS TO THE AGREEMENT


3.1	The escalation formula detailed in Exhibit E-1 Schedule 2 – Engine Base Price Escalation Formula of the Agreement is deleted in its entirety and replaced with the formula detailed in Appendix A to this Amendment 5.


3.2	The payment terms detailed in Exhibit G – TotalCare Provision, Clause 3 of the Agreement are amended as follows:

[**]


3.3	The [] detailed in [] of the Agreement is deleted in its entirety and replaced with the [**] detailed in Appendix B to this Amendment 5.

4. ASSIGNMENT

The terms and conditions of this Amendment 5 are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party, except as provided in the third paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment 5 shall be void.

5. GENERAL

All rights, obligations and liabilities under this Amendment 5 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 and this Amendment 5 is made without prejudice to either

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of the Parties' existing rights (unless expressly stated in this Amendment 5) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment 5 and the Agreement, the terms of this Amendment 5 shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment 5 shall be considered a default under the Agreement.

6. CONFIDENTIALITY

The provisions of this Amendment 5 are confidential in accordance with Clause 10 of the Agreement, and shall not (except as provided in Clauses 10.7 and 14.12 of the Agreement) be disclosed to any third party without the prior written consent of the other party.

7. INTEGRATION

This Amendment 5 constitutes a "writing" within the meaning of Clause 14.5 of the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.

8. INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the Agreement are hereby incorporated by reference, as though fully set forth herein.

Signed for and on behalf of: Signed for and on behalf of:


HAWAIIAN AIRLINES, INC.	ROLLS-ROYCE PLC

By: /s/ Scott Topping By: /s/ Carl Brazier

Printed Scott Topping Printed Carl Brazier

Title: EVP, CFO and Treasurer Title: Commercial Manager

Signed for and on behalf of: Signed for and on behalf of:


HAWAIIAN AIRLINES, INC.	ROLLS-ROYCE TOTALCARE SERVICES LIMITED

By: By: /s/ J. Shannahan

Printed Printed J. Shannahan

Title: Title: Director

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

Company number: 1003142. Registered in England Amdt 5 to DEG5327

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Appendix A to Amendment 5

EXHIBIT E-1

SCHEDULE 2 – ENGINE BASE PRICE ESCALATION FORMULA

[**]

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

Company number: 1003142. Registered in England Amdt 5 to DEG5327

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Appendix B to Amendment 5

[**]

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Company number: 1003142. Registered in England Amdt 5 to DEG5327

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	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

December 20, 2013

Dear Sirs,

AMENDMENT NUMBER SIX ("AMENDMENT 6") TO THE GENERAL TERMS AGREEMENT REFERENCE DEG 5327 BETWEEN ROLLS-ROYCE PLC, ROLLS-ROYCE TOTAL CARE SERVICES LIMITED (" ROLLS-ROYCE ") AND HAWAIIAN AIRLINES, INC. (" HAWAIIAN "), DATED OCTOBER 27, 2008 AS AMENDED (THE " AGREEMENT ")

BACKGROUND:


(A)	The Parties entered into the Agreement.


(B)	The Parties wish to amend certain terms of the Agreement that relate to Hawaiian's sale and lease-back of spare Engines; such amended terms shall apply from the date of this Amendment 6.


(C)	This Amendment 6 sets out the provisions agreed by the Parties in relation to the above.

AGREED TERMS:


1.	INTERPRETATION

In this Amendment 6 capitalised terms that are not otherwise defined have the same meaning as given to them in the Agreement.


2.	REPRESENTATIONS AND WARRANTIES


2.1	General

Each Party makes the following representations and warranties to the other:


(a)	it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;


(b)	it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 6 and the transactions contemplated by it;

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

Company number: 1003142. Registered in England Amdt 6 to DEG5327

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(c)	the entry into and performance by it of, and the transactions contemplated by, this Amendment 6 do not and will not conflict with:


(i)	any law applicable to it;


(ii)	its constitutional documents; or


(iii)	any agreement or instrument binding upon it or any of its assets;


(d)	the obligations expressed to be assumed by it in this Amendment 6 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors' rights);


(e)	its payment obligations under this Amendment 6 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.


2.2	Survival

Each of the representations and warranties survive the execution of this Amendment 6.

3. AMENDMENTS TO THE AGREEMENT


3.1	The Definition of "Engine" in Clause 1 (Definitions) of the Agreement is hereby deleted in its entirety and replaced with the following:

"Engine" means the [**] Rolls-Royce Trent 772B turbofan engines, as described in Clause A.2.1.3 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, including, without limitation, any spare Engine that becomes subject to a sale and lease-back arrangement between Hawaiian and a lessor.

3.2 The following definition is hereby added into the Agreement under Clause 1 (Definitions):

" Leased Asset " means any Engine delivered on a Leased Aircraft, or any spare Engine that becomes subject to a sale and lease-back arrangement between Hawaiian and a lessor.


3.3	Clause 11 (Intellectual Property Rights) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 11.5:

"Notwithstanding the foregoing, to the extent that any spare Engine has become subject to a sale and lease-back arrangement between Hawaiian and a lessor, then Hawaiian shall continue to enjoy the indemnities and other benefits of this Clause 11 with respect to such Engine."


3.4	Clause 12 (Grant of Warranties and Limitations of Liability) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 12.1:

"Notwithstanding the foregoing, to the extent that any spare Engine has become subject to a sale and lease-back arrangement between Hawaiian and a lessor, then Hawaiian shall continue to enjoy the

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

Company number: 1003142. Registered in England Amdt 6 to DEG5327

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Warranties, Guarantees and other benefits of this Clause 12 with respect to such Engine while it is being operated in Hawaiian's fleet."


3.5	Clause 14.4 (Assignment) of the Agreement is hereby amended by adding (a) "(other than a spare Engine that has become subject to a sale and lease-back arrangement between Hawaiian and a lessor)" immediately after the words "or an Engine" in the first line of the second paragraph of such Clause 14.4 and (b) the following language after the end of the last sentence of such second paragraph:

"In the case of a spare Engine that has become subject to a sale and lease-back arrangement between Hawaiian and a lessor, Hawaiian's rights and obligations remaining at the time of entry into such sale and lease-back transaction under Clauses 11 and 12 and Exhibit C to this Agreement with respect to the effected products shall inure to the benefit of Hawaiian unless Hawaiian has agreed in writing with Rolls-Royce to a contrary arrangement."


3.6	Clause 1.2 of Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the following:

"[**]"


3.7	Exhibit E-1 Schedule 1 to the Agreement is hereby amended by deleting the last paragraph thereof in its entirety and replacing it with the following:

"[**]"


3.8	All references to "Leased Aircraft" in the second paragraph of Clause 1 and Clause 2.1 of Exhibit G are hereby deleted and replaced with "Leased Assets".

The references to "the Engines on such Aircraft" in the second paragraph of Clause 1 and the fourth paragraph of Clause 2.1 of Exhibit G are hereby deleted and replaced with "such Leased Assets".


3.9	Clause 11.6 of Exhibit G to the Agreement is hereby deleted in its entirety and replaced with the following:

"[**]"

3.10

It is the intent of Hawaiian and Rolls-Royce that Hawaiian's subjecting of any spare Engine to a sale and lease-back transaction between Hawaiian and a lessor will not modify Hawaiian's rights and obligations under the Agreement (or any other agreement entered into in connection therewith) with respect to such spare Engine and such spare Engine shall (except as provided in the provisions related to Leased Assets) continue to constitute an Engine for all purposes of the Agreement, entitled to the benefits thereof (including, without limitation, the Warranties, the Guarantees and TotalCare) and the terms of the Agreement (and each other agreement entered into in connection therewith) shall be read and interpreted in accordance with the foregoing.


4.	ASSIGNMENT

The terms and conditions of this Amendment 6 are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party, except as provided in the third paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment 6 shall be void.

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

Company number: 1003142. Registered in England Amdt 6 to DEG5327

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5.	GENERAL

All rights, obligations and liabilities under this Amendment 6 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 and this Amendment 6 is made without prejudice to either of the Parties' existing rights (unless expressly stated in this Amendment 6) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment 6 and the Agreement, the terms of this Amendment 6 shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment 6 shall be considered a default under the Agreement.


6.	CONFIDENTIALITY

The provisions of this Amendment 6 are confidential in accordance with Clause 10 of the Agreement, and shall not (except as provided in Clauses 10.7 and 14.12 of the Agreement) be disclosed to any third party without the prior written consent of the other party.


7.	INTEGRATION

This Amendment 6 constitutes a "writing" within the meaning of Clause 14.5 of the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.


8.	INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the Agreement are hereby incorporated by reference, as though fully set forth herein.

Signed for and on behalf of: Signed for and on behalf of:

HAWAIIAN AIRLINES, INC. ROLLS-ROYCE PLC

By: /s/Scott Topping By: /s/ Carl Brazier

Printed Scott Topping Printed Carl Brazier

Title: EVP, CFO & Treasurer Title: Commercial Manager

Signed for and on behalf of: Signed for and on behalf of:

HAWAIIAN AIRLINES, INC. ROLLS-ROYCE TOTALCARE SERVICES

LIMITED

By: By: /s/ J. Shannahan

Printed Printed J. Shannahan

Title: Title: Director

Page 4 of 4

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

Company number: 1003142. Registered in England Amdt 6 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE



	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: December 17, 2014

Dear Sirs,

AMENDMENT NUMBER SEVEN (“AMENDMENT 7”) TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 BETWEEN ROLLS-ROYCE PLC AND ROLLS-ROYCE TOTALCARE SERVICES LIMITED (“ROLLS-ROYCE”) AND HAWAIIAN AIRLINES, INC. (“HAWAIIAN”), DATED OCTOBER 27 2008 AS AMENDED (the “AGREEMENT”)

BACKGROUND


(A)	The Parties entered into the Agreement.


(B)	The Parties wish to amend certain terms of the Agreement in relation to changes in the Delivery Schedule of [**] .


(C)	The Parties have agreed to update the Exhibit A Aircraft Delivery Schedule to the Agreement.


(D)	This Amendment 7 sets out the provisions agreed by the Parties in relation to the above.

AGREED TERMS


1	INTERPRETATION

In this Amendment 7 capitalised terms that are not otherwise defined have the same meaning as given to the in the Agreement.


2	REPRESENTATIONS AND WARRANTIES

2.1 General

Each Party makes the following representations and warranties to the other:


(a)	It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

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

Company number: 1003142. Registered in England

Page 1 of 4

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

(b) It has the power to enter into, perform and deliver, and has taken all necessary action to

authorise its entry into, performance and delivery of, this Amendment 7 and the transactions

contemplated by it;


(c)	The entry into and performance by it of, and the transactions contemplated by, this Amendment 7 do not and will not conflict with:


(i)	any Law applicable to it;

(ii) its constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its assets;


(d)	The obligations expressed to be assumed by it in this Amendment 7 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy insolvency, reorganisation or other laws of general application affecting the enforcement of creditors' rights);


(e)	Its payment obligations under this Amendment 7 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by law applying to companies generally.

2.2 Survival

Each of the representations and warranties survive the execution of this Amendment 7.


3	AMENDMENTS TO THE AGREEMENT

Exhibit A Aircraft Delivery Schedule to the Agreement is deleted in its entirety and replaced by Appendix 1 Exhibit A to this Amendment 7.


4	ASSIGNMENT

The terms and conditions of this Amendment 7 are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party except as provided in the fourth paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment 7 shall be void.


5	GENERAL

All rights, obligations and liabilities under this Amendment 7 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 Amendment 7 is made without prejudice to either of the Parties’ existing rights (unless expressly stated in this Amendment 7) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment 7 and the Agreement, the terms of this Amendment 7 shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment 7 shall be considered a default under the Agreement.

This Amendment 7 may be executed in one or more counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same instrument. Delivery of an executed

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

Page 2 of 4

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

Company number: 1003142. Registered in England

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

counterpart of a signature page to this Amendment 7 by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment 7.


6	CONFIDENTIALITY

The provisions of this Amendment 7 are confidential in accordance with Clause 10 of the

Agreement, mutatis mutandis, and shall not (except as provided in Clauses 10.7 and 14.1 2 of

the Agreement) be disclosed to any third party without the prior written consent of the other

party.


7	INTEGRATION

This Amendment 7 constitutes a "writing" within the meaning of Clause 14.5 of the Agreement,

embodies the entire agreement and understanding between the parties hereto with respect to

the subject matter hereof and supersedes all prior oral or written negotiations, agreements and

understandings of the parties with respect to the subject matter hereof.


8	INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the

Agreement are hereby incorporated by reference, mutatis mutandis, as though fully set forth

herein.

IN WITNESS WHEREOF the Parties have caused this Amendment 7 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 /s/ Mark B. Dunkerley By:

Printed Mark B. Dunkerley Printed

Title: President and CEO Title:

Signed for and on behalf of: Signed for and on behalf of:


HAWAIIAN AIRLINES, INC.	ROLLS-ROYCE TOTAL CARE SERVICES LIMITED

By /s/ Mark B. Dunkerley By:

Printed Mark B. Dunkerley Printed

Title: President and CEO Title:

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

Page 3 of 4

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

Company number: 1003142. Registered in England

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

APPENDIX 1

Exhibit A Aircraft Delivery Schedule

FIRM AIRCRAFT AND PURCHASE RIGHT AIRCRAFT DELIVERY SCHEDULE

[**]

ROLLS-ROYCE PROPRIETARY INFORMATION – STRICTLY PRIVATE

Page 4 of 4

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

Company number: 1003142. Registered in England

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential



	Rolls-Royce plc PO Box 31,Derby DE24 8BJ,England Telephone: +44 (0) 1332 242424 Fax: +44 (0) 01332 249936 www.rollsroyce.com

Hawaiian Airlines, Inc.

3375 Koapaka Street

Suite G350

Honolulu, Hawaii 96819

USA

December 17, 2014

Dear Sirs,

AMENDMENT NUMBER EIGHT ("AMENDMENT 8") TO THE GENERAL TERMS AGREEMENT REFERENCE DEG 5327 BETWEEN ROLLS-ROYCE PLC, ROLLS-ROYCE TOTAL CARE SERVICES LIMITED ( "ROLLS-ROYCE " ) AND HAWAIIAN AIRLINES, INC. ( "HAWAIIAN " ), DATED OCTOBER 27, 2008 AS AMENDED (THE " AGREEMENT ")

BACKGROUND:

(A) The Parties entered into the Agreement.


(B)	The Parties wish to amend certain terms of the Agreement to harmonise with certain terms agreed in the General Terms Agreement for the Trent 7000 engines between Rolls-Royce and Hawaiian dated in December 2014 with reference DEG8572 ( “DEG 8572” ); such amended terms shall apply from the date of this Amendment 8.

AGREED TERMS:

1. INTERPRETATION

In this Amendment 8 capitalised terms that are not otherwise defined have the same meaning as given to them in the Agreement.

2. REPRESENTATIONS AND WARRANTIES

2.1 General

Each Party makes the following representations and warranties to the other:


(a)	it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;

Page 1 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential


(b)	it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 8 and the transactions contemplated by it;


(c)	the entry into and performance by it of, and the transactions contemplated by, this Amendment 8 do not and will not conflict with:

(i) any law applicable to it;

(ii) its constitutional documents; or

(iii) any agreement or instrument binding upon it or any of its assets;


(d)	the obligations expressed to be assumed by it in this Amendment 8 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors’ rights);


(e)	its payment obligations under this Amendment 8 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.

2.2 Survival

Each of the representations and warranties survive the execution of this Amendment 8.

3. AMENDMENTS TO THE AGREEMENT


3.1	Clause 1.5 of Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the following:

“ [**] ”


3.2	Clause 2.1 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:


“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:


(a)	at [**] levels;


(b)	subject to adjustment on the 1 ^st January of each calendar year in accordance with the formula set out in Schedule 2 to this Exhibit G; and


(c)	[**]

Page 2 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential

Rolls-Royce shall notify Hawaiian of the adjusted charge for each period.

[**] ”


3.3	Clause 2.4 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:


“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:

[**]


3.4	Clause 2.5 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:

“ [**] ”


3.5	Clause 2.7 of Exhibit G of the Agreement is hereby added to the Agreement as follows:

“ [**] ”


3.6	Clause 11.4 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:

[**] ”


3.7	Clause 11.5 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:

[**] ”


3.8	The Parties agree that:

(i) the mechanism described in Clause 11.5(B) of DEG 8572 does not apply to the Agreement; and

(ii) notwithstanding (i) above, upon request of Hawaiian, Rolls-Royce will review on a case by case basis if the mechanism described in Clause 11.5(B) of DEG 8572 can be applied to such Leased Asset. If such review by Rolls-Royce results in agreement by Rolls-Royce, then an amendment to the Agreement will be agreed between the Parties.


3.9	Schedule 2 of Exhibit G of the Agreement is hereby deleted in its entirety and replaced with the following:

Page 3 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential

“ EXHIBIT G

SCHEDULE 2 – [**] ”

Page 4 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential

4. ASSIGNMENT

The terms and conditions of this Amendment 8 are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party, except as provided in the third paragraph of Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment 8 shall be void.

5. GENERAL

All rights, obligations and liabilities under this Amendment 8 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 and this Amendment 8 is made without prejudice to either of the Parties' existing rights (unless expressly stated in this Amendment 8) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment 8 and the Agreement, the terms of this Amendment 8 shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment 8 shall be considered a default under the Agreement.

6. CONFIDENTIALITY

The provisions of this Amendment 8 are confidential in accordance with Clause 10 of the Agreement, and shall not (except as provided in Clauses 10.7 and 14.2 of the Agreement) be disclosed to any third party without the prior written consent of the other party.

7. INTEGRATION

This Amendment 8 constitutes a "writing" within the meaning of Clause 14.5 of the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.

8. INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the Agreement are hereby incorporated by reference, as though fully set forth herein.

Page 5 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Private and confidential



Signed for and on behalf of: HAWAIIAN AIRLINES, INC.		Signed for and on behalf of: ROLLS-ROYCE PLC
By:	/s/ Mark B. Dunkerley	By:	______________________________
Printed:	Mark B. Dunkerley	Printed:	______________________________
Title:	President and CEO	Title:	______________________________



		Signed for and on behalf of: ROLLS-ROYCE TOTALCARE SERVICES LIMITED
		By:	______________________________
		Printed:	______________________________
		Title:	______________________________

Page 6 of 6

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

Company number: 1003142. Registered in England Amdt 8 to DEG5327

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

AMENDMENT No.1

to the

AIRBUS A320 FAMILY PURCHASE AGREEMENT

Dated as of March 18, 2013

between

Airbus S.A.S.

and

Hawaiian Airlines, Inc.

7253424_1.docx Page 1/5

CT1242023 – October 2013

This amendment No.1 (the “ Amendment No.1 ”) is made on the 9th day of October 2013,

BETWEEN

Airbus S.A.S. , a société par actions simplifiée , created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814

(hereinafter referred to as the “ Seller ”), on the one part,

AND

Hawaiian Airlines, Inc ., a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Suite G-350, Honolulu, Hawaii, 96819, United States of America

(hereinafter referred to as the “ Buyer ”), on the other part,

Each individually being hereinafter referred to as a “ Party ” and collectively as the “ Parties ”.

Whereas , the Buyer and the Seller have entered into an A320 Family purchase agreement, reference CT1242023, dated as of March 18, 2013 (the “ Agreement ”), which covers the sale by the Seller and the purchase by the Buyer of sixteen (16) A321-200 aircraft (hereinafter individually or collectively referred to as the “ Aircraft ”).

Whereas , the Buyer has selected the PW Propulsion Systems for installation on the Airframe, and the Buyer and the Seller now wish to amend certain terms of the Agreement as set forth herein.

NOW IT IS HEREBY AGREED AS FOLLOWS .

7253424_1.docx Page 2/5

CT1242023 – October 2013


0.	DEFINITIONS

Capitalised terms used herein and not otherwise expressly defined in this Amendment No.1 shall have the meanings assigned thereto in the Agreement.


1.	PROPULSION SYSTEM AVAILABILITY

Clause 2.2.2 of Letter Agreement No.3 to the Agreement is hereby deleted in its entirety.


2.	MISCELLANEOUS


2.1	The Parties hereby agree that the present Amendment No.1 shall enter into full force and effect from the date mentioned above.

2.2

Except as otherwise provided by the terms and conditions hereof, this Amendment No.1 contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.


2.3	In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.1, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.


2.4	This Amendment No.1 is subject to the confidentiality provisions set forth in Clause 22.11 of the Agreement.

2.5

The Parties agree that this Amendment No.1, upon execution hereof, shall constitute an integral and non-severable part of the Agreement and shall be governed by all of its provisions, as such provisions have been specifically amended pursuant to this Amendment No.1. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement shall continue to be in full force and effect.


2.6	This Amendment No.1 may be executed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

2.7

This Amendment No.1 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the State of New York, New York County, of the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, for the purposes of

7253424_1.docx Page 3/5

CT1242023 – October 2013

any suit, action or other proceeding arising out of this Amendment No.1, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto.

[Remainder of page intentionally left blank. Signature page follows.]

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CT1242023 – October 2013

IN WITNESS WHEREOF, this Amendment No.1 was entered into the day and year first above written.

Agreed and Accepted Agreed and Accepted

For and on behalf of For and on behalf of

Hawaiian Airlines, Inc. Airbus S.A.S.

By: /s/ Scott Topping By: /s/ Patrick de Castlbajac

SCOTT TOPPING

Executive Vice President, Patrick de Castelbajac

Its: Chief Financial Officer & Treasurer Its: Vice President Contracts

Date: October 9, 2013 Date:

7253424_1.docx Page 5/5

CT1242023 – October 2013

AMENDMENT No.2

to the

AIRBUS A320 FAMILY PURCHASE AGREEMENT

Dated as of March 18, 2013

between

Airbus S.A.S.

and

Hawaiian Airlines, Inc.

HAL - A320 Family - Amendment No.2 Page 1 / 5

CT1242023 - December 2014

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Confidential

This amendment No.2 (the “ Amendment No.2 ”) is made on the 17 ^th day of December 2014,

BETWEEN

Airbus S.A.S. , a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond‑Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814

(hereinafter referred to as the " Seller "), on the one part,

AND

(hereinafter referred to as the “ Buyer ”), on the other part,

Each individually being hereinafter referred to as a “ Party ” and collectively as the “ Parties ”.

Whereas , the Buyer and the Seller have entered into an A320 Family purchase agreement, reference CT1242023, dated as of March 18, 2013 including all exhibits, appendices, letter agreements and amendments thereto (collectively the “ Agreement ”), which covers the sale by the Seller and the purchase by the Buyer of A321-200 aircraft.

Whereas , the Buyer and the Seller now wish to amend certain terms of the Agreement as set forth herein.

NOW IT IS HEREBY AGREED AS FOLLOWS.

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CT1242023 - December 2014

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Confidential


0.	DEFINITIONS

Capitalized terms used herein and not otherwise expressly defined in this Amendment No.2 shall have the meanings assigned thereto in the Agreement.

The term “Converted A350 Aircraft” is deleted from the Agreement.

The following term is added to Letter Agreement No.3 to the Agreement:

Converted A330neo Aircraft - as defined in Paragraph 4(c).


1.	ESCALATION

Clause 1.1 of Letter Agreement No.5 to the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

[**]

UNQUOTE


2.	[**]

QUOTE

[**]

(h) [**]

UNQUOTE


3.	EXHIBITS

Exhibit C to the Agreement is deleted in its entirety and replaced with Appendix 1 hereto.


4.	[**]


5.	MISCELLANEOUS


5.1	The Parties hereby agree that the present Amendment No.2 shall enter into full force and effect from the date mentioned above.


5.2	Except as otherwise provided by the terms and conditions hereof, this Amendment No.2 contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an

HAL - A320 Family - Amendment No.2 Page 3 / 5

CT1242023 - December 2014

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Confidential

instrument in writing of even date herewith or subsequent hereto executed by the duly authorised representatives of both Parties.


5.3	In the event of any inconsistency between the terms and conditions of the Agreement and those of the present Amendment No.2, the latter shall prevail to the extent of such inconsistency, whereas the part not concerned by such inconsistency shall remain in full force and effect.


5.4	This Amendment No.2 is subject to the confidentiality provisions set forth in Clause 22.11 of the Agreement.

5.5

The Parties agree that this Amendment No.2, upon execution hereof, shall constitute an integral and non-severable part of the Agreement and shall be governed by all of its provisions, as such provisions have been specifically amended pursuant to this Amendment No.2. Except as otherwise expressly modified herein, all other terms and conditions of the Agreement shall continue to be in full force and effect.


5.6	This Amendment No.2 may be executed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

5.7

This Amendment No.2 shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflicts of laws provisions that would result in the application of the law of any other jurisdiction. Each of the Seller and the Buyer hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the State of New York, New York County, of the United States District Court for the Southern District of New York, in either case located in the Borough of Manhattan, for the purposes of any suit, action or other proceeding arising out of this Amendment No.2, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto.

[Remainder of page intentionally left blank. Signature page follows.]

HAL - A320 Family - Amendment No.2 Page 4 / 5

CT1242023 - December 2014

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Confidential

IN WITNESS WHEREOF, this Amendment No.2 was entered into the day and year first above written.

Agreed and Accepted Agreed and Accepted

For and on behalf of For and on behalf of

Hawaiian Airlines, Inc. Airbus S.A.S.

By: /s/ Mark B. Dunkerley By: /s/ John J. Leahy

Its: President and CEO Its: Chief Operating Officer, Customers


Date:	____________________ Date: __________________

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CT1242023 - December 2014

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Confidential

APPENDIX 1

EXHIBIT C

SELLER SERVICE LIFE POLICY

ITEMS COVERED


1	The Items covered by the Service Life Policy pursuant to Clause 12.2 are those Seller Items of primary and auxiliary structure described hereunder.


2	[**]

HAL - A320 Family - Amendment No. 2 Exh. C - 1 of 1

CT1242023 - December 2014

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Confidential

EXECUTION VERSION

CREDIT AND GUARANTY AGREEMENT

dated as of November 7, 2014

among

HAWAIIAN AIRLINES, INC.,

as Borrower,

HAWAIIAN HOLDINGS, INC.,

as Parent and a Guarantor,

THE SUBSIDIARIES OF THE PARENT PARTY HERETO

OTHER THAN THE BORROWER,

as Guarantors,

THE LENDERS PARTY HERETO,

and

CITIBANK, N.A.,

as Administrative Agent

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Confidential

TABLE OF CONTENTS

Page


Section 1. DEFINITIONS	1


Section 1.01.	Defined Terms 1


Section 1.02.	Terms Generally. 52


Section 1.03.	Accounting Terms; GAAP. 52


Section 2. AMOUNT AND TERMS OF CREDIT	53


Section 2.01.	Commitments of the Lenders. 53


Section 2.02.	Letters of Credit. 54


Section 2.03.	Requests for Loans. 58


Section 2.04.	Funding of Loans. 59


Section 2.05.	Interest Elections. 60


Section 2.06.	Limitation on Eurodollar Tranches. 61


Section 2.07.	Interest on Loans. 61


Section 2.08.	Default Interest. 61


Section 2.09.	Alternate Rate of Interest. 62


Section 2.10.	Repayment of Loans; Evidence of Debt. 62


Section 2.11.	Optional Termination or Reduction of Revolving Commitments. 63


Section 2.12.	Mandatory Prepayment of Loans; Commitment Termination; Change of Control Offer. 63


Section 2.13.	Optional Prepayment of Loans. 66


Section 2.14.	Increased Costs. 67


Section 2.15.	Break Funding Payments. 69


Section 2.16.	Taxes. 70


Section 2.17.	Payments Generally; Pro Rata Treatment. 73


Section 2.18.	Mitigation Obligations; Replacement of Lenders. 74


Section 2.19.	Certain Fees. 75


Section 2.20.	Commitment Fee and Upfront Fee. 75


Section 2.21.	Letter of Credit Fees. 75


Section 2.22.	Nature of Fees. 76


Section 2.23.	Right of Set-Off. 76


Section 2.24.	Security Interest in Letter of Credit Account. 76


Section 2.25.	Payment of Obligations. 77


Section 2.26.	Defaulting Lenders. 77


Section 2.27.	Increase in Commitment. 79


Section 2.28.	Extension of the Revolving Facility. 80


Section 2.29.	Illegality Event. 83


Section 3. REPRESENTATIONS AND WARRANTIES	83

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Section 3.01.	Organization and Authority. 83


Section 3.02.	Air Carrier Status. 84


Section 3.03.	Due Execution. 84


Section 3.04.	Statements Made. 84


Section 3.05.	Financial Statements; Material Adverse Change. 85


Section 3.06.	Ownership of Subsidiaries. 85


Section 3.07.	Liens. 85


Section 3.08.	Use of Proceeds. 85


Section 3.09.	Litigation and Compliance with Laws. 85


Section 3.10.	[Intentionally Omitted]. 86


Section 3.11.	Margin Regulations; Investment Company Act. 86


Section 3.12.	Ownership of Collateral. 86


Section 3.13.	Perfected Security Interests. 86


Section 3.14.	Payment of Taxes. 87


Section 3.15.	Anti-Corruption Laws and Sanctions. 87


Section 4. CONDITIONS OF LENDING	87


Section 4.01.	Conditions Precedent to Closing. 87


Section 4.02.	Conditions Precedent to Each Loan and Each Letter of Credit. 89


Section 5. AFFIRMATIVE COVENANTS	90


Section 5.01.	Financial Statements, Reports, etc. 90


Section 5.02.	Taxes. 93


Section 5.03.	Stay, Extension and Usury Laws. 93


Section 5.04.	Corporate Existence. 93


Section 5.05.	Compliance with Laws. 93


Section 5.06.	Designation of Restricted and Unrestricted Subsidiaries. 94


Section 5.07.	Delivery of Appraisals; Field Audits. (a) The Borrower shall: 94


Section 5.08.	[Intentionally Omitted] 96


Section 5.09.	Citizenship; Collateral Requirements. The Borrower will: 96


Section 5.10.	Collateral Ownership. 96


Section 5.11.	Insurance. The Borrower shall: 96


Section 5.12.	Additional Guarantors; Grantors; Collateral. 97


Section 5.13.	Access to Books and Records. 98


Section 5.14.	Further Assurances. 99


Section 6. NEGATIVE COVENANTS	99


Section 6.01.	Restricted Payments. 99


Section 6.02.	Restrictions on Ability of Restricted Subsidiaries to Pay Dividends

and Make Certain Other Payments. 105


Section 6.03.	Incurrence of Indebtedness and Issuance of Preferred Stock. 107


Section 6.04.	Disposition of Collateral. 113

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Section 6.05.	Transactions with Affiliates. 113


Section 6.06.	Liens. 115


Section 6.07.	Business Activities. 115


Section 6.08.	Liquidity. 115


Section 6.09.	Collateral Coverage Ratio. 115


Section 6.10.	Merger, Consolidation, or Sale of Assets. 117


Section 6.11.	Use of Proceeds. 118


Section 7. EVENTS OF DEFAULT	118


Section 7.01.	Events of Default. 118


Section 8. THE AGENTS	121


Section 8.01.	Administration by Agents. 121


Section 8.02.	Rights of Administrative Agent. 122


Section 8.03.	Liability of Agents. 122


Section 8.04.	Reimbursement and Indemnification. 123


Section 8.05.	Successor Agents. 124


Section 8.06.	Independent Lenders. 124


Section 8.07.	Advances and Payments. 125


Section 8.08.	Sharing of Setoffs. 125


Section 8.09.	Withholding Taxes. 126


Section 8.10.	Appointment by Secured Parties. 126


Section 9. GUARANTY	126


Section 9.01.	Guaranty. 126


Section 9.02.	No Impairment of Guaranty. 127


Section 9.03.	Continuation and Reinstatement, etc. 128


Section 9.04.	Subrogation. 128


Section 9.05.	Discharge of Guaranty. 128


Section 10. MISCELLANEOUS	129


Section 10.01.	Notices. 129


Section 10.02.	Successors and Assigns. 130


Section 10.03.	Confidentiality. 134


Section 10.04.	Expenses; Indemnity; Damage Waiver. 135


Section 10.05.	Governing Law; Jurisdiction; Consent to Service of Process. 137


Section 10.06.	No Waiver. 138


Section 10.07.	Extension of Maturity. 138


Section 10.08.	Amendments, etc. 138


Section 10.09.	Severability. 140


Section 10.10.	Headings. 140


Section 10.11.	Survival. 140

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Section 10.12.	Execution in Counterparts; Integration; Effectiveness. 141


Section 10.13.	USA Patriot Act. 141


Section 10.14.	New Value. 141


Section 10.15.	WAIVER OF JURY TRIAL. 141


Section 10.16.	No Fiduciary Duty. 141


Section 10.17.	Intercreditor Agreements. 142


Section 10.18.	Registrations with International Registry. 142

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INDEX OF APPENDICES

ANNEX A – Commitment Amounts

ANNEX B – List of Aircraft and Engine Appraisers

ANNEX C – Certain Economic Terms

EXHIBIT A – Form of Instrument of Assumption and Joinder

EXHIBIT B – Form of Assignment and Acceptance

EXHIBIT C – Form of Loan Request

EXHIBIT D – Form of Aircraft and Spare Engine Mortgage

EXHIBIT E – Form of Spare Parts Security Agreement

EXHIBIT F – Form of Security Agreement

EXHIBIT G – Form of Other Aircraft Mortgage

SCHEDULE 3.06 – Subsidiaries

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CREDIT AND GUARANTY AGREEMENT, dated as of November 7, 2014, among Hawaiian Airlines, Inc., a Delaware corporation (the “ Borrower ”), Hawaiian Holdings, Inc., a Delaware corporation (“ Parent ”), the direct and indirect Domestic Subsidiaries of the Parent from time to time party hereto other than the Borrower, each of the several banks and other financial institutions or entities from time to time party hereto (the “ Lenders ”), and CITIBANK, N.A. (“ Citibank ”), as administrative agent for the Lenders (together with its permitted successors in such capacity, the “ Administrative Agent ”).

INTRODUCTORY STATEMENT

The Borrower has applied to the Lenders for a revolving credit and revolving letter of credit facility in an aggregate principal amount not to exceed $175,000,000 as set forth herein.

The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries.

To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents, the Borrower and the Guarantors will, among other things, provide to the Administrative Agent and the Lenders the following (each as more fully described herein):

(a) a guaranty from each Guarantor of the due and punctual payment and performance of the Obligations of the Borrower pursuant to Section 9 hereof; and

(b) a security interest in or mortgages (or comparable Liens) with respect to the Collateral from the Borrower and each other Guarantor (if any) pursuant to the Collateral Documents.

Accordingly, the parties hereto hereby agree as follows:

Section 1.
DEFINITIONS

Section 1.01. Defined Terms .

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest at a rate determined by reference to the Alternate Base Rate.

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“ Account ” shall mean all “accounts” as defined in the UCC, and all rights to payment for interest (other than with respect to debt and credit card receivables).

“ Account Control Agreements ” shall mean each three-party security and control agreement entered into by any Grantor, the Administrative Agent and a financial institution which maintains one or more deposit accounts or securities accounts that have been pledged to the Administrative Agent as Collateral hereunder or under any other Loan Document, in each case giving the Administrative Agent exclusive control over the applicable account and in form and substance reasonably satisfactory to the Administrative Agent and as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Account Debtor ” shall mean the Person obligated on an Account.

“ Acquired Debt ” means, with respect to any specified Person:

(1) Indebtedness, Disqualified Stock or preferred stock of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into such specified Person, or became a Subsidiary of such specified Person, to the extent such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Additional Collateral ” shall mean (a) cash that is denominated in Dollars and Cash Equivalents pledged to the Administrative Agent (and subject to an Account Control Agreement), (b) Eligible Accounts of the Borrower or any Grantor, (c) any Eligible Aircraft, Eligible Engines and Eligible Spare Parts of the Borrower or any Grantor and (d) Ground Support Equipment, and all of which assets shall (i) (other than with respect to Additional Collateral of the type described in clause (a) above and new spare Engines subject to proviso (iii) in the first sentence of Section 5.07) be valued by a new Appraisal (or, solely with respect to Additional Collateral of the type described in clause (b) above, by a new Officer’s Certificate setting forth the computed value of such Eligible Account) at the time the Borrower designates such assets as Additional Collateral and (ii) as of any date of addition of such assets as Collateral, be subject, to the extent purported to be created by the applicable Collateral Document, to a perfected first priority Lien and/or mortgage (or comparable Lien), in favor of the Administrative Agent and otherwise subject only to Permitted Liens (excluding those referred to in clauses (5) and (11) of the definition of “Permitted Lien” and, until the time such assets actually become subject to such Lien on such date, clause (2) of the definition of “Permitted Liens”).

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“ Administrative Agent ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Administrator ” shall have the meaning given it in the Regulations and Procedures for the International Registry.

“ Affiliate ” shall mean, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person (a “ Controlled Person ”) shall be deemed to be “controlled by” another Person (a “ Controlling Person ”) if the Controlling Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies of the Controlled Person whether by contract or otherwise.

“ Affiliate Transaction ” shall have the meaning given such term in Section 6.05(a).

“ Agreement ” shall mean this Credit and Guaranty Agreement, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Aggregate Exposure ” shall mean, with respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.

“ Aggregate Exposure Percentage ” shall mean, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“ Aircraft ” means any contrivance invented, used, or designed to navigate, or fly in, the air.

“ Aircraft and Spare Engine Mortgage ” means the Mortgage and Security Agreement, in substantially the form of Exhibit D, entered into by the Borrower and the Administrative Agent, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Aircraft Appraiser ” shall mean (i) ICF International, Inc. (ii) Morten, Beyer and Agnew or (iii) any other independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent.

“ Aircraft Protocol ” means the official English language text of the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft

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Equipment adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements and revisions thereto, as in effect in the United States.

“ Airline/Parent Merger ” means the merger or consolidation, if any, of the Borrower and the Parent.

“ Airport Authority ” shall mean any city or any public or private board or other body or organization chartered or otherwise established for the purpose of administering, operating or managing airports or related facilities, which in each case is an owner, administrator, operator or manager of one or more airports or related facilities.

“ Alternate Base Rate ” shall mean, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the sum of the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the sum of the One-Month LIBOR in effect on such day plus 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the One-Month LIBOR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the One-Month LIBOR, respectively.

“ Anti-Corruption Laws ” means all laws, rules and regulations of the United States applicable to Parent or its Subsidiaries from time to time intended to prevent or restrict bribery or corruption.

“ Appliance ” shall mean any instrument, equipment, apparatus, part, appurtenance, or accessory used, capable of being used, or intended to be used, in operating or controlling Aircraft in flight, including a parachute, communication equipment, and another mechanism installed in or attached to Aircraft during flight, and not a part of an Aircraft, Engine, or Propeller.

“ Applicable Margin ” shall mean (i) in the case of Eurodollar Loans, 3.00% per annum and (ii) in the case of ABR Loans, 2.00% per annum.

“ Appraised Collateral ” shall mean Collateral consisting of Eligible Aircraft, Eligible Engines, Eligible Spare Parts, Ground Support Equipment or any other individual asset that, in each case is included in an Appraisal.

“ Appraisal ” means any appraisal, dated the date of delivery thereof, prepared by (A) in the case of Aircraft or Engines, the Aircraft Appraiser, or, (B) in the case of Spare Parts or Ground Support Equipment, ICF International or another independent appraisal firm appointed by the Borrower and reasonably satisfactory to the Administrative Agent, which certifies, at the time of determination, in reasonable detail the Appraised Value of Appraised Collateral and, (w) in the case of Aircraft or Engines, is a “desk-top” appraisal of the fair market value assuming

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half-life condition, except that any such equipment that is Stored shall have an assumed value of zero, (x) in the case of Spare Parts, whose methodology and form of presentation are reasonably satisfactory to the Administrative Agent and (y) in the case of any Appraised Collateral, which is in form and substance reasonably satisfactory to the Administrative Agent.

“ Appraised Value ” shall mean, as of any date of determination, with respect to any Appraised Collateral, the aggregate fair market value of such Appraised Collateral as reflected in the most recent Appraisal delivered to the Administrative Agent in respect of such Appraised Collateral in accordance with this Agreement as of that date (for the avoidance of doubt, except in the case of Pledged Spare Parts, calculated after giving effect to any additions to or eliminations from the Collateral since the date of delivery of such Appraisal), provided that:

(i) in the case of any Appraisal of Aircraft or Engines delivered after the Closing Date, (x) such Appraisal shall, at the Borrower’s expense, be prepared by the Aircraft Appraiser and (y) the Borrower shall have the right to obtain two additional Appraisals from two other appraisal firms named on Annex B (or other appraisal firms appointed by the Borrower and reasonably satisfactory to the Administrative Agent) no later than 30 days after the Appraisal referred to in the preceding clause (x) shall have been delivered to the Administrative Agent, in which case the Appraised Value of the applicable Aircraft or Engines shall be the average of the three Appraisals; and

(ii) if any new spare Engine added to the Collateral within 90 days after delivery from the manufacturer to Borrower is an Existing Engine Type, the initial Appraised Value for such new spare Engine shall be the higher of (x) the highest Appraised Value for any pledged spare Engines then included in the Collateral of such Existing Engine Type, determined using the most recent Appraisal delivered to the Administrative Agent in respect of the applicable pledged spare Engine, or (y) if the Borrower elects to provide a new Appraisal with respect to any new spare Engine being added to the Collateral, the Appraised Value given to such new spare Engine in such initial Appraisal, in each case at the Borrower’s election.

“ Approved Fund ” shall have the meaning given such term in Section 10.02(b).

“ ARB Indebtedness ” shall mean, with respect to the Borrower or any of its Subsidiaries, without duplication, all Indebtedness or obligations of the Borrower or such Subsidiary created or arising with respect to any limited recourse revenue bonds issued for the purpose of financing or refinancing improvements to, or the construction or acquisition of, airport and other related facilities and equipment, the use or construction of which qualifies and renders interest on such bonds exempt from certain federal or state taxes.

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“ Assignment and Acceptance ” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.02), and accepted by the Administrative Agent, substantially in the form of Exhibit C.

“ Banking Product Obligations ” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository and cash management services, netting services and automated clearing house transfers of funds services, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith.

“ Bankruptcy Code ” shall mean The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. Section 101 et seq.

“ Bankruptcy Event ” shall mean, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, provided, further, that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Bankruptcy Law ” means the Bankruptcy Code or any similar federal or state law for the relief of debtors.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“ Board ” shall mean the Board of Governors of the Federal Reserve System of the United States.

“ Board of Directors ” means:

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(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members, manager or managers or any controlling committee of managing members or managers thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Borrowing ” shall mean the incurrence, conversion or continuation of Loans of a single Type made from all the Revolving Lenders on a single date and having, in the case of Eurodollar Loans, a single Interest Period.

“ Borrowing Base ” shall mean, as of any date of determination, the sum of:

(a) 85% of the aggregate Certified Value of the Pledged Accounts, plus

(b) 75% of the aggregate Appraised Value of the Pledged Engines, plus

(c) 75% of the aggregate Appraised Value of the Pledged Aircraft that are Class I Aircraft (other than Other Eligible Aircraft), plus

(d) 70% of the aggregate Appraised Value of the Pledged Aircraft that are Class II Aircraft (other than Other Eligible Aircraft), plus

(e) 65% of the aggregate Appraised Value of the Pledged Aircraft that are Other Eligible Aircraft, plus

(f) 75% of the aggregate Appraised Value of the Pledged Spare Parts, plus

(g) 60% of the aggregate Appraised Value of the Pledged Ground Support Equipment, plus

(i) the sum of (i) 100% of the amount of cash and Cash Equivalents of the type described in clauses (1), (2), (4) through, (6) and (8) through (10) of the definitions

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thereof pledged at such time as Collateral and (ii) 62. 5% of the amount of Cash Equivalents of the type described in clauses (3), (5) and (11) of the definition thereof pledged at such time as Collateral, in each case subject to an Account Control Agreement but excluding any cash used to Cash Collateralize LC Exposure pursuant to Section 2.02(j));

determined (i) in the case of clause (a) above, using most recent Officer’s Certificate delivered pursuant to Section 5.01(f) with respect to the applicable Pledged Accounts (ii) in the case of clauses (b)-(h) above, using the most recent Appraisal delivered to the Administrative Agent in respect of the applicable Appraised Collateral and (iii) in each case, excluding the Appraised Value of any Appraised Collateral that is not Eligible Collateral; provided that for purposes of determining the Borrowing Base at any time (w) the Calculated Value of the Pledged Accounts included in the Borrowing Base shall be capped at 30% of the total Borrowing Base, (x) the Calculated Value of the Pledged Aircraft that are Other Eligible Aircraft included in the Borrowing Base shall be capped at 20% of the total Borrowing Base, (y) the Calculated Value of the Pledged Ground Support Equipment included in the Borrowing Base shall be capped at 20% of the total Borrowing Base and (z) the aggregate Calculated Value of the Pledged Accounts, Pledged Aircraft that are Other Eligible Aircraft and Pledged Ground Support Equipment included in the Borrowing Base shall be capped at 50% of the total Borrowing Base. For purposes of this definition, each of the amounts determined pursuant to clauses (a)-(i) of this definition with respect to a particular type of Collateral shall be referred to as the “ Calculated Value ” of such type of Collateral.

“ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in New York City are required or authorized to remain closed (and, for a Letter of Credit, other than a day on which the Issuing Lender issuing such Letter of Credit is closed); provided , however , that when used in connection with the borrowing or repayment of a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits on the London interbank market.

“ Cape Town Convention ” shall mean the official English language text of the Convention on International Interests in Mobile Equipment, adopted on November 16, 2001 at a diplomatic conference in Cape Town, South Africa, and all amendments, supplements and revisions thereto, as in effect in the United States.

“ Cape Town Country ” shall mean any country which is a contracting party to, and has implemented, the Cape Town Convention.

“ Cape Town Treaty ” shall mean, collectively, (a) the Cape Town Convention, (b) the Aircraft Protocol, and (c) all rules and regulations (including but not limited to the Regulations and Procedures for the International Registry) adopted pursuant thereto and all amendments, supplements and revisions thereto.

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“ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized and reflected as a liability on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“ Capital Markets Offering ” means any offering of “securities” (as defined under the Securities Act) in (a) a public offering registered under the Securities Act, or (b) an offering not required to be registered under the Securities Act (including, without limitation, a private placement under Section 4(2) of the Securities Act, an exempt offering pursuant to Rule 144A and/or Regulation S of the Securities Act and an offering of exempt securities).

“ Capital Stock ” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Collateralization ” or “ Cash Collateralized ” shall have the meaning given such term in Section 2.02(j).

“ Cash Equivalents ” means:

(1) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof;

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(2) direct obligations of state and local government entities, in each case maturing within one year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent thereof) from S&P or A3 (or the equivalent thereof) from Moody’s;

(3) obligations of domestic or foreign companies and their subsidiaries (including, without limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress, which are not backed by the full faith and credit of the United States), including, without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case maturing within one year from the date of acquisition thereof;

(4) Investments in commercial paper maturing within 365 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent thereof) from S&P or P-2 (or the equivalent thereof) from Moody’s;

(5) Investments in certificates of deposit (including Investments made through an intermediary, such as the certificated deposit account registry service), banker’s acceptances, time deposits, eurodollar time deposits and overnight bank deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any other commercial bank of recognized standing organized under the laws of the United States or any State thereof that has a combined capital and surplus and undivided profits of not less than $250.0 million;

(6) fully collateralized repurchase agreements with a term of not more than six months for underlying securities that would otherwise be eligible for investment;

(7) Investments in money in an investment company registered under the Investment Company Act of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment advisors, banks and brokerage houses which invest its assets in obligations of the type described in clauses (1) through (6) above. This could include, but not be limited to, money market funds or short-term and intermediate bonds funds;

(8) money market funds that (A) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (B) are rated AAA (or the equivalent thereof) by S&P and Aaa (or the equivalent thereof) by Moody’s and (C) have portfolio assets of at least $5.0 billion;

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(9) deposits available for withdrawal on demand with commercial banks organized in the United States having capital and surplus in excess of $100.0 million;

(10) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A- by S&P or A3 by Moody’s; and

(11) any other securities or pools of securities that are classified under GAAP as cash equivalents or short-term investments on a balance sheet.

“ Certified Value ” means, with respect to any Pledged Account, the computed value of such Pledged Account as set forth in the most recent Officer’s Certificate delivered by the Borrower pursuant to Section 5.01(f) with respect to such Pledged Account.

“ Change in Law ” shall mean, after the date hereof, (a) the adoption of any law, rule or regulation after the date of this Agreement (including any request, rule, regulation, guideline, requirement or directive promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III) or (b) compliance by any Lender or Issuing Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or Issuing Lender through which Loans and/or Letters of Credit are issued or maintained or by such Lender’s or Issuing Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Change of Control ” means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act));

(2) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above)) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent

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(measured by voting power rather than number of shares), other than (A) any such transaction where the Voting Stock of the Parent (measured by voting power rather than number of shares) outstanding immediately prior to such transaction constitutes or is converted into or exchanged for a majority of the outstanding shares of the Voting Stock of such Beneficial Owner (measured by voting power rather than number of shares), or (B) any merger or consolidation of the Parent with or into any Person (including any “person” (as defined above)) which owns or operates (directly or indirectly through a contractual arrangement) a Permitted Business (a “Permitted Person”) or a Subsidiary of a Permitted Person, in each case, if immediately after such transaction no Person (including any “person” (as defined above)) is the Beneficial Owner, directly or indirectly, of more than 50% of the total Voting Stock of such Permitted Person (measured by voting power rather than number of shares); or

(3) during any period of up to 24 consecutive months, a majority of the Board of Directors (excluding vacant seats) of the Parent shall cease to consist of Continuing Directors.

“ Change of Control Offer ” shall have the meaning given such term in Section 2.12(g).

“ Citibank ” has the meaning set forth in the first paragraph of this Agreement.

“ Class I Aircraft ” means Eligible Aircraft of the type described in clauses (a), (b) and (c) of the definition of Section 1110 Eligible Aircraft.

“ Class II Aircraft ” means Eligible Aircraft of the type described in clause (d) of the definition of Section 1110 Eligible Aircraft.

“ Closing Date ” shall mean the date on which this Agreement has been executed and the conditions precedent set forth in Section 4.01 have been satisfied or waived.

“ Closing Date Transactions ” shall mean the Transactions other than (x) the borrowing of Loans after the Closing Date and the use of the proceeds thereof, and (y) the request for and issuance of Letters of Credit hereunder after the Closing Date.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” means (i) the assets and properties of the Grantors upon which Liens have been granted to the Administrative Agent to secure the Obligations, including without limitation any Additional Collateral and all of the “Collateral” as defined in the Collateral Documents, but excluding all such assets and properties released from such Liens pursuant to the

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applicable Collateral Document, and (ii) each of the Letter of Credit Account and the Collateral Proceeds Account, together with all amounts on deposit therein and all proceeds thereof.

“ Collateral Coverage Ratio ” shall mean, as of any date, the ratio of (i) the total Borrowing Base of the Eligible Collateral as of such date to (ii) the sum, without duplication, of (x) the Total Revolving Extensions of Credit then outstanding (other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)), plus (y) the aggregate amount of all Designated Hedging Obligations that constitute “Obligations” then outstanding (such sum, the “ Total Obligations ”).

“ Collateral Documents ” shall mean, collectively, the Aircraft and Spare Engine Mortgage, each Other Aircraft Mortgage, the Spare Parts Security Agreement, the Security Agreement, the Account Control Agreements and other agreements, instruments or documents, in each case if executed and delivered by the applicable Grantor(s), that create or purport to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties, in each case so long as such agreement, instrument or document shall not have been terminated in accordance with its terms.

“ Collateral Material Adverse Effect ” shall mean a material adverse effect on the value of the Collateral, taken as a whole.

“ Collateral Proceeds Account ” shall mean a segregated account or accounts held by or under the control of the Administrative Agent into which the Net Proceeds of any Collateral Sale or Recovery Event may be deposited in accordance with the provisions of this Agreement.

“ Collateral Sale ” shall mean any sale of Collateral or series of related sales of Collateral having an Appraised Value in excess of $25,000,000.

“ Commitment Fee ” shall have the meaning set forth in Section 2.20

“ Commitment Fee Rate ” shall mean 0.425% per annum.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

“ Consolidated EBITDAR ” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with any Disposition of assets, to the extent such losses were deducted in computing such Consolidated Net Income; plus

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(2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3) the Fixed Charges of such Person and its Restricted Subsidiaries, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4) any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries to the extent that such depreciation, amortization and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(6) extraordinary, nonrecurring or unusual losses (including charges with respect to the grounding or retirement of aircraft) for such period to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(7) the amortization of debt discount to the extent that such amortization was deducted in computing such Consolidated Net Income; plus

(8) deductions for grants to any employee of the Parent or its Restricted Subsidiaries of any Equity Interests during such period to the extent deducted in computing such Consolidated Net Income; plus

(9) any net loss arising from the sale, exchange or other disposition of capital assets by the Parent or its Restricted Subsidiaries (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities) to the extent such loss was deducted in computing such Consolidated Net Income; plus

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(10) any losses arising under fuel hedging arrangements entered into prior to the Closing Date and any losses actually realized under fuel hedging arrangements entered into after the Closing Date, in each case to the extent deducted in computing such Consolidated Net Income; plus

(11) cash restructuring charges in an aggregate amount not to exceed $10.0 million in any fiscal year to the extent such charges were deducted in computing such Consolidated Net Income; plus

(12) all cost-savings, integration costs, transactional costs, expenses and charges incurred in connection with the consummation of any transaction related to any permitted acquisition, merger, disposition, issuance of Indebtedness, issuance of Equity Interests, or any Investment (including but not limited to any Airline/Parent Merger), in each case, to the extent (a) permitted under this Agreement and (b) deducted in computing such Consolidated Net Income; plus

(13) proceeds from business interruption insurance for such period, to the extent not already included in computing such Consolidated Net Income; plus

(14) any expenses and charges that are covered by indemnification or reimbursement provisions in connection with any permitted acquisition, merger, disposition, incurrence of Indebtedness, issuance of Equity Interests or any investment to the extent (a) actually indemnified or reimbursed and (b) deducted in computing such Consolidated Net Income; plus

(15) costs and expenses, including fees, incurred directly in connection with the consummation of the Closing Date Transactions to the extent deducted in computing such Consolidated Net Income; minus

(16) non-cash items, other than the accrual of revenue in the ordinary course of business, to the extent such amount increased such Consolidated Net Income; minus

(17) the sum of (A) income tax credits, (B) interest income and (C) extraordinary, non-recurring or unusual gains included in computing such Consolidated Net Income;

in each case, determined on a consolidated basis in accordance with GAAP.

“ Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries

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for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary of such Person), determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1) all net after tax extraordinary, non-recurring or unusual gains or losses and all gains or losses realized in connection with any Disposition of assets of such Person or the disposition of securities by such Person or the early extinguishment of Indebtedness of such Person, together with any related provision for taxes on any such gain, will be excluded;

(2) the net income (but not loss) of any Person that is not the specified Person or a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included for such period only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or Restricted Subsidiary of the specified Person;

(3) the net income (but not loss) of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(4) the cumulative effect of a change in accounting principles on such Person will be excluded;

(5) the effect of non-cash gains and losses of such Person resulting from Hedging Obligations, including attributable to movement in the mark-to-market valuation of Hedging Obligations pursuant to Financial Accounting Standards Board Accounting Standards Codification 815 – Derivatives and Hedging will be excluded;

(6) any non-cash compensation expense recorded from grants by such Person of stock appreciation or similar rights, stock options or other rights to officers, directors or employees, will be excluded;

(7) the effect on such Person of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs) in connection with any acquisition, disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Closing Date resulting from the

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application of Financial Accounting Standards Board Accounting Standards Codifications 205 – Presentation of Financial Statements, 350 – Intangibles – Goodwill and Other, 360 – Property, Plant and Equipment and 805 – Business Combinations (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed), will be excluded; and

(8) any provision for income tax reflected on such Person’s financial statements for such period will be excluded to the extent such provision exceeds the actual amount of taxes paid in cash during such period by such Person and its consolidated Subsidiaries.

“ Continuing Directors ” shall mean, as of any date or for any period of determination, any member of the Board of Directors of the Parent who:

(1) was a member of such Board of Directors on the first day of such period; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“ Credit Card Receivable ” means any right to payment (including, but not limited to, the right to payment for goods, services, insurance, fees, taxes, prepayment penalties and finance charges) from (i) any issuer of a credit card arising from goods or services provided or to be provided by a Grantor or (ii) has been transferred in whole or part to a settlement and/or processing system or, to the extent such settlement and/or processing system has received any collections with respect to such right of payment, any right to payment from such settlement and/or processing system of such claims against an issuer of a credit card. For the avoidance of doubt, Mileage Plan Receivables and Interline Receivables shall not be deemed to be Credit Card Receivables for purposes of this Agreement.

“ Credit Facilities ” means, one or more debt facilities, commercial paper facilities, reimbursement agreements or other agreements (other than the Loan Documents) providing for the extension of credit, whether secured or unsecured, in each case, with banks, insurance companies, financial institutions or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, surety bonds or insurance products, in each case, as amended, restated, modified, renewed, extended, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities) in whole or in part from time to time.

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“ Default ” means any event that, unless cured or waived, is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Defaulting Lender ” shall mean, at any time, any Revolving Lender that (a) has failed, within two (2) Business Day of the date required to be funded or paid by it hereunder, to fund or pay (x) any portion of the Revolving Loans or (y) any other amount required to be paid by it hereunder to the Administrative Agent or any other Lender (or its banking Affiliates), unless, in the case of clause (x) above, such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower, the Administrative Agent or any other Lender in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations (i) under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or (ii) generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, any other Lender or the Borrower, acting in good faith, to provide a confirmation in writing from an authorized officer or other authorized representative of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, which request shall only have been made after the conditions precedent to borrowings have been met, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s, such other Lender’s or the Borrower’s, as applicable, receipt of such confirmation in form and substance satisfactory to it and the Administrative Agent, (d) has become, or has had its Parent Company become, the subject of a Bankruptcy Event. If the Administrative Agent determines that a Revolving Lender is a Defaulting Lender under any of clauses (a) through (d) above, such Revolving Lender will be deemed to be a Defaulting Lender upon notification of such determination by the Administrative Agent to the Borrower, and the Revolving Lenders.

“ Designated Banking Product Agreement ” means any agreement evidencing Designated Banking Product Obligations entered into by the Parent or the Borrower and any Person that, at the time such Person entered into such agreement, was a Lender or a banking Affiliate of a Lender, in each case designated by the relevant Lender and the Borrower, by written notice to the Administrative Agent, as a “Designated Banking Product Agreement” provided that, so long as any Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights hereunder with respect to any Designated Banking Product Agreement entered into while such Revolving Lender was a Defaulting Lender.

“ Designated Banking Product Obligations ” means any Banking Product Obligations, in each case as designated by any Lender (or a banking Affiliate thereof) and the Parent or the Borrower from time to time and agreed to by the Administrative Agent as

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constituting “Designated Banking Product Obligations,” which notice shall include (i) a copy of an agreement providing an agreed-upon maximum amount of Designated Banking Product Obligations that can be included as Obligations, and (ii) the acknowledgment of such Lender (or such banking Affiliate) that its security interest in the Collateral securing such Designated Banking Product Obligations shall be subject to the Loan Documents.

“ Designated Hedging Agreement ” means any Hedging Agreement entered into by the Parent or the Borrower and any Person that, at the time such Person entered into such Hedging Agreement, was a Lender or an Affiliate of a Lender, as designated by the relevant Lender (or Affiliate of a Lender) and the Parent or the Borrower, by written notice to the Administrative Agent, as a “Designated Hedging Agreement,” which notice shall include a copy of an agreement providing for (i) a methodology agreed to by the Parent or the Borrower, such Lender or Affiliate of a Lender, and the Administrative Agent for reporting the outstanding amount of Designated Hedging Obligations under such Designated Hedging Agreement from time to time, (ii) an agreed-upon maximum amount of Designated Hedging Obligations under such Designated Hedging Agreement that can be included as Obligations, and (iii) the acknowledgment of such Lender or Affiliate of a Lender that its security interest in the Collateral securing such Designated Hedging Obligations shall be subject to the Loan Documents; provided that, after giving effect to such designation, the aggregate agreed-upon maximum amount of all “Designated Hedging Obligations” included as Obligations shall not exceed 10% of the original Total Revolving Commitment in effect on the Closing Date in the aggregate; provided , further, that so long as any Revolving Lender is a Defaulting Lender, such Revolving Lender shall not have any rights hereunder with respect to any Designated Hedging Agreement entered into while such Revolving Lender was a Defaulting Lender.

“ Designated Hedging Obligations ” means, as applied to any Person, all Hedging Obligations of such Person under Designated Hedging Agreements after taking into account the effect of any legally enforceable netting arrangements included in such Designated Hedging Agreements; it being understood and agreed that, on any date of determination, the amount of such Hedging Obligations under any Designated Hedging Agreement shall be determined based upon the “settlement amount” (or similar term) as defined under such Designated Hedging Agreement or, with respect to a Designated Hedging Agreement that has been terminated in accordance with its terms, the amount then due and payable (exclusive of expenses and similar payments but including any termination payments then due and payable) under such Designated Hedging Agreement.

“ Disposition ” shall mean, with respect to any property, any sale, lease, sale and leaseback, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed of” shall have correlative meanings.

“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the

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option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale), is convertible or exchangeable for Indebtedness or Disqualified Stock, or is redeemable at the option of the holder of the Capital Stock, in whole or in part (other than as a result of a change of control or asset sale), on or prior to the date that is 91 days after the Revolving Facility Maturity Date. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Parent to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Parent may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 6.01 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Parent and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“ Dollars ” and “ $ ” shall mean lawful money of the United States of America.

“ Domestic Subsidiary ” shall mean any Restricted Subsidiary of the Parent that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees, or pledges any property or assets to secure, any Obligations or Junior Secured Debt.

“ DOT ” shall mean the United States Department of Transportation and any successor thereto.

“ Eligible Accounts ” means, as of any date of determination, any Account owned by the Borrower or another Grantor constituting Collateral and that is shown on the most recent Officer’s Certificate delivered by the Borrower to the Administrative Agent pursuant to Section 5.01(f), net of, without duplication, all reserves against such Account, and except, without duplication, any Account of the Borrower or any other Grantor, in each case, as of such date:

(1) that does not arise from the air transportation of passengers, freight and cargo or the sale of goods or performance of services by such Grantor in the Ordinary Course of Business;

(2) (i) upon which such Grantor’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever or (ii) as to which such Grantor is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process, or (iii) if the Account represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to a

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contract under which the Account Debtor’s obligation to pay that invoice is subject to such Grantor’s completion of further performance under such contract or is subject to the equitable lien of a surety bond issuer; provided, that clauses (i) and (iii) above shall not apply to receivables in respect of the transportation of passengers in the Ordinary Course of Business;

(3) to the extent that any defense, counterclaim, setoff or dispute is asserted as to such Account;

(4) that is not a true and correct statement of bona fide indebtedness or incurred in the amount of the Account for goods and services sold to or services rendered, to be rendered with respect to receivables in respect of the transportation of passengers, and goods accepted by the applicable Account Debtor;

(5) with respect to which an invoice has not been sent to the applicable Account Debtor;

(6) that is owed by any director, officer, other employee or Affiliate of such Grantor;

(7) that is the obligation of an Account Debtor that is the United States government or a political subdivision thereof, or any state, county or municipality or department, agency or instrumentality thereof unless such Grantor, if necessary or desirable, has complied with respect to such obligation with the Federal Assignment of Claims Act of 1940, or any applicable state, county or municipal law restricting the assignment thereof with respect to such obligation and such assignment has been accepted and acknowledged by the appropriate governmental officers;

(8) that is in default and such default is reasonably likely to result in such Account Debtor’s failure to make payment with respect to such Account; provided, that, without limiting the generality of the foregoing, an Account shall be deemed in default upon the occurrence of any of the following: (i) the Account is not paid within ninety (90) days following its original invoice date (and in determining the aggregate amount from the same Account Debtor that is unpaid hereunder there shall be excluded the amount of any notes receivable held by an Account Debtor which are unpaid more than 90 days after the due date for payment), (ii) the Account Debtor obligated upon such Account suspends business, makes a general assignment for the benefit of creditors or fails to pay its debts generally as they come due or (iii) a petition is filed by or against any Account Debtor obligated upon such Account under any bankruptcy law or any other federal, state or foreign (including any provincial) receivership, insolvency relief or other law or laws for the relief of debtors;

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(9) as to which the Lien of the Administrative Agent for the benefit of the Secured Parties is not a first priority perfected Lien (subject to Permitted Liens);

(10) as to which any of the representations or warranties in the Loan Documents with respect to such specific Account are untrue;

(11) to the extent such Account is evidenced by a judgment, instrument or chattel paper;

(12) to the extent that such Account, together with all other Accounts owing by such Account Debtor and its Affiliates exceeds 10% of all Eligible Accounts;

(13) that has been sold, transferred or discounted to a collection agency in connection with collections of delinquent receivables;

(14) that is a Credit Card Receivable;

(15) to the extent such Account is a Mileage Plan Receivable or Interline Receivable relating to sales which have yet to be concluded or which is then subject to any netting arrangements, set-off or offsets by the Account Debtor; and

(16) for which the applicable Grantor has not been subject to a Field Audit.

provided , however , that (x) with respect to any Account that is not payable in Dollars, the Certified Value of such Account shall be capped at 90% of the computed value of such Account set forth in the most recent Officer’s Certificate delivered pursuant to Section 5.01(f) and (y) it shall be a further condition to the pledge of any Account that is a Mileage Plan Receivable or Interline Receivable that the following additional conditions are satisfied at the time of the initial pledge of such type of Account to the Administrative Agent:

(i) the Account Debtor to such Account subordinates any claim, right of set-off or Lien held by it to the Lien of the Administrative Agent by delivering a subordination and consent agreement in form and substance reasonably satisfactory to the Administrative Agent; and

(ii) the Administrative Agent shall have received such opinions with respect to the pledge of such Account as the Administrative Agent may reasonably request.

“ Eligible Aircraft ” shall mean (i) Section 1110 Eligible Aircraft and (ii) Other Eligible Aircraft.

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“ Eligible Assignee ” shall mean (a) a commercial bank having total assets in excess of $1,000,000,000, (b) a finance company, insurance company or other financial institution or fund, in each case reasonably acceptable to the Administrative Agent, which in the ordinary course of business extends credit of the type contemplated herein or invests therein and has total assets in excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or Section 406 of ERISA, (c) any Lender or any Affiliate of any Lender, provided that, in the case of any assignment by a Lender that was not an initial Lender or an Affiliate of an initial Lender, such Affiliate has total assets in excess of $200,000,000, (d) an Approved Fund of any Lender, provided that such Approved Fund has total assets in excess of $200,000,000, and (e) any other financial institution reasonably satisfactory to the Administrative Agent, provided that such financial institution has total assets in excess of $200,000,000; provided , further , that so long as no Event of Default has occurred and is continuing, no (i) airline, commercial air freight carrier, air freight forwarder or entity engaged in the business of parcel transport by air or (ii) Affiliate of any Person described in clause (i) above (other than any Affiliate of such Person as a result of common control by a Governmental Authority or instrumentality thereof, any Affiliate of such Person who becomes a Lender with the consent of the Borrower in accordance with Section 10.02(b), and any Affiliate of such Person under common control with such Person which Affiliate is not actively involved in the management and/or operations of such Person), shall constitute an Eligible Assignee; provided ; further , that none of the Borrower, any Guarantor or any Affiliate of the Borrower or any Guarantor shall constitute an Eligible Assignee.

“ Eligible Collateral ” shall mean, on any date of determination, all Collateral on which the Administrative Agent shall, as of such date, have, to the extent purported to be created by the applicable Collateral Document, a valid and perfected first priority Lien and/or mortgage (or comparable Lien) and which is otherwise subject only to Permitted Liens; provided , with respect to any Appraised Collateral comprising 10% or more (determined on the date such Appraised Collateral was added as Collateral) of the total Borrowing Base of all Eligible Collateral on which the Administrative Agent shall have been granted a valid and perfected first priority Lien and/or mortgage (or comparable Lien) subject only to Permitted Liens after the Closing Date in any individual transaction or series of substantially simultaneous transactions, at any time when the Administrative Agent shall not have received Appraisals, pursuant to Section 5.07 or otherwise pursuant to this Agreement, with respect to substantially all of the existing Appraised Collateral included in the Eligible Collateral within the 180-day period preceding the date on which such Collateral is pledged (a “ 180-day Period ”), such Appraised Collateral shall not, solely for purposes of satisfying the conditions set forth in Section 6.09(c) in connection with any release of Collateral requested by the Borrower pursuant to Section 6.09(c), constitute Eligible Collateral until the earlier of (x) the date on which the Administrative Agent shall have held such Lien and/or mortgage (or comparable Lien) for at least ninety (90) continuous days from the grant or perfection thereof prior to its constituting Eligible Collateral or (y) the date on which the Administrative Agent shall have received Appraisals (including, for

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purposes of this clause (y), all Appraisals received during such 180-Day Period), as applicable, pursuant to Section 5.07 or otherwise pursuant to this Agreement, with respect to substantially all of the other Appraised Collateral.

“ Eligible Engine ” shall mean any Engine suitable for installation on an Eligible Aircraft or any other Engine reasonably acceptable to the Administrative Agent, in each case that are owned by the Borrower and that are eligible for the benefits of Section 1110.

“ Eligible Spare Parts ” shall mean any Spare Parts and Appliances, in each case that are owned by the Borrower and that are eligible for the benefits of Section 1110.

“ Engine ” shall mean an engine used, or intended to be used, to propel an Aircraft, including a part, appurtenance, and accessory of such Engine, except a Propeller.

“ Environmental Laws ” shall mean all applicable laws (including common law), statutes, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating to the environment, preservation or reclamation of natural resources, the handling, treatment, storage, disposal, Release or threatened Release of, or the exposure of any Person (including employees) to, any Hazardous Materials.

“ Environmental Liability ” shall mean any liability (including any liability for damages, natural resource damage, costs of environmental investigation, remediation or monitoring or costs, fines or penalties) resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment or (e) any contract, agreement, lease or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” shall mean Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Equity Offering ” means any public or private sale either: (a) of Qualifying Equity Interests by the Parent (other than to a Subsidiary of the Parent or pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Parent) or (b) of Equity Interests of a direct or indirect parent entity of the Parent (other than to the Parent or a Subsidiary of the Parent) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Parent.

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“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ Escrow Accounts ” shall mean accounts of the Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by the Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by the Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, workman’s or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts or funds established in connection with the ARB Indebtedness.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing interest at a rate determined by reference to the LIBO Rate.

“ Eurodollar Tranche ” shall mean the collective reference to Eurodollar Loans under the Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

“ Event of Default ” shall have the meaning given such term in Section 7.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Contributions ” means net cash proceeds received by the Parent after the Closing Date from:

(1) contributions to its common equity capital (other than from any Subsidiary); or

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(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Parent or any Subsidiary) of Qualifying Equity Interests,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate executed on or around the date such capital contributions are made or the date such Equity Interests are sold, as the case may be. Excluded Contributions will not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause (a)(3)(B) of Section 6.01 hereof.

“ Excluded Subsidiary ” means each Subsidiary of the Parent that is a captive insurance company and is prohibited from becoming a Guarantor pursuant to applicable rules and regulations.

“ Excluded Swap Obligation ” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on account of any Obligation of the Borrower or any Guarantor hereunder or under any Loan Document, (a) any Taxes based on (or measured by) its net income, profits or capital, or any franchise taxes, imposed (i) by the United States of America or any political subdivision thereof or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) as a result of a present or former connection between such recipient and the jurisdiction imposing such Taxes (other than a connection arising from such recipient’s having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced, this Agreement or any Loan Document, or sold or assigned an interest in this Agreement or any Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which such recipient is located, (c) in the case of a Lender, any withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment

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pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.18) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.16(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (d) in the case of a Lender, any withholding Tax that is attributable to such Lender’s failure to deliver the documentation described in Section 2.16(f) or 2.16(g) and (e) any U.S. withholding Tax that is imposed by reason of FATCA.

“ Existing Engine Type ” shall have the meaning given to such term in Section 5.07.

“ Existing Indebtedness ” means all Indebtedness of the Parent and its Subsidiaries (other than Indebtedness incurred under clauses (1) or (3) of the definition of “Permitted Debt”) in existence on the Closing Date, until such amounts are repaid.

“ Extended Revolving Commitment ” shall have the meaning given to such term in Section 2.28(a).

“ Extension ” shall have the meaning given to such term in Section 2.28(a).

“ Extension Amendment ” shall have the meaning given to such term in Section 2.28(c).

“ Extension Offer ” shall have the meaning given to such term in Section 2.28(a).

“ Extension Offer Date ” shall have the meaning given to such term in Section 2.28(a).

“ FAA ” shall mean the Federal Aviation Administration of the United States of America and any successor thereto.

“ Facility ” or “ Revolving Facility ” shall mean the Revolving Commitments and the Revolving Loans made and Letters of Credit issued thereunder.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by an officer of the Borrower (unless otherwise provided in this Agreement); provided that any such officer of the Borrower shall be permitted to consider the circumstances existing at such time (including, without limitation, economic or other conditions affecting the United States airline industry generally and any relevant legal compulsion, judicial proceeding or administrative order or the possibility thereof) in determining such Fair Market Value in connection with such transaction.

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“ FATCA ” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement, any amended or successor provisions that are substantively comparable thereto and not materially more onerous to comply with, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Effective Rate ” shall mean, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Fees ” shall collectively mean the Commitment Fees, the Upfront Fees, Letter of Credit Fees and other fees referred to in Section 2.19.

“ Field Audit ” shall mean a field examination conducted by a Field Auditor pursuant to Section 5.07(b) of the applicable accounts receivable constituting Collateral and books and records related thereto, the results of which shall be reasonably satisfactory to the Administrative Agent in all material respects.

“ Field Auditor ” shall mean the Administrative Agent or its Affiliates, appraisers or other advisors who may be retained by the Administrative Agent and reasonably acceptable to the Borrower to conduct a Field Audit.

“ Fixed Charge Coverage Ratio ” shall mean, with respect to any specified Person for any specified period, the ratio of the Consolidated EBITDAR of such Person for such period to the Fixed Charges of such Person for such period. If the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (as determined in good faith by a responsible financial or accounting officer of the Borrower) to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

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In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (as determined in good faith by a responsible financial or accounting officer of the Borrower and certified in an Officer’s Certificate delivered to the Administrative Agent, and including any operating expense reductions for such period resulting from such acquisition that have been realized or for which all of the material steps necessary for realization have been taken) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated EBITDAR attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

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“ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense (net of interest income) of such Person and its Restricted Subsidiaries for such period to the extent that such interest expense is payable in cash (and such interest income is receivable in cash); plus

(2) the interest component of leases that are capitalized in accordance with GAAP of such Person and its Restricted Subsidiaries for such period to the extent that such interest component is related to lease payments payable in cash; plus

(3) any interest expense actually paid in cash for such period by such specified Person on Indebtedness of another Person that is guaranteed by such specified Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such specified Person or one of its Restricted Subsidiaries; plus

(4) the product of (A) all cash dividends accrued on any series of preferred stock of such Person or any of its Restricted Subsidiaries for such period, other than to the Parent or a Restricted Subsidiary of the Parent, times (B) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; plus

(5) the aircraft rent expense of such Person and its Restricted Subsidiaries for such period to the extent that such aircraft rent expense is payable in cash,

all as determined on a consolidated basis in accordance with GAAP.

“ Foreign Lender ” shall mean any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Foreign Subsidiary ” shall mean any direct or indirect Subsidiary of the Borrower which is not a Domestic Subsidiary.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America, which are in effect from time to time, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public

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Accountants, statements and pronouncements of the Financial Accounting Standards Board, such other statements by such other entity as have been approved by a significant segment of the accounting profession and the rules and regulations of the SEC governing the inclusion of financial statements in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank organization, or other entity exercising executive, legislative, judicial, taxing or regulatory powers or functions of or pertaining to government. Governmental Authority shall not include any Person in its capacity as an Airport Authority.

“ Grantor ” shall mean the Borrower and any Guarantor that shall at any time pledge Collateral under a Collateral Document.

“ Ground Support Equipment ” shall mean the equipment owned by the Borrower or, if applicable, any other Grantor for crew and passenger ground transportation, cargo, mail and luggage handling, catering, fuel/oil servicing, de-icing, cleaning, aircraft maintenance and servicing, dispatching, security and motor vehicles.

“ Guarantee ” means a guarantee (other than (a) by endorsement of negotiable instruments for collection or (b) customary contractual indemnities, in each case in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions).

“ Guaranteed Obligations ” shall have the meaning given such term in Section 9.01(a).

“ Guarantors ” shall mean, collectively, the Parent and each Domestic Subsidiary of the Parent that becomes pursuant to Section 5.12, a party to the Guarantee contained in Section 9. As of the Closing Date, Parent is the sole Guarantor.

“ Guaranty Obligations ” shall have the meaning given such term in Section 9.01(a).

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

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“ Hazardous Materials ” shall mean all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature that are regulated pursuant to, or could reasonably be expected to give rise to liability under any Environmental Law.

“ Hedging Agreement ” shall mean any agreement evidencing Hedging Obligations.

“ Hedging Obligations ” means, with respect to any Person, all obligations and liabilities of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, fuel prices or other commodity prices, but excluding (x) clauses in purchase agreements and maintenance agreements pertaining to future prices and (y) fuel purchase agreements and fuel sales that are for physical delivery of the relevant commodity.

“ IATA ” means the International Air Transport Association and any successor thereto.

“ Illegality Event ” shall have the meaning given to such term in Section 2.29.

“ Immaterial Subsidiaries ” shall mean one or more Subsidiaries, for which (a) the assets of all such Subsidiaries constitute, in the aggregate, no more than 5% of the total assets of the Parent and its Subsidiaries on a consolidated basis (determined as of the last day of the most recent fiscal quarter of the Parent for which financial statements are available to the Administrative Agent pursuant to Section 5.01), and (b) the revenues of all such Subsidiaries account for, in the aggregate, no more than 5% of the total revenues of the Parent and its Subsidiaries on a consolidated basis for the twelve-month period ending on the last day of the most recent fiscal quarter of the Parent for which financial statements are available to the Administrative Agent pursuant to Section 5.01; provided that a Subsidiary will not be considered to be an Immaterial Subsidiary if it (1) directly or indirectly guarantees, or pledges any property

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or assets to secure, any Obligations or Junior Secured Debt, or (2) owns any properties or assets that constitute Collateral.

“ Increase Effective Date ” shall have the meaning given such term in Section 2.27(a).

“ Increase Joinder ” shall have the meaning given such term in Section 2.27(c).

“ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, but excluding in any event trade payables arising in the ordinary course of business; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Financial Accounting Standards Board Accounting Standards Codification 815 – Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

For the avoidance of doubt, Banking Product Obligations do not constitute Indebtedness.

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“ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes imposed on or with respect to any payments made by the Borrower or any Guarantor under this Agreement or any other Loan Document.

“ Indemnitee ” shall have the meaning given such term in Section 10.04(b).

“ Intercreditor Agreement ” shall have the meaning given such term in Section 10.17.

“ Interest Election Request ” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“ Interest Payment Date ” shall mean (a) as to any Eurodollar Loan having an Interest Period of one, two or three months, the last day of such Interest Period, (b) as to any Eurodollar Loan having an Interest Period of more than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (c) with respect to ABR Revolving Loans, the last Business Day of each March, June, September and December.

“ Interest Period ” shall mean, as to any Borrowing of Eurodollar Loans, the period commencing on the date of such Borrowing (including as a result of a conversion from ABR Loans) or on the last day of the preceding Interest Period applicable to such Borrowing and ending on (but excluding) the numerically corresponding day (or if there is no corresponding day, the last day) in the calendar month that is one, two, three or six months (or, if available to all applicable Lenders and agreed to by all Lenders, nine or twelve months) thereafter, as the Borrower may elect in the related notice delivered pursuant to Section 2.03 or 2.05; provided that (i) if any Interest Period would end on a day which shall not be a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) no Interest Period shall end later than the applicable Termination Date.

“ Interline Receivable ” means any right of Borrower or another Grantor to payment of a monetary obligation, whether or not earned by performance, owing from airlines (including any such rights to payment that are paid or payable by or through a clearinghouse), including rights to payment of a monetary obligation relative to (i) passenger flight tickets that were or will be issued by such airlines, (ii) baggage handling services, (iii) freight transportation, (iv) transportation related goods and services, such as maintenance, ground handling, catering, and rentals, and (v) Universal Air Travel Plan transactions.

“ International Interest ” shall mean an “international interest” as defined in the Cape Town Treaty.

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“ International Registry ” shall mean the “International Registry” as defined in the Cape Town Treaty.

“ Investments ” means, with respect to any Person, all direct or indirect investments made from and after the Closing Date by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances (but excluding advance payments and deposits for goods and services in the ordinary course of business) or capital contributions (excluding commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities of other Persons, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Parent or any Restricted Subsidiary of the Parent sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Parent after the Closing Date such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Parent, the Parent will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Parent’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 6.01 hereof. Notwithstanding the foregoing, any Equity Interests retained by the Parent or any of its Subsidiaries after a disposition or dividend of assets or Capital Stock of any Person in connection with any partial “spin-off” of a Subsidiary or similar transactions shall not be deemed to be an Investment. The acquisition by the Parent or any Restricted Subsidiary of the Parent after the Closing Date of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 6.01 hereof. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

“ Issuing Lender ” shall mean (i) Citibank (or any of its Affiliates reasonably acceptable to the Borrower), in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.02(i), and (ii) if Citibank’s Revolving Commitment is at any time less than $35,000,000 or if Citibank and the Borrower shall agree, any other Lender agreeing to act in such capacity, which other Lender shall be reasonably satisfactory to the Borrower and the Administrative Agent. Each Issuing Lender may, in its reasonable discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Lender reasonably acceptable to the Borrower, which Affiliate shall agree in writing reasonably acceptable to the Borrower to be bound by the provisions of the Loan Documents applicable to an Issuing Lender, in which case the term “Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

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“ Junior Lien Cap ” means, as of any date of determination, the aggregate amount of Junior Secured Debt that may be incurred by the Borrower and any Guarantor such that, after giving pro forma effect to such incurrence and the application of the net proceeds therefrom the Total Collateral Coverage Ratio shall be no less than 1.0 to 1.0.

“ Junior Secured Debt ” shall mean Indebtedness permitted to be incurred under Section 6.03(b)(21) and permitted to be secured by a Lien on Collateral under Section 6.06.

“ Junior Secured Debt Documents ” shall mean each indenture, credit agreement and other agreements, instruments and notes evidencing Junior Secured Debt, and each other agreement executed in connection therewith, as each may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ LC Commitment ” shall mean, with respect to any Issuing Lender, an amount equal to the Revolving Commitment of such Issuing Lender from time to time.

“ LC Disbursement ” shall mean a payment made by an Issuing Lender pursuant to a Letter of Credit issued by it.

“ LC Exposure ” shall mean, at any time, with respect to any Revolving Lender that is an Issuing Lender, the sum of (i) the aggregate maximum undrawn amount of all outstanding Letters of Credit issued by it at such time plus (ii) the aggregate amount of all LC Disbursements made by it that have not yet been reimbursed by or on behalf of the Borrower at such time; provided, that in the case of any escalating Letter of Credit where the face amount thereof is subject to escalation with no conditions, the applicable Issuing Lender’s LC Exposure with respect to such Letter of Credit shall be determined by referring to the maximum face amount to which such Letter of Credit may be so escalated.

“ Lenders ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Letter of Credit ” shall mean any irrevocable letter of credit issued pursuant to Section 2.02, which letter of credit shall be (i) a standby letter of credit, (ii) issued for general corporate purposes of the Parent or any Subsidiary of the Parent; provided that in any case the account party of a Letter of Credit must be the Borrower, (iii) denominated in Dollars and (iv) otherwise in such form as may be reasonably approved from time to time by the Administrative Agent and the applicable Issuing Lender.

“ Letter of Credit Account ” shall mean the account established by the Borrower under the sole and exclusive control of the Administrative Agent maintained at the office of the Administrative Agent at: 388 Greenwich Street, 14th Floor, New York, NY 10013, designated as

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the “Hawaiian Airlines MOU Pledge Account” that shall be used solely for the purposes set forth herein.

“ Letter of Credit Fees ” shall mean the fees payable in respect of Letters of Credit pursuant to Section 2.21.

“ LIBO Rate ” shall mean, with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum appearing on Bloomberg Page BBAM1 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that the rate identified in clause (i) of the foregoing sentence is not available at such time for any reason, then such rate shall be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or similar encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any agreement to give any financing statement under the UCC (or equivalent statutes) of any jurisdiction.

“ Liquidity ” shall mean the sum of (i) all unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries calculated as the sum of the line items “Cash and cash equivalents” plus “Short-Term Investments” plus securities classified as “Available for Sale” (as set forth in the current asset line of the balance sheet of the Parent) (excluding, for the avoidance of doubt, any Cash Equivalents held in accounts subject to Account Control Agreements or otherwise then pledged to secure revolving credit facilities referred to in clause (ii) below), (ii) the aggregate principal amount committed and available to be drawn by the Parent and its Restricted Subsidiaries (taking into account all borrowing base limitations, collateral coverage requirements or other restrictions on borrowing availability) under all revolving credit facilities (including this Facility) of the Parent and its Restricted Subsidiaries and (iii) to the extent not being used to repay other Indebtedness, the scheduled net proceeds of any Capital Markets Offering of the Parent or any of its Restricted Subsidiaries that has priced but has not yet closed (until the earliest of the closing thereof, the termination thereof without

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closing or the date that falls five (5) Business Days after the initial scheduled closing date thereof).

“ Loan Request ” shall mean a request by the Borrower, executed by a Responsible Officer of the Borrower, for a Loan in accordance with Section 2.03 in substantially the form of Exhibit C.

“ Loans ” shall mean the Revolving Loans.

“ Loan Documents ” shall mean this Agreement, the Collateral Documents, any Intercreditor Agreement and any other instrument or agreement (which is designated as a Loan Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative Agent, any Issuing Lender or any Lender, in each case, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time in accordance with the terms hereof.

“ Margin Stock ” shall have the meaning given such term in Section 3.11(a).

“ Markdown Date ” shall have the meaning given to such term in Section 5.07(b).

“ Material Adverse Change ” shall mean any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

“ Material Adverse Effect ” shall mean (i) a material adverse effect on (a) the consolidated business, operations or financial condition of the Parent and its Restricted Subsidiaries, taken as a whole, (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder, or (c) the ability of the Borrower and the Guarantors, collectively, to pay the Obligations or (ii) a Collateral Material Adverse Effect.

“ Material Eligible Account ” means, as of any date of determination, an Eligible Account for which, after excluding the Certified Value of such Eligible Account, as determined by the most recent Officer’s Certificate delivered by the Borrower pursuant to Section 5.01(f) with respect to such Eligible Account, from the aggregate Certified Value of all Pledged Accounts as of such date, the Borrower would not reasonably be expected to be in compliance with Section 6.09(a).

“ Material Indebtedness ” shall mean Indebtedness of the Borrower or one or more Guarantors (other than the Loans and obligations relating to Letters of Credit) outstanding under the same agreement in a principal amount exceeding $100.0 million.

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“ Mileage Plan Receivable ” means any right of Borrower or another Grantor to payment of a monetary obligation, whether or not earned by performance, for the purchase of miles or credits.

“ Minimum Extension Condition ” shall have the meaning given such term in Section 2.28(b).

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage Supplement ” shall have the meaning set forth in the Aircraft and Spare Engine Mortgage and each Other Aircraft Mortgage, as the context may require.

“ Mortgaged Collateral ” shall mean all of the “Collateral” as defined in (i) the Aircraft and Spare Engine Mortgage (including as supplemented by any Mortgage Supplement relating thereto) and (ii) each Other Aircraft Mortgage (including as supplemented by any Mortgage Supplement relating thereto).

“ Net Proceeds ” means the aggregate cash and Cash Equivalents received by the Parent or any of its Restricted Subsidiaries in respect of any Collateral Sale (including, without limitation, any cash or Cash Equivalents received in respect of or upon the sale or other disposition of any non-cash consideration received in any Collateral Sale) or Recovery Event, net of: (a) the direct costs and expenses relating to such Collateral Sale and incurred by the Parent or a Restricted Subsidiary (including the sale or disposition of such non-cash consideration) or any such Recovery Event, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Collateral Sale or Recovery Event, taxes paid or payable as a result of the Collateral Sale or Recovery Event, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements; (b) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with GAAP; ; and (c) any portion of the purchase price from a Collateral Sale placed in escrow pursuant to the terms of such Collateral Sale (either as a reserve for adjustment of the purchase price, or for satisfaction of indemnities in respect of such Collateral Sale) until the termination of such escrow.

“ Net Proceeds Amount ” shall have the meaning given such term in Section 2.12(a).

“ New Lender ” shall have the meaning given such term in Section 2.27(a).

“ Non-Defaulting Lender ” shall mean, at any time, a Revolving Lender that is not a Defaulting Lender.

“ Non-Extending Lender ” shall have the meaning given such term in Section 10.08(g).

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“ Non-Recourse Debt ” shall mean Indebtedness:

(1) as to which neither the Parent nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (B) is directly or indirectly liable as a guarantor or otherwise; and

(2) as to which the holders of such Indebtedness do not otherwise have recourse to the stock or assets of the Parent or any of its Restricted Subsidiaries (other than the Equity Interests of an Unrestricted Subsidiary).

“ Obligations ” shall mean the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and interest accruing after the filing of any petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), the Loans, the Designated Hedging Obligations, the Designated Banking Product Obligations, and all other obligations and liabilities of the Borrower to the Administrative Agent, any Issuing Lender or any Lender (or (i) in the case of Designated Hedging Obligations, any obligee with respect to such designated Hedging Obligations who was a Lender or an Affiliate of a Lender when the related Designated Hedging Agreement was entered into, or (ii) in the case of Designated Banking Product Obligations, any obligee with respect to such Designated Banking Product Obligations who was a Lender or a banking Affiliate of any Lender at the time the related Designated Banking Product Agreement was entered into), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which arise under this Agreement or any other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, out-of-pocket costs, and expenses (including all fees, charges and disbursements of counsel to the Administrative Agent, any Issuing Lender or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise; provided , however , that the aggregate amount of all Designated Hedging Obligations (valued in accordance with the definition thereof) at any time outstanding that shall be included as “Obligations” shall not exceed 10% of the original Total Revolving Commitment in effect on the Closing Date; provided , further , that in no event shall the Obligations include Excluded Swap Obligations.

“ OFAC ” means the U.S. Department of Treasury’s Office of Foreign Assets Control.

“ Officer ” means, with respect to any Person, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

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“ Officer’s Certificate ” shall mean a certificate signed on behalf of the Borrower or the Parent by an Officer of the Borrower or the Parent, respectively.

“ One-Month LIBOR ” means, for any day, the rate for deposits in Dollars for a one-month period appearing on the Bloomberg Page BBAM1 as of 11:00 a.m., London time, on such day.

“ Ordinary Course of Business ” means, with respect to any Grantor, (i) in the ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of, Parent and its Affiliates, (ii) customary and usual in the commercial airline industry in the United States, or (iii) consistent with the past or current practice of one or more commercial air carriers based in the United States.

“ Other Aircraft Mortgage ” means the Mortgage and Security Agreement, in substantially the form of Exhibit G, entered into by an applicable Grantor and the Administrative Agent, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Other Eligible Aircraft ” shall mean any aircraft (i) that is owned by any applicable Grantor (other than the Borrower) that is not a U.S. Air Carrier, (ii) that is leased to a U.S. Air Carrier, so long as such lease allows for such aircraft to be eligible for the benefits of Section 1110 with respect to such lease, or a lessee that is situated in a Cape Town Country and (iii) for which the conditions specified in the Other Aircraft Mortgage relating to the pledge of such aircraft have been satisfied.

“ Other Taxes ” shall mean any and all present or future court stamp, mortgage, intangible, recording, filing or documentary taxes or any other similar, charges or similar levies arising from any payment made hereunder or from the execution, performance, delivery, registration of or enforcement of this Agreement or any other Loan Document.

“ Outstanding Letters of Credit ” shall have the meaning given such term in Section 2.02(j).

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

“ Parent Company ” means, with respect to a Revolving Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Revolving Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Revolving Lender.

“ Participant ” shall have the meaning given such term in Section 10.02(d).

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“ Participant Register ” shall have the meaning given such term in Section 10.02(d).

“ Patriot Act ” shall mean the USA PATRIOT Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001 and any subsequent legislation that amends or supplements such Act or any subsequent legislation that supersedes such Act.

“ Payroll Accounts ” shall mean depository accounts used only for payroll.

“ Permitted Business ” means any business that is the same as, or reasonably related, ancillary, supportive or complementary to, the business in which the Parent and its Restricted Subsidiaries are engaged on the date of this Agreement.

“ Permitted Debt ” shall have the meaning set forth in Section 6.03(b).

“ Permitted Disposition ” shall mean any of the following:

(a) the Disposition of Collateral permitted under the applicable Collateral Documents;

(b) the Disposition of cash or Cash Equivalents constituting Collateral in exchange for other cash or Cash Equivalents constituting Collateral and having reasonably equivalent value therefor; provided that this clause (b) shall not permit any Disposition of the Letter of Credit Account or any amounts on deposit therein;

(c) sales or dispositions of surplus, obsolete, negligible or uneconomical assets no longer used in the business of the Borrower and the other Grantors;

(d) Dispositions of Collateral among the Grantors (including any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated by Section 5.12); provided that:

(i) such Collateral remains at all times subject to a Lien with the same priority and level of perfection as was the case immediately prior to such Disposition (and otherwise subject only to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties following such Disposition,

(ii) concurrently therewith, the Grantors shall execute any documents and take any actions reasonably required to create, grant, establish, preserve or perfect such Lien in accordance with the other provisions of this Agreement or the Collateral Documents,

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(iii) concurrently therewith or promptly thereafter, the Administrative Agent, for the benefit of the Secured Parties, shall receive an Officer’s Certificate, with respect to the matters described in clauses (i) and (ii) hereof and, if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower (which may be in-house counsel) as to the validity and perfection of such Lien on the Collateral, in each case in form and substance reasonably satisfactory to the Administrative Agent,

(iv) concurrently with any Disposition of Collateral to any Person that shall become a Grantor simultaneous with such Disposition in the manner contemplated by Section 5.12, such Person shall have complied with the requirements of Section 5.12(b); provided further that this clause (d) shall not permit any Disposition of the Letter of Credit Account or any amounts on deposit therein, and

(v) the preceding provisions of clauses (i) through (iv) shall not be applicable to any Disposition resulting from a merger or consolidation permitted by Section 6.10; and

(e) the lease or sublease of assets and properties in the ordinary course of business; provided that, the rights of the lessee or sublessee shall be subordinated to the rights (including remedies) of the Administrative Agent under the applicable Collateral Document on terms reasonably satisfactory to the Administrative Agent; and

“ Permitted Investments ” shall mean:

(1) any Investment in the Parent or in a Restricted Subsidiary of the Parent;

(2) any Investment in cash, Cash Equivalents and any foreign equivalents;

(3) any Investment by the Parent or any Restricted Subsidiary of the Parent in a Person, if as a result of such Investment:

(A) such Person becomes a Restricted Subsidiary of the Parent; or

(B) such Person, in one transaction or a series of related and substantially concurrent transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent or a Restricted Subsidiary of the Parent;

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(4) any Investment made as a result of the receipt of non-cash consideration from a Disposition of assets;

(5) any acquisition of assets or Capital Stock in exchange for the issuance of Qualifying Equity Interests;

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Parent or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (B) litigation, arbitration or other disputes;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to officers, directors or employees made in the ordinary course of business of the Parent or any Restricted Subsidiary of the Parent in an aggregate principal amount not to exceed $10.0 million at any one time outstanding;

(9) prepayment of any Loans in accordance with the terms and conditions of this Agreement;

(10) any guarantee of Indebtedness permitted to be incurred pursuant to Section 6.03 hereof other than a guarantee of Indebtedness of an Affiliate of the Parent that is not a Restricted Subsidiary of the Parent;

(11) any Investment existing on, or made pursuant to binding commitments existing on, the Closing Date and any Investment consisting of an extension, modification or renewal of any Investment existing on, or made pursuant to a binding commitment existing on, the Closing Date; provided that the amount of any such Investment may be increased (A) as required by the terms of such Investment as in existence on the Closing Date or (B) as otherwise permitted under this Agreement;

(12) Investments acquired after the Closing Date as a result of the acquisition by the Parent or any Restricted Subsidiary of the Parent of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 6.10 hereof after the Closing Date to the extent that such Investments were not made in contemplation of such acquisition, merger,

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amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(13) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Parent or a Subsidiary of the Parent in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction;

(14) accounts receivable arising in the ordinary course of business;

(15) Investments in connection with outsourcing initiatives in the ordinary course of business;

(16) Investments having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value other than a reduction for all returns of principal in cash and capital dividends in cash), when taken together with all Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed $300.0 million at any one time outstanding in connection with (A) travel or airline related businesses made in connection with marketing and promotion agreements, alliance agreements, distribution agreements, agreements with respect to fuel consortiums, agreements relating to flight training, agreements relating to insurance arrangements, agreements relating to parts management systems and other similar agreements or (B) joint ventures in existence on the Closing Date or formed thereafter; and

(17) other Investments in any Person that do not involve properties or assets that constitute Collateral, having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) that are at the time outstanding, not to exceed 3.0% of the total consolidated assets of the Parent and its Restricted Subsidiaries at the time of such Investment.

“ Permitted Liens ” means:

(1) Liens held by the Administrative Agent securing the Obligations;

(2) Liens securing Junior Secured Debt in an aggregate principal amount (as of the date of incurrence of any such Junior Secured Debt and after

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giving pro forma effect to the application of the net proceeds therefrom), not exceeding the Junior Lien Cap, provided that such Liens shall (x) rank junior to the Liens in favor of the Administrative Agent securing the Obligations and (y) be subject to an Intercreditor Agreement reasonably acceptable to the Administrative Agent and the Required Lenders;

(3) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(4) Liens imposed by law, including carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;

(5) Liens arising by operation of law in connection with judgments, attachments or awards which do not constitute an Event of Default hereunder;

(6) Liens created for the benefit of (or to secure) the Obligations or any Guaranty Obligations;

(7) (A) any overdrafts and related liabilities arising from treasury, netting, depository and cash management services or in connection with any automated clearing house transfers of funds, in each case as it relates to cash or Cash Equivalents, if any, and (B) Liens arising by operation of law or that are contractual rights of set-off in favor of the depository bank or securities intermediary in respect of the Letter of Credit Account or the Collateral Proceeds Account;

(8) licenses, sublicenses, leases and subleases by any Grantor as they relate to any aircraft, airframe, engine, Mortgaged Collateral or any Additional Collateral and to the extent (A) such licenses, sublicenses, leases or subleases do not interfere in any material respect with the business of the Parent and its Restricted Subsidiaries, taken as a whole, and in each case, such license, sublicense, lease or sublease is to be subject and subordinate to the Liens granted to the Administrative Agent pursuant to the Collateral Documents, and in each case, would not result in a Collateral Material Adverse Effect or (B) otherwise expressly permitted by the Collateral Documents;

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(9) salvage or similar rights of insurers, in each case as it relates to any aircraft, airframe, engine, Mortgaged Collateral or any Additional Collateral, if any;

(10) in each case as it relates to any aircraft, Liens on appliances, parts, components, instruments, appurtenances, furnishings and other equipment installed on such aircraft and separately financed by a Grantor, to secure such financing;

(11) Liens incurred in the ordinary course of business of the Parent or any Restricted Subsidiary of the Parent with respect to obligations that do not exceed in the aggregate $7.5 million at any one time outstanding; and

(12) Liens on Collateral permitted under the Collateral Document granting a Lien on such Collateral.

“ Permitted Refinancing Indebtedness ” shall mean any Indebtedness (or commitments in respect thereof) of the Parent or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, extend, refinance, replace, defease or discharge other Indebtedness of the Parent or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the original principal amount (or accreted value, if applicable) when initially incurred of the Indebtedness renewed, refunded, extended, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith); provided that with respect to any such Permitted Refinancing Indebtedness that is refinancing secured Indebtedness and is secured by the same collateral, the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness shall not exceed the greater of the preceding amount and the Fair Market Value of the assets securing such Permitted Refinancing Indebtedness;

(2) if such Permitted Refinancing Indebtedness has a maturity date that is after the Revolving Facility Maturity Date (with any amortization payment comprising such Permitted Refinancing Indebtedness being treated as maturing on its amortization date), such Permitted Refinancing Indebtedness has a Weighted Average Life to Maturity that is (A) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged or (B) more than 60 days after the Revolving Facility Maturity Date;

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(3) if the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Loans, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged;

(4) no Restricted Subsidiary that is not a Guarantor shall be an obligor with respect to such Permitted Refinancing Indebtedness unless such non-Guarantor Restricted Subsidiary was an obligor with respect to the Indebtedness being renewed, refunded, extended, refinanced, replaced, defeased or discharged; and

(5) notwithstanding that the Indebtedness being renewed, refunded, refinanced, extended, replaced, defeased or discharged may have been repaid or discharged by the Parent or any of its Restricted Subsidiaries prior to the date on which the new Indebtedness is incurred, Indebtedness that otherwise satisfies the requirements of this definition may be designated as Permitted Refinancing Indebtedness so long as such renewal, refunding, refinancing, extension, replacement, defeasance or discharge occurred not more than 36 months prior to the date of such incurrence of Permitted Refinancing Indebtedness.

“ Person ” shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust, joint venture, association, company, estate, unincorporated organization, Airport Authority or Governmental Authority or any agency or political subdivision thereof.

“ Pledged Accounts ” means, as of any date, the Eligible Accounts included in the Collateral as of such date.

“ Pledged Aircraft ” means, as of any date, the Eligible Aircraft included in the Collateral as of such date.

“ Pledged Cash and Cash Equivalents ” means, as of any date, the amount of cash and Cash Equivalents included in the Collateral as of such date.

“ Pledged Engines ” means, as of any date, the Eligible Engines included in the Collateral as of such date.

“ Pledged Ground Support Equipment ” means, as of any date, the Ground Support Equipment included in the Collateral as of such date.

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“ Pledged Spare Parts ” means, as of any date, the Eligible Spare Parts included in the Collateral as of such date.

“ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by Citibank, as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Citibank in connection with extensions of credit to debtors); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“ Professional User ” shall have the meaning given it in the Regulations and Procedures for the International Registry.

“ Propeller ” shall mean any propeller, including any part, appurtenance, and accessory of a propeller.

“ Put Exposure ” means the principal amount of Loans, LC Exposure and unused Revolving Commitments that Lenders have elected be prepaid, discharged and terminated, respectively, pursuant to Section 2.12(g) in response to a Change of Control Offer.

“ QEC Kits ” means the quick engine change kits of any Grantor.

“ Qualified Receivables Transaction ” means any transaction or series of transactions entered into by the Parent or any of its Subsidiaries pursuant to which the Parent or any of its Subsidiaries sells, conveys or otherwise transfers to (a) a Receivables Subsidiary or any other Person (in the case of a transfer by the Parent or any of its Subsidiaries) and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent or any of its Subsidiaries, and any assets related thereto including, without limitation, all Equity Interests and other investments in the Receivables Subsidiary, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable, other than assets that constitute Collateral or proceeds of Collateral.

“ Qualified Replacement Assets ” means Additional Collateral of any of the types described in clauses (c) and (d) of the definition of “Additional Collateral”.

“ Qualifying Equity Interests ” means Equity Interests of the Parent other than Disqualified Stock.

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“ Ratings ” shall mean as of any date of determination, the corporate credit rating as determined by S&P or the corporate family rating as determined by Moody’s, as applicable, of the Borrower.

“ Receivables Subsidiary ” means a Subsidiary of the Parent which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Parent (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (1) is guaranteed by the Parent or any Restricted Subsidiary of the Parent (other than comprising a pledge of the Capital Stock or other interests in such Receivables Subsidiary (an “ incidental pledge ”), and excluding any guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (2) is recourse to or obligates the Parent or any Restricted Subsidiary of the Parent in any way other than through an incidental pledge or pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (3) subjects any property or asset of the Parent or any Subsidiary of the Parent (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Parent nor any Subsidiary of the Parent has any material contract, agreement, arrangement or understanding (other than pursuant to the Qualified Receivables Transaction) other than (i) on terms no less favorable to the Parent or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent, and (ii) fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the Parent nor any Subsidiary of the Parent has any obligation to maintain or preserve such Subsidiary’s financial condition, other than a minimum capitalization in customary amounts, or to cause such Subsidiary to achieve certain levels of operating results. Any such designation by the Board of Directors of the Parent will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of the resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“ Recovery Event ” shall mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any Collateral or any Event of Loss (as defined in the related Collateral Document pursuant to which a security interest in such Collateral is granted to the Administrative Agent, if applicable).

“ Register ” shall have the meaning set forth in Section 10.02(b)(iv).

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“ Regulations and Procedures for the International Registry ” shall mean the official English language text of the International Registry Procedures and Regulations issued by the Supervisory Authority (as defined in the Cape Town Convention) pursuant to the Aircraft Protocol.

“ Related Parties ” shall mean, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Release ” shall have the meaning specified in Section 101(22) of the Comprehensive Environmental Response Compensation and Liability Act.

“ Required Lenders ” shall mean, at any time, Lenders holding more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding. The Revolving Extensions of Credit, outstanding Loans and Commitments of any Defaulting Lender shall be disregarded in determining the “Required Lenders” at any time.

“ Responsible Officer ” means an Officer.

“ Restricted Investment ” means an Investment other than a Permitted Investment.

“ Restricted Payments ” shall have the meaning set forth in Section 6.01(a).

“ Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“ Revolving Availability Period ” shall mean the period from and including the Closing Date to but excluding the Revolving Facility Termination Date with respect to the applicable Revolving Commitments.

“ Revolving Commitment ” or “ Commitment ” shall mean the commitment of each Revolving Lender to make Revolving Loans and, if such Revolving Lender is an Issuing Lender, to issue Letters of Credit, hereunder in an aggregate principal not to exceed the amount set forth under the heading “Revolving Commitment” opposite its name in Annex A hereto or in the Assignment and Acceptance pursuant to which such Revolving Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Total Revolving Commitments is $175,000,000.

“ Revolving Commitment Percentage ” shall mean, at any time, with respect to each Revolving Lender, the percentage obtained by dividing its Revolving Commitment at such time by the Total Revolving Commitment or, if the Revolving Commitments have been

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terminated, the Revolving Commitment Percentage of each Revolving Lender that existed immediately prior to such termination.

“ Revolving Extensions of Credit ” shall mean, as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding and (b) if such Lender is an Issuing Lender, such Lender’s LC Exposure then outstanding.

“ Revolving Facility Maturity Date ” shall mean, with respect to (a) Revolving Commitments that have not been extended pursuant to Section 2.28, November 7, 2017 and (b) with respect to Extended Revolving Commitments, the final maturity date therefor as specified in the applicable Extension Offer accepted by the respective Revolving Lender or Revolving Lenders.

“ Revolving Facility Termination Date ” shall mean the earlier to occur of (a) the Revolving Facility Maturity Date with respect to the applicable Revolving Commitments, (b) the acceleration of the Loans (if any) and the termination of the Commitments in accordance with the terms hereof and (c) the termination of the applicable Revolving Commitments as a whole pursuant to Section 2.11.

“ Revolving Lender ” shall mean each Lender having a Revolving Commitment.

“ Revolving Loan ” shall have the meaning set forth in Section 2.01(a).

“ Revolving Loan Percentage ” shall mean, with respect to each Revolving Lender, determined as of the date of each advance of a Revolving Loan and prior to giving effect thereto, the percentage determined by dividing (i) the Revolving Commitment of such Revolving Lender minus the Revolving Extensions of Credit of such Revolving Lender by (ii) the Total Revolving Commitments minus the Total Revolving Extensions of Credit.

“ Sale of a Grantor ” means, with respect to any Collateral, an issuance, sale, lease, conveyance, transfer or other disposition of the Capital Stock of the applicable Grantor that owns such Collateral other than (1) an issuance of Equity Interests by a Grantor to the Parent or another Restricted Subsidiary of the Parent, and (2) an issuance of directors’ qualifying shares.

“ Sanctions ” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“ Sanctioned Country ” means, at any time, a country or territory which is itself the subject or target of any Sanctions, which as of the Closing Date include Cuba, Iran, North Korea, Sudan and Syria.

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“ Sanctioned Person ” means, at any time, (a) a Person which is subject or target of any Sanctions or (b) any Person owned or controlled by any such Person or Persons.

“ S&P ” shall mean Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Section 1110 ” means 11 U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous section of the federal bankruptcy law in effect from time to time.

“ Section 1110 Eligible Aircraft ” shall mean (a) Airbus model A320, A330 and A350 family aircraft, (b) Boeing model 737NG, 737MAX, 767 and 787 family aircraft, (c) ATR turboprop aircraft or (d) Boeing model 717 and 767 family aircraft, in each case that are owned by the Borrower or any other applicable Grantor that is a U.S. Air Carrier and that are eligible for the benefits of Section 1110.

“ Secured Parties ” shall mean the Administrative Agent, the Issuing Lenders, the Lenders and all other holders of Obligations.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Security Agreement ” means the Security Agreement, in substantially the form of Exhibit F, entered into by the Borrower and the Agent, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Significant Subsidiary ” means any Restricted Subsidiary of the Parent that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement.

“ Spare Parts ” shall mean all accessories, appurtenances, or parts of an Aircraft (except an Engine or Propeller), Engine (except a Propeller), Propeller, or Appliance, that are to be installed at a later time in an Aircraft, Engine, Propeller or Appliance.

“ Spare Parts Security Agreement ” means the Mortgage and Security Agreement (Spare Parts), in substantially the form of Exhibit E, entered into by the Borrower and the Administrative Agent, as the same may be amended, restated, modified, supplemented, extended or amended and restated from time to time.

“ Standard Securitization Undertakings ” means all representations, warranties, covenants, indemnities, performance Guarantees and servicing obligations entered into by the Parent or any Subsidiary (other than a Receivables Subsidiary), which are customary in connection with any Qualified Receivables Transaction.

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“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Closing Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Statutory Reserve Rate ” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in reserve percentage.

“ Stored ” shall mean, as to any Aircraft or Engine, that such Aircraft or Engine has been stored (a) with a low expectation of a return to service within the one year following commencement of such storage and (b) in a manner intended to minimize the rate of environmental degradation of the structure and components of such Aircraft or Engine (as the case may be) during such storage.

“ Subsidiary ” shall mean, with respect to any Person

(1) any corporation, association or other business entity (other than a partnership, joint venture or limited liability company) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof); and

(2) any partnership, joint venture or limited liability company of which (A) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, whether in the form of

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membership, general, special or limited partnership interests or otherwise and (B) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“ Swap Obligation ” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings imposed by any Governmental Authority including any interest, additions to tax or penalties applicable thereto.

“ Termination Date ” shall mean with respect to the Revolving Loans, the Revolving Facility Termination Date applicable to the related Revolving Commitments.

“ Title 14 ” means Title 14 of the U.S. Code of Federal Regulations, including Part 93, Subparts K and S thereof, as amended from time to time or any successor or recodified regulation.

“ Title 49 ” shall mean Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant thereto, and any subsequent legislation that amends, supplements or supersedes such provisions.

“ Total Collateral Coverage Ratio ” shall mean the ratio of (i) the aggregate Appraised Value of all Appraised Collateral plus the Certified Value of all Pledged Accounts plus the Pledged Cash and Cash Equivalents to (ii) the sum, without duplication, of (w) the Total Revolving Extensions of Credit then outstanding (other than LC Exposure that has been Cash Collateralized in accordance with Section 2.02(j)), plus (x) the aggregate amount of all Designated Hedging Obligations that constitute “Obligations” then outstanding, plus (y) the aggregate outstanding principal amount of Junior Secured Debt.

“ Total Obligations ” shall have the meaning provided in the definition of Collateral Coverage Ratio.

“ Total Revolving Commitment ” shall mean, at any time, the sum of the Revolving Commitments at such time.

“ Total Revolving Extensions of Credit ” shall mean, at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.

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“ Transactions ” shall mean the execution, delivery and performance by the Borrower and Guarantors of this Agreement and the other Loan Documents to which they may be a party, the creation of the Liens in the Collateral in favor of the Administrative Agent and/or the Administrative Agent for the benefit of the Secured Parties, the borrowing of Loans and the use of the proceeds thereof, and the request for and issuance of Letters of Credit hereunder.

“ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the LIBO Rate or the Alternate Base Rate.

“ UCC ” shall mean the Uniform Commercial Code as in effect from time to time in any applicable jurisdiction.

“ United States Citizen ” shall have the meaning set forth in Section 3.02.

“ Unrestricted Subsidiary ” means any Subsidiary of the Parent that is designated by the Board of Directors of the Parent as an Unrestricted Subsidiary in compliance with Section 5.06 hereof pursuant to a resolution of the Board of Directors, but only if such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 6.05 hereof, is not party to any agreement, contract, arrangement or understanding with the Parent or any Restricted Subsidiary of the Parent unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent;

(3) is a Person with respect to which neither the Parent nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Parent or any of its Restricted Subsidiaries; and

(5) does not own any assets or properties that constitute Collateral.

“ Unused Total Revolving Commitment ” shall mean, at any time, (a) the Total Revolving Commitment less (b) the Total Revolving Extensions of Credit.

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“ Upfront Fee Percentage ” shall have the meaning set forth in Annex C.

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“ Withholding Agent ” shall mean the Borrower, a Guarantor and the Administrative Agent.

Section 1.02. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, extended, amended and restated or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, unless expressly provided otherwise, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (f) “knowledge” or “aware” or words of similar import shall mean, when used in reference to the Borrower or the Guarantors, the actual knowledge of any Responsible Officer.

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Section 1.03. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Upon any such request for an amendment, the Borrower, the Required Lenders and the Administrative Agent agree to consider in good faith any such amendment in order to amend the provisions of this Agreement so as to reflect equitably such accounting changes so that the criteria for evaluating the Borrower’s consolidated financial condition shall be the same after such accounting changes as if such accounting changes had not occurred.

SECTION 2.

AMOUNT AND TERMS OF CREDIT

Section 2.01. Commitments of the Lenders .

(a) Revolving Commitments. (i) Each Revolving Lender severally, and not jointly with the other Revolving Lenders, agrees, upon the terms and subject to the conditions herein set forth, to make revolving credit loans denominated in Dollars (each a “ Revolving Loan ” and collectively, the “ Revolving Loans ”) to the Borrower at any time and from time to time during the Revolving Availability Period in an aggregate outstanding principal amount not to exceed, when added to such Revolving Lender’s LC Exposure (if any), the Revolving Commitment of such Revolving Lender, which Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement. At no time shall the sum of the then outstanding aggregate principal amount of the Revolving Loans plus the LC Exposure exceed the Total Revolving Commitment.

(i) Each Borrowing of a Revolving Loan shall be made from the Revolving Lenders based upon each Revolving Lender’s Revolving Loan Percentage of such Revolving Loan; provided , however, that the failure of any Revolving Lender to make any Revolving Loan shall not in itself relieve the other Revolving Lenders of their obligations to lend.

(b) Type of Borrowing . Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Lender at

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its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Amount of Borrowing . At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is in an integral multiple of $1,000,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire Unused Total Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.02(e). Borrowings of more than one Type may be outstanding at the same time.

(d) Limitation on Interest Period . Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing of a Revolving Loan if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date with respect to the applicable Revolving Commitments.

Section 2.02. Letters of Credit .

(a) General . Subject to the terms and conditions set forth herein, the Borrower may request the issuance of (and, subject to the penultimate sentence of clause (b) below, the applicable Issuing Lender shall issue) Letters of Credit in Dollars, at any time and from time to time during the Revolving Availability Period, in each case, for the Borrower’s own account or the account of any other Subsidiary of the Parent, in a form reasonably acceptable to the Administrative Agent, such Issuing Lender and the Borrower. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall either provide (i) telephonic notice promptly followed by written notice or (ii) hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Lender (which approval shall not be unreasonably withheld, delayed or conditioned)) to the applicable Issuing Lender and the Administrative Agent (at least two (2) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall

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be a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (3) the amount of such Letter of Credit, (4) the name and address of the beneficiary thereof and (5) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the applicable Issuing Lender, the Borrower also shall submit a letter of credit application on such Issuing Lender’s standard form in connection with any request for a Letter of Credit; provided that, to the extent such standard form (and/or any related reimbursement agreement) is inconsistent with the Loan Documents, the Loan Documents shall control. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, the Revolving Extensions of Credit of such Issuing Lender shall not exceed its Revolving Commitment. No Issuing Lender (other than an Affiliate of the Administrative Agent) shall permit any such issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement.

(c) Expiration Date . Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is one (1) Business Day prior to the earliest Revolving Facility Maturity Date with respect to the Revolving Commitments of the applicable Issuing Lender (provided that, to the extent that such Letter of Credit has been Cash Collateralized pursuant to the terms of any Extension Amendment, such Revolving Commitments shall be disregarded for purposes of this clause (ii)).

(d) [Reserved]

(e) Reimbursement . If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to the amount of such LC Disbursement not later than the first Business Day following the date the Borrower receives notice from the Issuing Lender of such LC Disbursement; provided that, in the case of any LC Disbursement, to the extent not reimbursed and, subject to the satisfaction (or waiver) of the conditions to borrowing set forth herein, including, without limitation, making a request in accordance with Section 2.03(a) that such payment shall be financed with an ABR Revolving Borrowing, as the case may be, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing; provided , further that for purposes of determining the Revolving Loan Percentage of each Revolving Lender with respect to such ABR Revolving Borrowing, such LC Disbursement shall not be deemed to be a Revolving Extension of Credit.

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(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.02(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.02, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders, nor the applicable Issuing Lender, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Lender; provided that the foregoing shall not be construed to excuse an Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of the applicable Issuing Lender (as finally determined by a court of competent jurisdiction), the applicable Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures . The applicable Issuing Lender shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The applicable Issuing Lender shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment, whether the applicable Issuing Lender has made or will make an LC Disbursement

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thereunder and the amount of such LC Disbursement; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the applicable Issuing Lender with respect to any such LC Disbursement in accordance with the terms herein.

(h) Interim Interest . If the applicable Issuing Lender shall make any LC Disbursement, then, unless the Borrower shall reimburse (including by a Borrowing) such LC Disbursement in full not later than the first Business Day following the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse (including by a Borrowing) such LC Disbursement when due pursuant to Section 2.02(e), then Section 2.08 shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender.

(i) Replacement of the Issuing Lender . Any Issuing Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.21. From and after the effective date of any such replacement, (i) the successor Issuing Lender shall have all the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Replacement of Letters of Credit; Cash Collateralization . The Borrower shall (i) upon or prior to the occurrence of the earlier of (A) the Revolving Facility Maturity Date with respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the termination of the Commitments in accordance with the terms hereof, (x) cause all Letters of Credit which expire after the earlier to occur of (A) the Revolving Facility Maturity Date with respect to all Revolving Commitments and (B) the acceleration of the Loans (if any) and the termination of the Commitments in accordance with the terms hereof (the “ Outstanding Letters of Credit ”) to be returned to the applicable Issuing Lender undrawn and marked “cancelled” or (y) if the Borrower does not do so in whole or in part, either (A) provide one or more “back-to-back” letters of credit to each applicable Issuing Lender with respect to any such Outstanding Letters of Credit in a form reasonably satisfactory to each such Issuing Lender and the Administrative Agent, issued by a bank satisfactory to each such Issuing Lender (in its sole discretion) and the Administrative Agent, and/or (B) deposit cash in the Letter of Credit Account,

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as collateral security for the Borrower’s reimbursement obligations in connection with any such Outstanding Letters of Credit, such cash (or any applicable portion thereof) to be promptly remitted to the Borrower (provided no Default or Event of Default has occurred and is continuing) upon the expiration, cancellation or other termination or satisfaction of the Borrower’s reimbursement obligations with respect to such Outstanding Letters of Credit, in whole or in part, in an aggregate principal amount for all such “back-to-back” letters of credit and any such Cash Collateralization equal to 100% of the then outstanding amount of all LC Exposure (less the amount, if any, on deposit in the Letter of Credit Account prior to taking any action pursuant to clauses (A) or (B) above), and (ii) if required pursuant to Section 2.02(m), 2.12(c), 2.12(d), 2.12(e), 2.12(g)(iii) or 7.01 or pursuant to any Extension Amendment, deposit in the Letter of Credit Account an amount required pursuant to Section 2.02(m), 2.12(c), 2.12(d), 2.12(e), 2.12(g)(iii) or 7.01, or pursuant to any such Extension Amendment, as applicable (any such deposit or provision of back-to-back letters of credit described in the preceding clause (i) or clause (ii), “ Cash Collateralization ” (it being understood that any LC Exposure shall be deemed to be “ Cash Collateralized ” only to the extent a deposit or provision of back-to-back letters of credit as described above is made in an amount equal to 100% of the amount of such LC Exposure)). The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Letter of Credit Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent (in accordance with its usual and customary practices for investments of this type) and at the Borrower’s risk and reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account and shall be paid to the Borrower on its request provided no Default or Event of Default has occurred and is continuing. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Lender for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time. If the Borrower is required to provide Cash Collateralization hereunder pursuant to Section 2.02(m), 2.12(c), 2.12(d), 2.12(e) or 2.12(g)(iii) or the terms of any Extension Amendment, such Cash Collateralization (to the extent not applied as contemplated by the applicable section) shall be returned to the Borrower within three (3) Business Days after the applicable section (or Extension Amendment) no longer requires the provision of such Cash Collateralization.

(k) Issuing Lender Agreements . Unless otherwise requested by the Administrative Agent, each Issuing Lender shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, the aggregate face amount of the Letters of Credit to be issued, amended,

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renewed, or extended by it (and whether, subject to Section 2.02(b), the face amount of any such Letter of Credit was changed thereby) and the aggregate face amount of such Letters of Credit outstanding after giving effect to such issuance, amendment, renewal or extension, (iii) on each Business Day on which such Issuing Lender makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Lender on such day, the date of such failure, and the amount of such LC Disbursement and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

(l) [Reserved]

(m) Provisions Related to Extended Revolving Commitments . If the maturity date in respect of any tranche of Revolving Commitments of an Issuing Lender occurs prior to the expiration of any Letter of Credit issued by such Issuing Lender, then (i) if one or more other tranches of Revolving Commitments of such Issuing Lender in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued under such Issuing Lender’s Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of such Issuing Lender’s unutilized Revolving Commitments thereunder at such time and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.02(j). For the avoidance of doubt, commencing with the maturity date of any tranche of Revolving Commitments of any Issuing Lender, the sublimit for Letters of Credit issued by such Issuing Lender under any tranche of Revolving Commitments that has not so then matured shall be as agreed in the relevant Extension Amendment with such Issuing Lender (to the extent such Extension Amendment so provides).

Section 2.03. Requests for Loans .

(a) Unless otherwise agreed to by the Administrative Agent in connection with making the initial Revolving Loans, to request a Revolving Loan, the Borrower shall notify the Administrative Agent of such request by (i) telephone or (ii) by hand or by facsimile delivery of a written Loan Request (A) in the case of a Eurodollar Loan, not later than 2:00 p.m., New York City time, three (3) Business Days before the date of the proposed Loan and (B) in the case of an ABR Loan, not later than 12:00 noon, New York City time, on the date of the proposed Loan. Each such telephonic Loan request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Loan Request signed by the Borrower. Each such telephonic Loan request and written Loan Request shall specify the following information in compliance with Section 2.01(a):

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(i) the aggregate amount of the requested Loan (which shall comply with Section 2.01(c));

(ii) the date of such Loan, which shall be a Business Day;

(iii) whether such Loan is to be an ABR Loan or a Eurodollar Loan; and

(iv) in the case of a Eurodollar Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”.

If no election as to the Type of Loan is specified, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loan, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(b) Promptly following receipt of a Loan Request in accordance with this Section 2.03, the Administrative Agent shall advise each Revolving Lender of the details thereof and of the amount of such Revolving Lender’s Loan to be made as part of the requested Loan.

Section 2.04. Funding of Loans .

(a) Each Revolving Lender shall make each Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, or such earlier time as may be reasonably practicable, to the account of the Administrative Agent most recently designa ted by it for such purpose by notice to the Lenders. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account designated by the Borrower in the applicable Loan Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be remitted by the Administrative Agent to the Issuing Lender.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Loan (or, with respect to any ABR Loan made on same-day notice, prior to 11:00 a.m., New York City time, on the date of such Loan) that such Lender will not make available to the Administrative Agent such Lender’s share of such Loan, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.04 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Loan available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith

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upon written demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate otherwise applicable to such Loan. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Loan and the Borrower shall not be obligated to repay such amount pursuant to the preceding sentence if not previously repaid.

Section 2.05. Interest Elections .

(a) The Borrower may elect from time to time to (i) convert ABR Loans to Eurodollar Loans, (ii) convert Eurodollar Loans to ABR Loans, provided that any such conversion of Eurodollar Loans may be made only on the last day of an Interest Period with respect thereto or (iii) continue any Eurodollar Loan as such upon the expiration of the then current Interest Period with respect thereto.

(b) To make an Interest Election Request pursuant to this Section 2.05, the Borrower shall notify the Administrative Agent of such election by telephone or by hand or facsimile delivery of a written Interest Election Request by the time that a Loan Request would be required under Section 2.03(a) if the Borrower were requesting a Loan of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in substantially the same form as a Loan Request signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.01:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

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(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to a one month Eurodollar Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, and upon the request of the Required Lenders, (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.06. Limitation on Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than twenty Eurodollar Tranches shall be outstanding at any one time.

Section 2.07. Interest on Loans .

(a) Subject to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days in a leap year) at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b) Subject to the provisions of Section 2.08, each Eurodollar Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal, during each Interest Period applicable thereto, to the LIBO Rate for such Interest Period in effect for such Borrowing plus the Applicable Margin.

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(c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date applicable thereto, on the Termination Date with respect to such Loans and thereafter on written demand and upon any repayment or prepayment thereof (on the amount repaid or prepaid); provided that in the event of any conversion of any Eurodollar Loan to an ABR Loan, accrued interest on such Loan shall be payable on the effective date of such conversion.

Section 2.08. Default Interest . If the Borrower or any Guarantor, as the case may be, shall default in the payment of the principal of or interest on any Loan or in the payment of any other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to Section 2.02(e) of any LC Disbursements), whether at stated maturity, by acceleration or otherwise, the Borrower or such Guarantor, as the case may be, shall on written demand of the Administrative Agent from time to time pay interest, to the extent permitted by law, on all overdue amounts up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base Rate is applicable, a year of 365 days or 366 days in a leap year) equal to (a) with respect to the principal amount of any Loan, the rate then applicable for such Borrowings plus 2.0%, and (b) in the case of all other amounts, the rate applicable for ABR Loans plus 2.0%.

Section 2.09. Alternate Rate of Interest . In the event, and on each occasion, that on the date that is two (2) Business Days prior to the commencement of any Interest Period for a Eurodollar Loan, the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that reasonable means do not exist for ascertaining the applicable LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and the Lenders and, until the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Borrowing of Eurodollar Loans hereunder (including pursuant to a refinancing with Eurodollar Loans and including any request to continue, or to convert to, Eurodollar Loans) shall be deemed a request for a Borrowing of ABR Loans.

Section 2.10. Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each Revolving Lender the then unpaid principal amount of each Revolving Loan then outstanding on the Revolving Facility Termination Date applicable to such Revolving Loan.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from

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each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The Borrower shall have the right, upon reasonable notice, to request information regarding the accounts referred to in the preceding sentence.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall promptly execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns in a form furnished by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.02) be represented by one or more promissory notes in such form payable to such payee and its registered assigns.

Section 2.11. Optional Termination or Reduction of Revolving Commitments . Upon at least one (1) Business Day prior written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate a Total Revolving Commitment (subject to compliance with Section 2.12(e)), or from time to time in part permanently reduce the Unused Total Revolving Commitment; provided that each such notice shall only be revocable to the extent such termination or reduction would have resulted from a refinancing of the Obligations, which refinancing shall not be consummated or shall otherwise be delayed. Each such reduction of the Unused Total Revolving Commitment shall be in the principal amount not less than $1,000,000 and in an integral multiple of $1,000,000. Simultaneously with each reduction or termination of the Revolving Commitment, the Borrower shall (i) pay to the Administrative Agent for the account of each Revolving Lender the Commitment Fee accrued and unpaid on the amount of the Revolving Commitment of such Revolving Lender so terminated or reduced through the date thereof and (ii) any outstanding Letters of Credit issued by an Issuing Lender that results in the amount of such Issuing Lender’s Revolving Extensions of Credit then outstanding to exceed the Revolving Commitment (as so reduced) of such Revolving Lender shall be reduced and cancelled (or Cash Collateralized in accordance with Section 2.02(j)) as necessary to ensure the portion (if any) thereof outstanding and not Cash

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Collateralized does not exceed such Issuing Lender’s Revolving Commitment (as so reduced). Any reduction of the Unused Total Revolving Commitment pursuant to this Section 2.11 shall be applied to reduce the Revolving Commitment of each Revolving Lender on a pro rata basis.

Section 2.12. Mandatory Prepayment of Loans; Commitment Termination; Change of Control Offer .

(a) Within five (5) Business Days of the Borrower or any of its Subsidiaries receiving any Net Proceeds as a result of a Collateral Sale or a Recovery Event in respect of Collateral, if the Borrower shall not be in compliance with Section 6.09(a) on the date such Net Proceeds are received, the Borrower shall deposit cash in an amount (the “ Net Proceeds Amount ”) equal to the amount of such received Net Proceeds (solely to the extent necessary to maintain compliance with Section 6.09(a)) into the Collateral Proceeds Account that is maintained with the Administrative Agent for such purpose and subject to an Account Control Agreement and thereafter such Net Proceeds Amount shall be applied (to the extent not otherwise applied pursuant to the immediately succeeding proviso and solely to the extent the Borrower is not in compliance with Section 6.09(a)) in accordance with the requirements of Section 2.12(c); provided that (i) the Borrower may use such Net Proceeds Amount to replace with Qualified Replacement Assets or, solely in the case of any Net Proceeds Amount in respect of any Recovery Event, repair the assets which are the subject of such Recovery Event or Collateral Sale within 365 days after such deposit is made, (ii) all such Net Proceeds Amounts shall be subject to release as provided in Section 6.09(c) or, at the option of the Borrower at any time, may be applied in accordance with the requirements of Section 2.12(c), and (iii) upon the occurrence of an Event of Default, the amount of any such deposit may be applied by the Administrative Agent in accordance with Section 2.12(c); provided further that any release of any Net Proceeds Amount pursuant to clause (ii) of this Section 2.12(a) shall be conditioned on the Borrower being in compliance with Section 6.09(a) after giving effect thereto (it being understood that the failure to be in compliance with Section 6.09(a) shall not prevent the release of any Net Proceeds Amount in connection with any repair or replacement of assets permitted hereunder so long as no decrease in the Collateral Coverage Ratio will result therefrom).

(b) The Borrower shall prepay the Revolving Loans (without any corresponding reduction in Revolving Commitments) when and in an amount necessary to comply with Section 6.09.

(c) Amounts required to be applied to the prepayment of Loans pursuant to Section 2.12(a) and (b) shall be applied to prepay the outstanding Revolving Loans (and to provide Cash Collateralization for the outstanding LC Exposure following the repayment of all outstanding Revolving Loans) in an amount necessary to comply with Section 6.09, in each case as directed by the Borrower. Such prepayments of Revolving Loans (and Cash Collateralization of the outstanding LC Exposure) shall not result in a corresponding permanent reduction in the Revolving Commitments. Any Cash Collateralization of outstanding LC Exposure shall be

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consummated in accordance with Section 2.02(j). The application of any prepayment pursuant to this Section 2.12 shall be made, first , to ABR Loans and, second , to Eurodollar Loans.

(d) If at any time the Total Revolving Extensions of Credit for any reason exceed the Total Revolving Commitment at such time, the Borrower shall prepay Revolving Loans on a pro rata basis in an amount sufficient to eliminate such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans, the Total Revolving Extensions of Credit exceed the Total Revolving Commitment then in effect, the Borrower shall Cash Collateralize outstanding Letters of Credit to the extent of such excess.

(e) Upon the Revolving Facility Termination Date applicable to any Revolving Commitment, such Revolving Commitment shall be terminated in full and the Borrower shall repay the applicable Revolving Loans in full and, except as the Administrative Agent may otherwise agree in writing, if any Letter of Credit remains outstanding, comply with Section 2.02(j) in accordance therewith.

(f) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid interest on the principal amount being prepaid to (but not including) the date of prepayment, plus any accrued and unpaid Fees and any losses, costs and expenses, as more fully described in Sections 2.15 hereof.

(g) Unless otherwise prepaid in accordance with Section 2.12 or 2.13 hereof, and subject to the next sentence, upon the occurrence of a Change of Control, each Lender shall have the right to require the Borrower to prepay all or part of such Lender’s Loans at a prepayment price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of prepayment, to discharge all or part of such Lender’s LC Exposure (if any) and to terminate all or part of such Lender’s unused Revolving Commitment in accordance with this Section 2.12. Notwithstanding the foregoing, the Borrower shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control if, upon direction of the Borrower, a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 2.12(g) applicable to a Change of Control Offer made by the Borrower and purchases all Loans validly surrendered and not withdrawn under such Change of Control Offer and the Borrower otherwise complies with this Section 2.12(g).

(i) Within 30 days following the occurrence of any Change of Control, the Borrower shall provide a written notice to the Administrative Agent and each Lender containing the following information (such notice, a “ Change of Control Offer ”):

(A) that a Change of Control has occurred and that such Lender has the right to require Borrower to repay such Lender’s Loans at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid

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interest to the date of purchase, to discharge its LC Exposure by Cash Collateralizing such LC Exposure and to terminate such Lender’s unused Revolving Commitment;

(B) the date of prepayment, LC Exposure discharge and unused Revolving Commitment termination (the “ Prepayment Date ”) (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

(C) a statement that any Lender wishing to have its Loans repaid, LC Exposure discharged and unused Revolving Commitment terminated pursuant to such Change of Control Offer must comply with Section 2.12(g)(ii).

A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer.

(ii) In order to accept any Change of Control Offer, a Lender shall notify the Administrative Agent in writing at its address for notices contained in this Agreement prior to 12:00 noon, New York time, on the Business Day next preceding the Prepayment Date with respect to such Change of Control Offer (the “ Election Time ”) of such Lender’s election to require the Borrower to prepay all or a specified portion of such Lender’s Loans, to discharge all or a specified portion of such Lender’s LC Exposure and to terminate all or a specified portion of such Lender’s unused Revolving Commitment pursuant to such Change of Control Offer (which, in the case of any election to require less than all of such Lender’s Loans to be prepaid, less than all of such Lender’s LC Exposure to be discharged and less than all such Lender’s unused Revolving Commitment to be terminated in such Change of Control Offer, shall be, taken together, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof) and the principal amount of such Lender’s Loans to be prepaid, the amount of such Lender’s LC Exposure to be discharged and the amount of such Lender’s unused Revolving Commitment to be terminated each shall be in the same proportion of such Lender’s total Loans, total LC Exposure and total unused Revolving Commitment, respectively), and shall specify the amount of such Lender’s Loans which such Lender requests be prepaid, amount of such Lender’s LC Exposure which such Lender requests be discharged and amount of unused Revolving Commitment to be terminated in such Change of Control Offer. In order to validly withdraw any election with respect to any Put Exposure in any Change of Control Offer, the Lender holding such Put Exposure shall notify the Administrative Agent in writing at its address for notices contained in this Agreement prior to the Election Time of such Lender’s election to withdraw such Put Exposure from such Change of Control Offer, which notification shall include a copy of such Lender’s previous notification electing to have its Put Exposure prepaid, discharged

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or terminated in such Change of Control Offer and shall state that such election is withdrawn. All such prepayments of such Lender’s Loans and discharge of such Lender’s LC Exposure shall automatically result in a corresponding permanent reduction in such Lender’s Revolving Commitments. The Administrative Agent shall from time to time, upon request by the Borrower, advise the Borrower of the amount of Put Exposure with respect to any Change of Control Offer.

(iii) If as of the Election Time there is any Put Exposure as to which the election to accept the Change of Control Offer has not been withdrawn pursuant to Section 2.12(g)(ii), prior to 1:00 p.m., New York City time, on the Prepayment Date the Borrower shall pay to the Administrative Agent the aggregate amount payable with respect to such Put Exposure pursuant to Section 2.12(g)(i)(A). The Administrative Agent shall apply such funds to repay the Loans included in such Put Exposure and to Cash-Collateralize the LC Exposure included in the Put Exposure. In addition, the Administrative Agent shall recalculate the Revolving Commitment Percentage of each Lender after giving effect to such Change of Control Offer and give written notice thereof to the Borrower and each Lender.

Section 2.13. Optional Prepayment of Loans .

(a) The Borrower shall have the right, at any time and from time to time, to prepay any Loans, in whole or in part, (i) with respect to Eurodollar Loans, upon (A) telephonic notice (followed promptly by written or facsimile notice) or (B) written or facsimile notice, in any case received by 1:00 p.m., New York City time, three (3) Business Days prior to the proposed date of prepayment and (ii) with respect to ABR Loans, upon written or facsimile notice received by 1:00 p.m., New York City time, one Business Day prior to the proposed date of prepayment; provided that ABR Loans may be prepaid on the same day notice is given if such notice is received by the Administrative Agent by 12:00 noon, New York City time; provided further , however, that (A) each such partial prepayment shall be in an amount not less than $1,000,000 and in integral multiples of $1,000,000 in the case of Eurodollar Loans and integral multiples of $100,000 in the case of ABR Loans, (B) no prepayment of Eurodollar Loans shall be permitted pursuant to this Section 2.13(a) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in Section 2.15, and (C) no partial prepayment of a Eurodollar Tranche shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Eurodollar Tranche being less than $1,000,000.

(b) Any prepayments under Section 2.13(a) shall be applied to repay the outstanding Revolving Loans of the Revolving Lenders (without any reduction in the Total Revolving Commitment) as the Borrower shall specify until all Revolving Loans shall have been paid in full (plus any accrued but unpaid interest and fees thereon). All prepayments under Section 2.13(a) shall be accompanied by accrued but unpaid interest on the principal amount

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being prepaid to (but not including) the date of prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Section 2.15 hereof.

(c) Each notice of prepayment shall specify the prepayment date, the principal amount of the Loans to be prepaid and, in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount and on the date stated therein; provided that the Borrower may revoke any notice of prepayment under this Section 2.13 if such prepayment would have resulted from a refinancing of any or all of the Obligations hereunder, which refinancing shall not be consummated or shall otherwise be delayed. The Administrative Agent shall, promptly after receiving notice from the Borrower hereunder, notify each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the prepayment date and the manner of application of the prepayment.

Section 2.14. Increased Costs .

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Lender (except any such reserve requirement subject to Section 2.14(c)); or

(ii) impose on any Lender or Issuing Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit issued hereunder;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting into, continuing or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Issuing Lender of issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Lender hereunder with respect to any Eurodollar Loan or Letter of Credit (whether of principal, interest or otherwise), then, upon the request of such Lender or Issuing Lender, the Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender, as the case may be, for such additional costs incurred or reduction suffered.

(b) If any Lender or Issuing Lender reasonably determines in good faith that any Change in Law affecting such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this

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Agreement or the Eurodollar Loans made by such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such Lender’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or Issuing Lender, as the case may be, such additional amount or amounts, in each case as documented by such Lender or Issuing Lender to the Borrower as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered; it being understood that to the extent duplicative of the provisions in Section 2.16, this Section 2.14(b) shall not apply to Taxes.

(c) Solely to the extent arising from a Change in Law, the Borrower shall pay to each Lender (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error) and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to the Administrative Agent, and which notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of such additional interest or cost from such Lender. If a Lender fails to give written notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.14 and the basis for calculating such amount or amounts shall be delivered to the Borrower and shall be prima facie evidence of the amount due. The Borrower shall pay such Lender or Issuing Lender, as the case may be, the amount due within fifteen (15) days after receipt of such certificate.

(e) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section 2.14 shall not constitute a waiver of such Lender’s or Issuing Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section 2.14 for any

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increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The protection of this Section 2.14 shall be available to each Lender regardless of any possible contention as to the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

(f) The Borrower shall not be required to make payments under this Section 2.14 to any Lender or Issuing Lender if (A) a claim hereunder arises solely through circumstances peculiar to such Lender or Issuing Lender and which do not affect commercial banks in the jurisdiction of organization of such Lender or Issuing Lender generally, (B) the claim arises out of a voluntary relocation by such Lender or Issuing Lender of its applicable Lending Office (it being understood that any such relocation effected pursuant to Section 2.18 is not “voluntary”), or (C) such Lender or Issuing Lender is not seeking similar compensation for such costs to which it is entitled from its borrowers generally in commercial loans of a similar size.

(g) Notwithstanding anything herein to the contrary, regulations, requests, rules, guidelines or directives implemented after the Closing Date pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in Law; provided however , that any determination by a Lender or Issuing Lender of amounts owed pursuant to this Section 2.14 to such Lender or Issuing Lender due to any such Change in Law shall be made in good faith in a manner generally consistent with such Lender’s or Issuing Lender’s standard practice.

Section 2.15. Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of the occurrence and continuance of an Event of Default), (b) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment (or reallocation) of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, 2.27(d) or 10.08(d), then, in any such event, at the request of such Lender, the Borrower shall compensate such Lender for the loss, cost and expense sustained by such Lender attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount reasonably determined in good faith by such Lender or Issuing Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the applicable rate of interest for such Loan (excluding, however the Applicable Margin included therein, if any), for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the

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case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest (as reasonably determined by such Lender) which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts (and the basis for requesting such amount or amounts) that such Lender is entitled to receive pursuant to this Section 2.15 shall be delivered to the Borrower and shall be prima facie evidence of the amount due. The Borrower shall pay such Lender the amount due within fifteen (15) days after receipt of such certificate.

Section 2.16. Taxes .

(a) Any and all payments by or on account of any Obligation of the Borrower or any Guarantor hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Indemnified Taxes or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent, any Lender or any Issuing Lender, as determined in good faith by the applicable Withholding Agent, then (i) the sum payable by the Borrower or applicable Guarantor shall be increased as necessary so that after making all required deductions for any Indemnified Taxes or Other Taxes (including deductions for any Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.16), the Administrative Agent, Lender, Issuing Lender or any other recipient of such payments (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding Agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower or any Guarantor, as applicable, shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by or on behalf of or withheld or deducted from payments owing to the Administrative Agent, such Lender or such Issuing Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or Issuing Lender, or by the Administrative

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Agent on its own behalf or on behalf of a Lender or Issuing Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment to the extent available, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Lender shall, within ten (10) days after written demand therefor, indemnify the Administrative Agent (to the extent the Administrative Agent has not been reimbursed by the Borrower) for the full amount of any Taxes imposed by any Governmental Authority that are attributable to such Lender and that are payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with respect thereto, as determined by the Administrative Agent in good faith. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.

(f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and as reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate; provided that a Foreign Lender shall not be required to deliver any documentation pursuant to this Section 2.16(f) that such Foreign Lender is not legally able to deliver.

(g) (1) Without limiting the generality of the foregoing, each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter when the previously delivered certificates and/or forms expire, or upon request of the Borrower or the Administrative Agent) whichever of the following is applicable:

(i) two (2) duly executed originals of the applicable Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(ii) two (2) duly executed originals of Internal Revenue Service Form W-8ECI (or any successor form),

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(iii) two (2) duly executed originals of Internal Revenue Service Form W-8IMY (or any successor form), accompanied by Internal Revenue Service Form W-8ECI (or any successor form), the applicable Internal Revenue Service Form W-8BEN or W-8BEN-E (or any successor form), Internal Revenue Service Form W-9 (or any successor form), and/or other certification documents from each beneficial owner, as applicable,

(iv) in the case of a Foreign Lender claiming the benefits of exemption for portfolio interest under Section 881(c) of the Code (the “ Portfolio Interest Exemption ”), (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (D) conducting a trade or business in the United States with which the relevant interest payments are effectively connected (such certificate, a “ Certificate Re: Non-Bank Status ”), or if such Foreign Lender is an entity treated as a partnership, an Internal Revenue Service Form W-8IMY (or any successor form), together with a Certificate Re: Non-Bank Status on behalf of any beneficial owners claiming the Portfolio Interest Exemption, and (y) two (2) duly executed originals of the applicable Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form), or in the case of a Foreign Lender that is treated as a partnership, two (2) duly executed originals of Internal Revenue Service Form W-8IMY (or any successor form), together with the appropriate Internal Revenue Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E (or any successor form) on behalf of each beneficial owner claiming the Portfolio Interest Exemption, or

(v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax and reasonably requested by the Borrower or the Administrative Agent to permit the Borrower to determine the withholding or required deduction to be made.

A Foreign Lender shall not be required to deliver any form or statement pursuant to this Section 2.16(g) that such Foreign Lender is not legally able to deliver.

(2) Any Lender that is a “United States Person” (as such term is defined in Section 7701(a)(30) of the Code) shall deliver to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter when the previously delivered certificates and/or forms expire, or upon request of the Borrower or the Administrative Agent), two (2) copies of Internal Revenue Service Form W9 (or any successor form), properly completed and duly executed by such Lender, certifying that such Lender is entitled to an exemption from United States backup withholding tax.

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(3) If a payment made to a Lender under this Agreement or any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(g)(3), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h) If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes from the Governmental Authority to which such Taxes or Other Taxes were paid and as to which it has been indemnified by the Borrower or a Guarantor or with respect to which the Borrower or a Guarantor has paid additional amounts pursuant to this Section 2.16, it shall pay over such refund to the Borrower or such Guarantor (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower or such Guarantor under this Section 2.16 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender incurred in obtaining such refund (including Taxes imposed with respect to such refund) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower or such Guarantor, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower or such Guarantor (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the Administrative Agent or any Lender be required to pay any amount to the Borrower pursuant to this paragraph (h) if, and then only to the extent, the payment of such amount would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

Section 2.17. Payments Generally; Pro Rata Treatment .

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(a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 388 Greenwich Street, New York, NY 10013, pursuant to wire instructions to be provided by the Administrative Agent, except payments to be made directly to an Issuing Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15 and 10.04 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. Dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, such funds shall be applied (i) first , towards payment of Fees and expenses then due under Sections 2.19 and 10.04 payable to the Administrative Agent, (ii) second , towards payment of Fees and expenses then due under Sections 2.20, 2.21 and 10.04 payable to the Lenders and the Issuing Lenders and towards payment of interest then due on account of the Revolving Loans and Letters of Credit, ratably among the parties entitled thereto in accordance with the amounts of such Fees and expenses and interest then due to such parties and (iii) third , towards payment of (A) principal of the Revolving Loans and unreimbursed LC Disbursements then due hereunder, (B) any Designated Banking Product Obligations then due, to the extent such Designated Banking Product Obligations constitute “Obligations” hereunder, and (C) any Designated Hedging Obligations then due, to the extent such Designated Hedging Obligations constitute “Obligations” hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal, unreimbursed LC Disbursements, Designated Banking Product Obligations constituting Obligations and Designated Hedging Obligations constituting Obligations then due to such parties. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustment shall be made with respect to payments from the Borrower or other Guarantors to preserve the allocations to Obligations otherwise set forth above in this Section 2.17(b).

(c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Lenders hereunder that the Borrower will not make such

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payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Lender, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(d) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(a), 2.04(b), 8.04 or 10.04(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.18. Mitigation Obligations; Replacement of Lenders .

(a) If the Borrower is required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder, to assign its rights and obligations hereunder to another of its offices, branches or affiliates, to file any certificate or document reasonably requested by the Borrower or to take other reasonable measures, if, in the judgment of such Lender, such designation, assignment, filing or other measures (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section 2.18 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.14 or 2.16.

(b) If, after the date hereof, any Lender requests compensation under Section 2.14 or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender becomes a Defaulting Lender or becomes subject to an Illegality Event, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (i) terminate such Lender’s Revolving Commitment, prepay such Lender’s outstanding Loans and provide Cash Collateralization for such Lender’s LC Exposure or (ii) require such Lender to assign, without recourse (in accordance with and subject to the restrictions contained in Section 10.02), all its interests, rights and obligations under this Agreement to an assignee that

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shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), in any case as of a Business Day specified in such notice from the Borrower; provided that (i) such terminated or assigning Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts due, owing and payable to it hereunder at the time of such termination or assignment, from the assignee (to the extent of such outstanding principal and accrued interest and fees in the case of an assignment) or the Borrower (in the case of all other amounts) and (ii) in the case of an assignment due to payments required to be made pursuant to Section 2.16, such assignment will result in a reduction in such compensation or payments.

Section 2.19. Certain Fees . The Borrower shall pay to the Administrative Agent the fees set forth in that certain Administrative Agent Fee Letter dated as of the date hereof between the Administrative Agent and the Borrower, in each case at the times set forth therein.

Section 2.20. Commitment Fee and Upfront Fee . (a) The Borrower shall pay to the Administrative Agent for the accounts of the Revolving Lenders a commitment fee (the “ Commitment Fee ”) for the period commencing on the Closing Date to the Revolving Facility Termination Date with respect to the applicable Revolving Commitments or the earlier date of termination of the applicable Revolving Commitment, computed (on the basis of the actual number of days elapsed over a year of 360 days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment. Such Commitment Fee, to the extent then accrued, shall be payable quarterly in arrears (a) on the last Business Day of each March, June, September and December, (b) on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments, and (c) as provided in Section 2.11 hereof, upon any reduction or termination in whole or in part of the Total Revolving Commitment.

(b) The Borrower shall pay on the Closing Date to each Lender set forth on Annex A as of such date, an upfront fee in an amount equal to the product of (x) such Lender’s initial Revolving Commitment multiplied by (y) the applicable Upfront Fee Percentage.

Section 2.21. Letter of Credit Fees . The Borrower shall pay with respect to each Letter of Credit (i) to the Administrative Agent for the account of the applicable Issuing Lender a fee calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the daily average LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) with respect to such Letter of Credit and (ii) to each Issuing Lender (with respect to each Letter of Credit issued by it), such Issuing Lender’s customary and reasonable fees as may be agreed by the Issuing Lender and the Borrower for issuance, amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Letter of Credit issued by such Issuing Lender, for the period from and including the date of issuance of such Letter of Credit to and including the date of termination of such Letter of

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Credit. Accrued fees described in this paragraph in respect of each Letter of Credit shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December and on the Revolving Facility Termination Date with respect to the applicable Revolving Commitments. So long as no Event of Default has occurred, fees accruing on any Letter of Credit outstanding after the applicable Revolving Facility Termination Date shall be payable quarterly in the manner described in the immediately preceding sentence and on the date of expiration or termination of any such Letter of Credit.

Section 2.22. Nature of Fees . All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent, as provided herein and in the fee letters described in Section 2.19. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.23. Right of Set-Off . Upon the occurrence and during the continuance of any Event of Default pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their respective banking Affiliates) are hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time held and other indebtedness at any time owing by the Administrative Agent and each such Lender (or any of such banking Affiliates) to or for the credit or the account of the Borrower or any Guarantor against any and all of any such overdue amounts owing under the Loan Documents, irrespective of whether or not the Administrative Agent or such Lender shall have made any demand under any Loan Document; provided that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.26(d) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lenders and the Revolving Lenders and (y) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender (or any of such banking Affiliates) and the Administrative Agent agrees promptly to notify the Borrower after any such set-off and application made by it (or any of its banking Affiliates), as the case may be, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and the Administrative Agent under this Section 2.23 are in addition to other rights and remedies which such Lender and the Administrative Agent may have upon the occurrence and during the continuance of any Event of Default.

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Section 2.24. Security Interest in Letter of Credit Account . The Borrower hereby pledges to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, and hereby grants to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a first priority security interest, senior to all other Liens, if any, in all of the Borrower’s right, title and interest in and to the Letter of Credit Account, any direct investment of the funds contained therein and any proceeds thereof. Cash held in the Letter of Credit Account shall not be available for use by the Borrower, and shall be released to the Borrower only as described in Section 2.02(j).

Section 2.25. Payment of Obligations . Subject to the provisions of Section 7.01, upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents of the Borrower, the Lenders shall be entitled to immediate payment of such Obligations.

Section 2.26. Defaulting Lenders .

(a) If at any time any Lender becomes a Defaulting Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.02(b) (with the assignment fee to be waived in such instance and subject to any consents required by such Section) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person.

(b) Any Lender being replaced pursuant to Section 2.26(a) shall (i) execute and deliver an Assignment and Acceptance with respect to such Lender’s outstanding Commitments and Loans, and (ii) deliver any documentation evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Acceptance, (A) the assignee Lender shall acquire all or a portion, as specified by the Borrower and such assignee, of the assigning Lender’s outstanding Commitments and Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Commitments and Loans so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Acceptance (including, without limitation, any amounts owed under Section 2.15 due to such replacement occurring on a day other than the last day of an Interest Period), and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Commitments and Loans, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender; provided that an assignment contemplated by this Section 2.26(b) shall become effective notwithstanding the failure by the Lender being replaced to deliver the

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Assignment and Acceptance contemplated by this Section 2.26(b), so long as the other actions specified in this Section 2.26(b) shall have been taken.

(c) Anything herein to the contrary notwithstanding, if a Revolving Lender becomes, and during the period it remains, a Defaulting Lender, during such period, such Defaulting Lender shall not be entitled to any fees accruing during such period pursuant to Section 2.20 (without prejudice to the rights of the Non-Defaulting Lenders in respect of such fees).

(d) Any amount paid by the Borrower or otherwise received by the Administrative Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but shall instead be retained by the Administrative Agent in a segregated account until (subject to Section 2. 26(f)) the termination of the Revolving Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority:

first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent,

second , to the payment of the default interest and then current interest due and payable to the Revolving Lenders which are Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them,

third , to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them,

fourth , to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and

fifth , after the termination of the Revolving Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(e) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Revolving Lenders thereof), and in such event the provisions of Section 2.26(d) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that (i) no Event of Default

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shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, or any Lender may have against such Defaulting Lender.

(f) If the Borrower and the Administrative Agent agree in writing that a Revolving Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Revolving Lender shall purchase at par such portions of outstanding Revolving Loans of the other Revolving Lenders, and/or make such other adjustments, as the Administrative Agent may determine to be necessary to cause the Revolving Lenders to hold Revolving Loans on a pro rata basis in accordance with their respective Revolving Commitments, whereupon such Revolving Lender shall cease to be a Defaulting Lender and will be a Non-Defaulting Lender; provided that no adjustments shall be made retroactively with respect to fees accrued while such Revolving Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender shall constitute a waiver or release of any claim of any party hereunder arising from such Revolving Lender’s having been a Defaulting Lender.

(g) Notwithstanding anything to the contrary herein, (x) any Lender that is an Issuing Lender hereunder may not be replaced in its capacity as an Issuing Lender at any time that it has a Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Lender have been made with respect to such outstanding Letters of Credit and (y) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 8.05.

Section 2.27. Increase in Commitment .

(a) Borrowing Request . The Borrower may by written notice to the Administrative Agent request, prior to the Revolving Facility Maturity Date, an increase to the existing Revolving Commitments by an amount not to exceed $50,000,000 in the aggregate. Such notice shall specify (i) the date (each, an “ Increase Effective Date ”) on which the Borrower proposes that the increased Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Eligible Assignee to whom the Borrower proposes any portion of such increased Commitments be allocated (each, a “ New Lender ”) and the amounts of such allocations; provided that any existing Lender approached to provide all or a portion of the increased Commitments may elect or decline, in its sole discretion, to provide such increased Commitment.

(b) Conditions . The increased Commitments shall become effective, as of such Increase Effective Date provided that:

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(i) each of the conditions set forth in Section 4.02 shall be satisfied on or prior to such Increase Effective Date;

(ii) no Event of Default shall have occurred and be continuing or would result from giving effect to the increased Commitments on such Increase Effective Date;

(iii) after giving pro forma effect to the increased Commitments to be made on such Increase Effective Date, the Borrower shall be in pro forma compliance with the covenant set forth in Section 6.09(a); and

(iv) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c) Terms of Revolving Loans and Commitments . The terms and provisions of Revolving Loans made pursuant to the increased Commitments shall be identical to the Revolving Loans. The increased Commitments shall be effected by a joinder agreement (the “ Increase Joinder ”) executed by the Borrower, the Administrative Agent and each Lender making such increased Commitment, in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.27. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Revolving Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Loans made pursuant to any increased Revolving Commitments made pursuant to this Agreement.

(d) Adjustment of Revolving Loans . Each of the existing Revolving Lenders shall assign to each of the applicable New Lenders, and each of the New Lenders shall purchase from each of the existing Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the existing Lenders and New Lenders ratably in accordance with their Revolving Commitments after giving effect to the increased Revolving Commitments on such Increase Effective Date; provided that no such reallocation shall result in any Issuing Lender having Revolving Extensions of Credit greater than its Revolving Commitment. If there is a new Borrowing of Revolving Loans on such Increase Effective Date, the Revolving Lenders after giving effect to such Increase Effective Date shall make such Revolving Loans in accordance with Section 2.01(a). Any amounts owed under Section 2.15 due to a reallocation of Eurodollar Loans pursuant to this Section 2.27(d) occurring on a day other than the last day of an Interest Period applicable thereto shall be payable by the Borrower pursuant to Section 2.15.

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(e) Equal and Ratable Benefit . The Revolving Loans and Commitments established pursuant to this paragraph shall constitute Revolving Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents and shall, without limiting the foregoing, benefit equally and ratably from the security interests created by the Collateral Documents.

Section 2.28. Extension of the Revolving Facility .

(a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to all Lenders holding Revolving Commitments with a like maturity date, on a pro rata basis (based on the aggregate Revolving Commitments with a like maturity date) and on the same terms to each such Lender, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by the changing interest rate or fees payable in respect of such Revolving Commitments (and related outstandings)) (each, an “ Extension ”, and each group of Revolving Commitments, as so extended, as well as the original Revolving Commitments not so extended, being a “ tranche ”, and any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied:

(i) no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders (the “Extension Offer Date”),

(ii) except as to interest rates, fees and final maturity (which shall be set forth in the relevant Extension Offer), the Revolving Commitment of any Revolving Lender that agrees to an Extension with respect to such Revolving Commitment extended pursuant to an Extension (an “ Extended Revolving Commitment ”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments) of Loans with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving

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Commitments, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such tranche on a better than a pro rata basis as compared to any other tranche with a later maturity date than such tranche, (3) assignments and participations of Extended Revolving Commitments and extended Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans and (4) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments and any original Revolving Commitments) which have more than two different maturity dates,

(iii) if the aggregate principal amount of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Revolving Loans of such Revolving Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Revolving Lenders have accepted such Extension Offer,

(iv) if the aggregate principal amount of Revolving Commitments in respect of which Revolving Lenders shall have accepted the relevant Extension Offer shall be less than the maximum aggregate principal amount of Revolving Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Borrower may, in any combination, (A) require each Revolving Lender that does not accept such Extension Offer to assign pursuant to Section 10.02 no later than forty-five (45) days after the Extension Offer Date any or all of its pro rata share of the outstanding Revolving Commitments and Revolving Loans offered to be extended pursuant to such Extension Offer to one or more assignees (which may new or existing Lenders) which have agreed to such assignment and to extend the applicable Revolving Facility Maturity Date and/or (B) terminate any or all of the outstanding Revolving Commitments of any Revolving Lender that does not accept such Extension Offer (to the extent not assigned pursuant to the preceding clause (A)); provided that (1) each Revolving Lender that does not respond affirmatively within thirty (30) days of the Extension Offer Date shall be deemed not to have accepted such Extension Offer, (2) each assigning Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Revolving Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (3) the processing and recordation fee specified in Section 10.02(b) shall be paid by the Borrower or such assignee and (4) the assigning Revolving Lender shall continue to be entitled to the rights under Section 10.04 for any period prior to the effectiveness of such assignment,

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(v) all documentation in respect of such Extension shall be consistent with the foregoing, and

(vi) any applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower. For the avoidance of doubt, no Lender shall be obligated to accept any Extension Offer.

(b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12 or Section 2.13 and (ii) each Extension Offer shall specify the minimum amount of Revolving Commitments to be tendered, which shall be a minimum amount approved by the Administrative Agent (a “ Minimum Extension Condition ”). The Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Revolving Commitments on such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Section 2.11, 2.12, 2.17 and 8.08) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.28.

(c) The consent of the Administrative Agent shall be required to effectuate any Extension, such consent not to be unreasonably withheld. No consent of any Lender shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Revolving Commitments (or a portion thereof) (or, in the case of an Extension pursuant to clause (iv) of Section 2.28(a), the consent of the assignee agreeing to the assignment of one or more Revolving Commitments and/or Revolving Loans). All Extended Revolving Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “ Extension Amendment ”) with the Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.28.

(d) In connection with any Extension, the Borrower shall provide the Administrative Agent at least five (5) Business Days (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including, without limitation, regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if

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any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.28.

Section 2.29. Illegality Event . If any Revolving Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower absent manifest error) that any Change In Law makes it unlawful, or any Governmental Authority having jurisdiction over such Revolving Lender asserts that it is unlawful, for such Revolving Lender to fund its Revolving Loans (or any portion thereof) as funded hereunder (any such event being hereinafter referred to as an “ Illegality Event ”), then:

(i) such Revolving Lender shall promptly serve notice of such fact on the Borrower and the Administrative Agent;

(ii) such Revolving Lender’s obligation to fund Revolving Loans shall be suspended until such time as the Revolving Lender may again fund and maintain such Revolving Loans.

(iii) such Revolving Lender shall not be entitled to any fees pursuant to Section 2.20 accruing during the period that such Revolving Lender is subject to such Illegality Event (without prejudice to the rights of the Revolving Lenders not subject to an Illegality Event in respect of such fees).

SECTION 3.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to make Loans and issue Letters of Credit hereunder, the Borrower and each of the Guarantors jointly and severally represent and warrant as follows:

Section 3.01. Organization and Authority . Each of the Borrower and the Guarantors (a) is duly organized, validly existing and in good standing (to the extent such concept is applicable in the applicable jurisdiction) under the laws of the jurisdiction of its organization and is duly qualified and in good standing in each other jurisdiction in which the failure to so qualify would have a Material Adverse Effect and (b) has the requisite corporate or limited liability company power and authority to effect the Transactions, to own or lease and operate its properties and to conduct its business as now or currently proposed to be conducted.

Section 3.02. Air Carrier Status . The Borrower is an “air carrier” within the meaning of Section 40102 of Title 49 and holds a certificate under Section 41102 of Title 49. The Borrower holds an air carrier operating certificate issued pursuant to Chapter 447 of Title 49. The Borrower is a “citizen of the United States” as defined in Section 40102(a)(15) of Title 49

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and as that statutory provision has been interpreted by the DOT pursuant to its policies (a “ United States Citizen ”).

Section 3.03. Due Execution . The execution, delivery and performance by each of the Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the respective corporate or limited liability company powers of each of the Borrower and the Guarantors, have been duly authorized by all necessary corporate or limited liability company action, including the consent of shareholders or members where required, and do not (i) contravene the charter, by-laws or limited liability company agreement (or equivalent documentation) of the Borrower or any of the Guarantors, (ii) violate any applicable law (including, without limitation, the Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or X of the Board), or any order or decree of any court or Governmental Authority, other than violations by the Borrower or the Guarantors which would not reasonably be expected to have a Material Adverse Effect, (iii) conflict with or result in a breach of, or constitute a default under, any material indenture, mortgage or deed of trust or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or any of their properties, which, in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the property of the Borrower or any of the other Grantors other than the Liens granted pursuant to this Agreement or the other Loan Documents; and (b) do not require the consent, authorization by or approval of or notice to or filing or registration with any Governmental Authority or any other Person, other than (i) the filing of financing statements under the UCC, (ii) the filings and consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that have been obtained on or prior to the Closing Date and remain in full force and effect and (iv) consents, approvals and exemptions that the failure to obtain in the aggregate would not be reasonably expected to result in a Material Adverse Effect. Each Loan Document to which the Borrower or a Guarantor is a party has been duly executed and delivered by the Borrower and each of the Guarantors party thereto. This Agreement and the other Loan Documents to which the Borrower or any of the Guarantors is a party, each is a legal, valid and binding obligation of the Borrower and each Guarantor party thereto, enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.04. Statements Made .

(a) The written information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement (as modified or supplemented by other written information so furnished), together with the Annual Report on Form 10-K for 2013 of the Parent filed with the SEC and all Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that have been filed after December 31, 2013, by the

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Parent, with the SEC (as amended), taken as a whole as of the Closing Date did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein not misleading in light of the circumstances in which such information was provided; provided that, with respect to projections, estimates or other forward-looking information the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

(b) The Annual Report on Form 10-K of the Parent most recently filed with the SEC, and each Quarterly Report on Form 10-Q and Current Report on Form 8-K of the Parent filed with the SEC subsequently and prior to the date that this representation and warranty is being made, did not as of the date filed with the SEC (giving effect to any amendments thereof made prior to the date that this representation and warranty is being made) contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Section 3.05. Financial Statements; Material Adverse Change .

(a) The audited consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2013, included in the Parent’s Annual Report on Form 10-K for 2013 filed with the SEC, as amended, present fairly, in all material respects, in accordance with GAAP, the financial condition, results of operations and cash flows of the Parent and its Subsidiaries on a consolidated basis as of such date and for such period.

(b) Except as disclosed in the Parent’s Annual Report on Form 10-K for 2013 or any subsequent report filed by the Parent on Form 10-Q or Form 8-K with the SEC, since December 31, 2013, there has been no Material Adverse Change.

Section 3.06. Ownership of Subsidiaries . As of the Closing Date, other than as set forth on Schedule 3.06, (a) each of the Persons listed on Schedule 3.06 is a wholly-owned, direct or indirect Subsidiary of the Parent, and (b) the Parent owns no other Subsidiaries (other than Immaterial Subsidiaries), whether directly or indirectly.

Section 3.07. Liens . There are no Liens of any nature whatsoever on any Collateral other than Permitted Liens.

Section 3.08. Use of Proceeds . The proceeds of the Loans, and the Letters of Credit, shall be used for working capital or other general corporate purposes of the Parent and its Subsidiaries (including the payment of fees and transaction costs as contemplated hereby and as referred to in Sections 2.19 and 2.20).

Section 3.09. Litigation and Compliance with Laws .

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(a) Except as disclosed in the Parent’s Annual Report on Form 10-K for 2013 or any subsequent report filed by the Parent on Form 10-Q or Form 8-K with the SEC since December 31, 2013, there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower or the Guarantors, threatened against the Borrower or the Guarantors or any of their respective properties (including any properties or assets that constitute Collateral under the terms of the Loan Documents), before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that (i) are likely to have a Material Adverse Effect or (ii) could reasonably be expected to affect the legality, validity, binding effect or enforceability of the Loan Documents or, in any material respect, the rights and remedies of the Administrative Agent or the Lenders thereunder or in connection with the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and each Guarantor to its knowledge is currently in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and ownership of its property.

Section 3.10. [Intentionally Omitted].

Section 3.11. Margin Regulations; Investment Company Act.

(a) Neither the Borrower nor any Guarantor is engaged, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board, “ Margin Stock ”), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock in violation of Regulation U.

(b) Neither the Borrower nor any Guarantor is, or after the making of the Loans will be, or is required to be, registered as an “investment company” under the Investment Company Act of 1940, as amended. Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the application of the proceeds of any Loan or repayment of any Loan or reimbursement of any LC Disbursement by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of such Act or any rule, regulation or order of the SEC thereunder.

Section 3.12. Ownership of Collateral . Each Grantor has good title to the Collateral owned by it, free and clear of all Liens other than Permitted Liens.

Section 3.13. Perfected Security Interests . The Collateral Documents, taken as a whole, are effective to create in favor of the Administrative Agent, for the benefit of the Secured

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Parties, a legal, valid and enforceable security interest in all of the Collateral to the extent purported to be created thereby, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.14. Payment of Taxes . Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid when due all Taxes required to have been paid by it, except and solely to the extent that, in each case (a) such Taxes are being contested in good faith by appropriate proceedings or (b) the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.15. Anti-Corruption Laws and Sanctions . Parent has implemented and maintains in effect policies and procedures intended to ensure compliance by Parent, its Subsidiaries and, when acting in such capacity, their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and Parent and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of Parent, any of its Subsidiaries or to the knowledge of Parent any of their respective directors or officers is a Sanctioned Person.

SECTION 4.

CONDITIONS OF LENDING

Section 4.01. Conditions Precedent to Closing. This Agreement shall become effective on the date on which the following conditions precedent shall have been satisfied (or waived by the Lenders in accordance with Section 10.08 and by the Administrative Agent):

(a) Supporting Documents . The Administrative Agent shall have received with respect to the Borrower and the Guarantors in form and substance reasonably satisfactory to the Administrative Agent:

(i) a certificate of the Secretary of State of the state of such entity’s incorporation or formation, dated as of a recent date, as to the good standing of that entity (to the extent available in the applicable jurisdiction) and as to the charter documents on file in the office of such Secretary of State;

(ii) a certificate of the Secretary or an Assistant Secretary (or similar officer), of such entity dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation or formation and the by-laws or limited liability company or other operating agreement (as the case may be) of that entity

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as in effect on the date of such certification, (B) that attached thereto is a true and complete copy of resolutions adopted by the board of directors, board of managers or members of that entity authorizing the Borrowings and Letter of Credit issuances hereunder, the execution, delivery and performance in accordance with their respective terms of this Agreement, the other Loan Documents and any other documents required or contemplated hereunder or thereunder, and the granting of the security interest in the Letter of Credit Account and other Liens contemplated hereby or the other Loan Documents (in each case to the extent applicable to such entity), (C) that the certificate of incorporation or formation of that entity has not been amended since the date of the last amendment thereto indicated on the certificate of the Secretary of State furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of that entity executing this Agreement and the Loan Documents or any other document delivered by it in connection herewith or therewith (such certificate to contain a certification by another officer of that entity as to the incumbency and signature of the officer signing the certificate referred to in this clause (ii)); and

(iii) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all material respects of the representations and warranties made by it contained in the Loan Documents as though made on the Closing Date, except to the extent that any such representation or warranty relates to a specified date, in which case as of such date (provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects as of the applicable date, before and after giving effect to the Closing Date Transactions) and (B) as to the absence of any event occurring and continuing, or resulting from the Closing Date Transactions, that constitutes an Event of Default.

(b) Credit Agreement . Each party hereto shall have duly executed and delivered to the Administrative Agent this Agreement.

(i) a written opinion of Hoyt Zia, General Counsel for the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

(ii) a written opinion of Hughes Hubbard & Reed LLP, special New York counsel to the Borrower and the Guarantors, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;

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(iii) a written opinion of Katten Muchin Rosenman LLP, special New York counsel to the Administrative Agent, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent; and

(d) Payment of Fees and Expenses . The Borrower shall have paid to the Administrative Agent and the Lenders the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and pursuant to this Agreement, as referred to in Sections 2.19 and Section 2.20, and all reasonable and documented out-of-pocket expenses of the Administrative Agent (including reasonable attorneys’ fees of Katten Muchin Rosenman LLP) for which invoices have been presented at least one Business Day prior to the Closing Date.

(e) Consents . All material governmental and third party consents and approvals necessary in connection with the financing contemplated hereby shall have been obtained, in form and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.

(f) Representations and Warranties . All representations and warranties of the Borrower and the Guarantors contained in this Agreement and the other Loan Documents executed and delivered on the Closing Date shall be true and correct in all material respects on and as of the Closing Date, before and after giving effect to the Closing Date Transactions, as though made on and as of such date (except to the extent any such representation or warranty by its terms is made as of a different specified date, in which case as of such specified date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the applicable date, before and after giving effect to the Closing Date Transactions.

(g) No Event of Default . Before and after giving effect to the Closing Date Transactions, no Event of Default shall have occurred and be continuing on the Closing Date.

(h) Patriot Act . The Lenders shall have received at least five (5) days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, that such Lenders shall have requested from the Borrower or a Guarantor prior to such date.

The execution by each Lender of this Agreement shall be deemed to be confirmation by such Lender that any condition relating to such Lender’s satisfaction or reasonable satisfaction with any documentation set forth in this Section 4.01 has been satisfied as to such Lender.

Section 4.02. Conditions Precedent to Each Loan and Each Letter of Credit . The obligation of the Lenders to make each Loan and of the Issuing Lenders to issue each Letter of

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Credit, including the initial Loans and the initial Letters of Credit, is subject to the satisfaction (or waiver in accordance with Section 10.08) of the following conditions precedent:

(a) Notice . The Administrative Agent shall have received a Loan Request pursuant to Section 2.03 with respect to such borrowing or a request for issuance of such Letter of Credit pursuant to Section 2.02, as the case may be.

(b) Representations and Warranties . All representations and warranties contained in this Agreement and the other Loan Documents (other than, with respect to Loans made or Letters of Credit issued after the Closing Date, the representations and warranties set forth in Sections 3.05(b), 3.06 and 3.09(a)) shall be true and correct in all material respects on and as of the date of such Loan or the issuance of such Letter of Credit hereunder (both before and after giving effect thereto and, in the case of each Loan, the application of proceeds therefrom) with the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case as of such date; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the applicable date, before and after giving effect to such Loan or the issuance of such Letter of Credit hereunder.

(c) No Default . On the date of such Loan or the issuance of such Letter of Credit hereunder, no Event of Default, material Default, any Default incapable of being cured or Default under Section 5.07(a) shall have occurred and be continuing nor shall any such Event of Default or Default, as the case may be, occur by reason of the making of the requested Borrowing or the issuance of the requested Letter of Credit and, in the case of each Loan, the application of proceeds thereof.

(d) Collateral Coverage Ratio . On the date of such Loan or the issuance of such Letter of Credit hereunder (and after giving pro forma effect thereto), the Collateral Coverage Ratio shall not be less than 1.0 to 1.0. In the event that any Collateral is required to be pledged in order for the Collateral Coverage Ratio to be not less than 1.0 to 1.0 after giving pro forma effect to the making of such Loan or issuance of such Letter of Credit, as the case may be, the Borrower shall have complied with Section 5.12(b) respect to such Collateral.

(e) No Going Concern Qualification . On the date of such Loan or the issuance of such Letter of Credit hereunder, the opinion of the independent public accountants (after giving effect to any reissuance or revision of such opinion) on the most recent audited consolidated financial statements delivered by the Parent pursuant to Section 5.01(a) shall not include a “going concern” qualification under GAAP as in effect on the date of this Agreement or, if there is a change in the relevant provisions of GAAP thereafter, any like qualification or exception under GAAP after giving effect to such change.

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The acceptance by the Borrower of each extension of credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section 4.02 have been satisfied at that time.

SECTION 5.

AFFIRMATIVE COVENANTS

From the date hereof and for so long as the Commitments remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the amount of cash then held in the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered pursuant to Section 2.02(j)), or the principal of or interest on any Loan or reimbursement of any LC Disbursement is owing (or any other amount that is due and unpaid on the first date that none of the foregoing is in effect, outstanding or owing, respectively, is owing) to any Lender or the Administrative Agent hereunder:

Section 5.01. Financial Statements, Reports, etc . The Borrower shall deliver to the Administrative Agent on behalf of the Lenders:

(a) Within ninety (90) days after the end of each fiscal year, the Parent’s consolidated balance sheet and related statement of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the results of their respective operations during such year, the consolidated statement of the Parent to be audited for the Parent by independent public accountants of recognized national standing and to be accompanied by an opinion of such accountants (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements fairly present in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC its Annual Report on Form 10-K for such fiscal year, which is available to the public via EDGAR or any similar successor system;

(b) Within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the Parent’s consolidated balance sheets and related statements of income and cash flows, showing the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the close of such fiscal quarter and the results of their operations during such fiscal quarter and the then elapsed portion of the fiscal year, each certified by a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year end audit adjustments and the absence of footnotes; provided that the foregoing delivery requirement shall be satisfied if the Parent shall have filed with the SEC

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its Quarterly Report on Form 10-Q for such fiscal quarter, which is available to the public via EDGAR or any similar successor system;

(c) Within the time period under Section 5.01(a) above, (A) a certificate of a Responsible Officer of the Parent certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) a consolidated budget for the Parent and its Subsidiaries for the then current fiscal year;

(d) Within the time period under (a) and (b) of this Section 5.01, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Sections 6.08 and 6.09(a) as of the end of the preceding fiscal quarter, including an updated calculation of the Collateral Coverage Ratio reflecting the most recent Appraisals (as adjusted for any Dispositions or additions to the Collateral since the date of delivery to the Administrative Agent of such Appraisals);

(e) Within 15 days after a Responsible Officer of the Borrower obtains knowledge that there has been one or more Dispositions of Collateral (excluding those described in clause (b), (d) or (e)(iv) of the definition of “Permitted Disposition”) since the date of the Officer’s Certificate demonstrating compliance with Section 6.09(a) most recently delivered under this Agreement by the Borrower to the Administrative Agent consisting of (i) a Pledged Aircraft, (ii) a Pledged Engine or (iii) any other Collateral comprising, in the aggregate, 10% or more of the total Borrowing Base of all Eligible Collateral, a certificate of a Responsible Officer demonstrating in reasonable detail compliance with Section 6.09(a);

(f) (i) At any time that Eligible Accounts are included as Collateral, on the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day) and on each Markdown Date, an Officer’s Certificate from the Borrower setting forth the amount of each Eligible Account included in the Collateral as of such date, (ii) on the date upon which any Eligible Account is pledged as Collateral, but only with respect to such Eligible Account, an Officer’s Certificate from the Borrower setting forth the amount of such Eligible Account pledged on such date, and (iii) at any time that the Administrative Agent provides written notice to the Borrower that the Administrative Agent, acting reasonably and in good faith, believes that a Material Eligible Account contained in the most recent Officer’s Certificate delivered pursuant to clauses (i) and (ii) above with respect to such Pledged Account no longer meets the criteria of an Eligible Account set forth in the definition thereof, and that the Borrower would not reasonably be expected to be in compliance with Section 6.09(a) after excluding the Certified Value of such disqualified Material Eligible Account from the aggregate Certified Value of the Pledged Accounts, within 5 Business Days of such receipt of such request by the Borrower, an Officer’s Certificate from the Borrower setting forth the amount of each Eligible Account included in the Collateral as of such date, in each case together with all supporting

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documents with respect to the applicable Eligible Accounts as the Administrative Agent may reasonably request;

(g) Promptly after a Responsible Officer obtains knowledge thereof, notice of the failure of any material assumption contained in any Appraisal to be correct, except if such failure would not reasonably be expected to materially adversely affect the Appraised Value of the applicable type of Appraised Collateral;

(h) So long as any Commitment, Loan or Letter of Credit is outstanding, within 30 days after the Chief Financial Officer or the Treasurer of the Borrower becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such Default or Event of Default and what action the Borrower and its Subsidiaries are taking or propose to take with respect thereto; and

(i) Promptly, from time to time, such other information regarding the Collateral and the operations, business affairs and financial condition of either the Borrower or any Guarantor, in each case as the Administrative Agent, at the request of any Lender, may reasonably request.

Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01 to the Administrative Agent may be made available by the Administrative Agent to the Lenders by posting such information on the Intralinks website on the Internet at http://www.intralinks.com. Information required to be delivered pursuant to this Section 5.01 by the Borrower shall be delivered pursuant to Section 10.01 hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made available as set forth above) shall be deemed to have been delivered to the Administrative Agent on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s general commercial website on the Internet (to the extent such information has been posted or is available as described in such notice), as such website may be specified by the Borrower to the Administrative Agent from time to time. Information required to be delivered pursuant to this Section 5.01 shall be in a format which is suitable for transmission.

Any notice or other communication delivered pursuant to this Section 5.01, or otherwise pursuant to this Agreement, shall be deemed to contain material non-public information unless (i) expressly marked by the Borrower or a Guarantor as “PUBLIC”, (ii) such notice or communication consists of copies of the Borrower’s public filings with the SEC or (iii) such notice or communication has been posted on a the Borrower’s general commercial website on the Internet, as such website may be specified by the Borrower to the Administrative Agent from time to time.

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Section 5.02. Taxes . The Parent shall pay, and cause each of its Subsidiaries to pay, all material taxes, assessments, and governmental levies before the same shall become more than 90 days delinquent, other than taxes, assessments and levies (i) being contested in good faith by appropriate proceedings and (ii) the failure to effect such payment of which are not reasonably be expected to have a Material Adverse Effect on the Parent.

Section 5.03. Stay, Extension and Usury Laws . The Borrower and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Borrower and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Administrative Agent, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 5.04. Corporate Existence . The Parent shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Parent or any such Restricted Subsidiary; and

(2) the rights (charter and statutory) and material franchises of the Parent and its Restricted Subsidiaries; provided , however, that the Borrower shall not be required to preserve any such right or franchise, or the corporate, partnership or other existence of it or any of its Restricted Subsidiaries, if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Parent and its Subsidiaries, taken as a whole, and that the loss thereof would not, individually or in the aggregate, have a Material Adverse Effect.

For the avoidance of doubt, this Section 5.04 shall not prohibit any actions permitted by Section 6.10 hereof or described in Section 6.10(b).

Section 5.05. Compliance with Laws . The Parent shall comply, and cause each of its Restricted Subsidiaries to comply, with all applicable laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where such noncompliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Parent will maintain in effect policies and procedures intended to ensure compliance by

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Parent, its Subsidiaries and, when acting in such capacity, their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Section 5.06. Designation of Restricted and Unrestricted Subsidiaries .

(a) The Board of Directors of the Parent may designate any Restricted Subsidiary of it (other than the Borrower) to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation. That designation will be permitted only if the Investment would be permitted at that time under Section 6.01 and if the Restricted Subsidiary otherwise meets the definition of an “Unrestricted Subsidiary.”

(b) Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by filing with the Administrative Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions. The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will be permitted only if (i) such Indebtedness is permitted under Section 6.03 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period and (ii) no Default or Event of Default would be in existence following such designation.

Section 5.07. Delivery of Appraisals; Field Audits . (a) The Borrower shall:

(1) on a date within 30 days prior to May 15 and November 15 of each year, beginning with the first such date occurring at least 90 days after any Appraised Collateral is first added to the Collateral;

(2) on the date upon which any Additional Collateral comprised of Appraised Collateral is pledged as Collateral, but only with respect to such Additional Collateral; and

(3) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing;

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deliver to the Administrative Agent one or more Appraisals establishing the Appraised Value of the Appraised Collateral; provided , however , that:

(i) the Borrower shall be required to deliver only an Appraisal with respect to the (x) Pledged Aircraft, Pledged Engines and Pledged Spare Parts (in the case of clause 1 above) or (y) the applicable Additional Collateral (in the case of clause (2) above);

(ii) in connection with the pledging of any Eligible Aircraft, Eligible Engines or Eligible Spare Parts as Additional Collateral, any Appraisal with respect to such Additional Collateral that is more than 180 days old as of the date on which such Additional Collateral is pledged hereunder shall not be deemed to satisfy the Appraisal requirement in clause (2) above; and

(iii) if any new spare Engine is pledged as Collateral within 90 days after delivery from the manufacturer to Borrower and such new spare Engine is of the
same make and model as any spare Engine then currently included (or being
replaced) in the Collateral (any such Engine make and model, an “ Existing Engine Type ”), an Appraisal with respect to such new spare Engine shall only be required under this Section 5.07 if the Borrower elects to provide such an Appraisal for purposes of determining the Appraised Value of such new spare Engine pursuant to clause (iii) of the proviso of the definition of “Appraised Value”.

In addition to the requirements set forth in this Section 5.07(a), if at any time the Administrative Agent in its reasonable good faith business judgment believes that any material assumption contained in any Appraisal fails to be correct, except if such failure would not reasonably be expected to result in the Collateral Coverage Ratio being less than 1.0 to 1.0, it may request the delivery of an updated Appraisal with respect to the affected Appraised Collateral, and the Borrower and Guarantors shall cooperate with the applicable Appraiser(s) to ensure that the Administrative Agent receives the same. The Borrower may from time to time cause subsequent Appraisals to be delivered to the Administrative Agent if it believes that any affected item of Appraised Collateral has a higher Appraised Value than that reflected in the most recent Appraisals delivered pursuant to this Section 5.07.

(b) The Borrower will reasonably cooperate with the Field Auditor such that the Administrative Agent shall receive one or more Field Audits establishing the Certified Value of the Pledged Accounts:

(1) on a date within 30 days prior to October 31 of each year, beginning 90 days after any such Pledged Account is first added to the Collateral;

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(2) promptly (but in any event within 45 days) following a request by the Administrative Agent if an Event of Default has occurred and is continuing.

In addition, on such additional dates as the Borrower may reasonably request from time to time, the Administrative Agent shall cooperate with the Borrower to cause the Field Auditor to provide a Field Audit to the Administrative Agent that establishes the Certified Value of the Pledged Accounts. The Borrower shall, so long as the Borrower reasonably believes that it would not be in compliance with Section 6.09(a) after excluding the Pledged Accounts from the Collateral for purposes of determining the Borrowing Base, mark-to-market all Eligible Accounts on a weekly basis on a Business Day (each date of such adjustment, a “ Markdown Date ”). The Borrower shall be responsible for all reasonable out-of-pocket costs and expenses actually incurred by the Field Auditor in connection with any Field Audit for which reasonably detailed invoices have been presented to the Borrower.

Section 5.08. [Intentionally Omitted]

Section 5.09. Citizenship; Collateral Requirements . The Borrower will:

(1) maintain at all times its status as an “air carrier” within the meaning of Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49;

(2) be a United States Citizen;

(3) maintain at all times its status at the FAA as an “air carrier” and hold an air carrier operating certificate under Section 44705 of Title 49 and operations specifications issued by the FAA pursuant to Parts 119 and 121 of Title 14 as currently in effect or as may be amended or recodified from time to time; and

(4) if Eligible Spare Parts are included in the Collateral at any time, take or cause to be taken such actions to ensure that at all times the Pledged Spare Parts include all Spare Parts and Appliances then owned by the Borrower and its Subsidiaries (subject to the provisions of the Spare Parts Security Agreement).

Section 5.10. Collateral Ownership .

Subject to the provisions described (including the actions permitted) under Sections 6.04 and 6.10 hereof, each Grantor will continue to maintain its interest in and right to use all property and assets so long as such property and assets constitute Collateral, except as provided in Section 5.09.

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Section 5.11. Insurance . The Borrower shall:

(1) keep all Collateral (other than the Mortgaged Collateral, as to which only the insurance provisions of the Aircraft and Spare Engine Mortgage and each Other Aircraft Mortgage shall be applicable, and Pledged Spare Parts, as to which only the insurance provisions of the applicable Collateral Document shall be applicable) that is tangible property insured at all times, against such risks, including risks insured against by extended coverage, as is prudent and customary with U.S.-based companies of the same or similar size in the same or similar businesses;

(2) maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of the tangible Collateral (other than the Mortgaged Collateral, as to which only the insurance provisions of the Aircraft and Spare Engine Mortgage and each Other Aircraft Mortgage shall be applicable, and Pledged Spare Parts, as to which only the insurance provisions of the applicable Collateral Document shall be applicable) owned, occupied or controlled by the Borrower, in such amounts and with such deductibles as are prudent and customary with U.S.-based companies of the same or similar size in the same or similar businesses and in the same geographic area;

(3) maintain such other insurance or self insurance as may be required by law; and

(4) maintain business interruption insurance in amounts and on terms as are customary in the U.S. domestic airline industry for major U.S. air carriers having both substantial domestic and international operations.

Section 5.12. Additional Guarantors; Grantors; Collateral .

(a) If the Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date, then the Parent will promptly cause such Domestic Subsidiary to become a party to the Guarantee contained in Section 9 hereof by executing an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit A; provided , that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Obligations.

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(b) If the Parent or any of its Restricted Subsidiaries desires or is required pursuant to the terms of this Agreement to add Additional Collateral after the Closing Date, the Parent shall, in each case at its own expense, (A) cause any such Restricted Subsidiary to become a party to the Guarantee contained in Section 9 hereof (to the extent such Restricted Subsidiary is not already a party thereto) and cause any such Grantor to become a party to each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a first priority Lien (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties applicable to such Additional Collateral, by executing and delivering to the Administrative Agent an Instrument of Assumption and Joinder substantially in the form attached hereto as Exhibit A and/or joinders to all applicable Collateral Documents or pursuant to new Collateral Documents, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent (it being understood that (i) in the case of Additional Collateral consisting of Section 1110 Eligible Aircraft or Eligible Engines, the applicable Collateral Documents shall be the Aircraft and Spare Engine Mortgage, (ii) in the case of Additional Collateral consisting of Eligible Spare Parts, the applicable Collateral Documents shall be the Spare Parts Security Agreement, (iii) in the case of Additional Collateral consisting of Eligible Account or Ground Support Equipment, the applicable Collateral Documents shall be the Security Agreement (iv) in the case of Additional Collateral consisting of Other Eligible Aircraft, the applicable Collateral Documents shall be the Other Aircraft Mortgage under which a Lien is being granted on such Other Eligible Aircraft, and (v) in the case of any other Additional Collateral of a type that has not been theretofore included in the Collateral, such Additional Collateral may be subject to such additional terms and conditions as may be customarily required by lenders in similar financings of a similar size for similarly situated borrowers secured by the same type of Collateral, as agreed by the Borrower and the Administrative Agent in their reasonable discretion), (B) promptly execute and deliver (or cause such Restricted Subsidiary to execute and deliver) to the Administrative Agent such documents and take such actions to create, grant, establish, preserve and perfect the first priority Liens (subject to Permitted Liens) (including to obtain any release or termination of Liens not permitted under the definition of “Additional Collateral” in Section 1.01 or under Section 6.06 and the filing of UCC financing statements, filings with the FAA and registrations with the International Registry, as applicable) in favor of the Administrative Agent for the benefit of the Secured Parties on such assets of the Parent or such Restricted Subsidiary, as applicable, to secure the Obligations to the extent required under the applicable Collateral Documents or reasonably requested by the Administrative Agent, and to ensure that such Collateral shall be subject to no other Liens other than Permitted Liens, (C) deliver to the Administrative Agent, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to the Parent or such Restricted Subsidiary, as applicable, with respect to the matters described in clauses (A) and (B) hereof, in each case concurrently with (or, with the Administrative Agent’s consent, such consent not to be unreasonably withheld or delayed, promptly after the making of any filings and/or registrations required by clause (B) hereof) the addition of such Collateral and in form and substance reasonably satisfactory to the

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Administrative Agent, (D) deliver to the Administrative Agent such UCC and aircraft registry lien searches as the Administrative Agent may reasonably request, in each case reflecting the absence of Liens (other than Permitted Liens) on such Additional Collateral, and (E) complied with Section 5.07(a) and/or Section 5.07(b), as the case may be, with respect to such Additional Collateral.

Section 5.13. Access to Books and Records .

(a) The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and correct entries in conformity with GAAP are made of all financial dealings and transactions in relation to its business and activities, including, without limitation, an accurate and fair reflection of the transactions and dispositions of the assets of the Borrower and the Guarantors.

(b) The Borrower and the Guarantors will permit, to the extent not prohibited by applicable law, any representatives designated by the Administrative Agent or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to the Borrower and the Guarantors, to visit and inspect the Collateral (other than (i) the Mortgaged Collateral, as to which the provisions of Section 3.03 of the Aircraft and Spare Engine Mortgage and Section 3.03 of each Other Aircraft Mortgage shall apply, (ii) the Pledged Spare Parts, as to which only the inspection provisions of the applicable Collateral Document shall apply and (iii) the Pledged Accounts, as to which the provisions of Section 5.07(b) shall apply) and the properties of the Borrower and the Guarantors, to examine its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested; provided that if an Event of Default has occurred and is continuing, the Borrower and the Guarantors shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together (but not separately).

Section 5.14. Further Assurances . The Borrower and each Guarantor shall execute any and all further documents and instruments, and take all further actions, that may be required or advisable under applicable law, or by the FAA, or that the Administrative Agent may reasonably request, in order to create, grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens and security interests created or intended to be created by the Collateral Documents, to the extent required under this Agreement or the Collateral Documents.

SECTION 6.

NEGATIVE COVENANTS

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From the date hereof and for so long as the Commitments remain in effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the amount of cash then held in the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered pursuant to Section 2.02(j)) or principal of or interest on any Loan or reimbursement of any LC Disbursement is owing (or any other amount that is due and unpaid on the first date that none of the foregoing is in effect, outstanding or owing, respectively, is owing) to any Lender or the Administrative Agent hereunder:

Section 6.01. Restricted Payments .

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i) declare or pay any dividend or make any other payment or distribution on account of the Parent’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than (A) dividends, distributions or payments payable in Qualifying Equity Interests or in the case of preferred stock of the Parent, an increase in the liquidation value thereof and (B) dividends, distributions or payments payable to the Parent or a Restricted Subsidiary of the Parent);

(ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent) any Equity Interests of the Parent or any direct or indirect parent of the Parent;

(iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value (collectively for purposes of this clause (iii), a “purchase”) any Indebtedness of the Borrower or any Guarantor that is contractually subordinated to the Obligations (excluding any intercompany Indebtedness between or among the Parent and any of its Restricted Subsidiaries), except any scheduled payment of interest and any purchase within two years of the Stated Maturity thereof; or

(iv) make any Restricted Investment,

(all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “ Restricted Payments ”),

unless, at the time of and after giving effect to such Restricted Payment:

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(1) no Default or Event of Default has occurred and is continuing;

(2) the Parent would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.03(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent and its Restricted Subsidiaries since the Closing Date (excluding Restricted Payment`s permitted by clauses (2) through (17) of Section 6.01(b) hereof), is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Parent for the period (taken as one accounting period) from September 30, 2013 to the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent since the Closing Date as a contribution to its common equity capital or from the issue or sale of Qualifying Equity Interests (other than Qualifying Equity Interests sold to a Subsidiary of the Parent and excluding Excluded Contributions); plus

(C) 100% of the aggregate net cash proceeds and the Fair Market Value of non-cash consideration received by the Parent or a Restricted Subsidiary of the Parent from the issue or sale of convertible or exchangeable Disqualified Stock of the Parent or a Restricted Subsidiary of the Parent or convertible or exchangeable debt securities of the Parent or a Restricted Subsidiary of the Parent (regardless of when issued or sold) or in connection with the conversion of exchange thereof, in each case that have been converted into or exchanged since the Closing Date for Qualifying Equity Interests (other than Qualifying Equity Interests and convertible or exchangeable Disqualified Stock or debt securities sold to a Subsidiary of the Parent); plus

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(D) to the extent that any Restricted Investment that was made after the Closing Date (other than in reliance on clause (16) of Section 6.01(b)) is (i) sold for cash or otherwise cancelled, liquidated or repaid for cash or (ii) made in an entity that subsequently becomes a Restricted Subsidiary of the Parent, the initial amount of such Restricted Investment (or, if less, the amount of cash received upon repayment or sale); plus

(E) to the extent that any Unrestricted Subsidiary of the Parent designated as such after the Closing Date is redesignated as a Restricted Subsidiary after the Closing Date, the lesser of (i) the Fair Market Value of the Parent’s Restricted Investment in such Subsidiary (made other than in reliance on clause (16) of Section 6.01(b)) as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Closing Date; plus

(F) 100% of any dividends received in cash by the Parent or a Restricted Subsidiary of the Parent after the Closing Date from an Unrestricted Subsidiary of the Parent, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Parent for such period.

(b) The provisions of Section 6. 01(a) hereof will not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Agreement;

(2) the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Parent) of, Qualifying Equity Interests or from the substantially concurrent contribution of common equity capital to the Parent; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will not be considered to be net proceeds of Qualifying Equity Interests for purposes of clause (a)(3)(B) of Section 6.01 hereof and will not be considered to be Excluded Contributions;

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(3) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution), distribution or payment by a Restricted Subsidiary of the Parent to the holders of its Equity Interests on a pro rata basis;

(4) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Borrower or any Guarantor that is contractually subordinated to the Obligations with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(5) the repurchase, redemption, acquisition or retirement for value of any Equity Interests of the Parent or any Restricted Subsidiary of the Parent held by any current or former officer, director, consultant or employee (or their estates or beneficiaries of their estates) of the Parent or any of its Restricted Subsidiaries pursuant to any management equity plan or equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any 12-month period, together with the aggregate amount of Restricted Payments made pursuant to clause (15) of this Section 6.01(b) during such 12-month period, may not exceed $25.0 million; provided further that the Parent or any of its Restricted Subsidiaries may carry over and make in subsequent 12-month periods, in addition to the amounts permitted for such 12-month period, up to $15.0 million of unutilized capacity under this clause (5) attributable to the immediately preceding twelve-month period;

(6) the repurchase of Equity Interests or other securities deemed to occur upon (A) the exercise of stock options, warrants or other securities convertible or exchangeable into Equity Interests or any other securities, to the extent such Equity Interests or other securities represent a portion of the exercise price of those stock options, warrants or other securities convertible or exchangeable into Equity Interests or any other securities or (B) the withholding of a portion of Equity Interests issued to employees and other participants under an equity compensation program of the Parent or its Subsidiaries to cover withholding tax obligations of such persons in respect of such issuance;

(7) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of regularly scheduled or accrued dividends, distributions or payments to holders of any class or series of Disqualified Stock or subordinated debt of the Parent or any preferred stock of any Restricted Subsidiary of the Parent in each case either outstanding on the Closing Date or issued on or after the Closing Date in accordance with Section 6.03 hereof;

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(8) payments of cash, dividends, distributions, advances, common stock or other Restricted Payments by the Parent or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (A) the exercise of options or warrants, (B) the conversion or exchange of Capital Stock of any such Person or (C) the conversion or exchange of Indebtedness or hybrid securities into Capital Stock of any such Person;

(9) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Parent or any Disqualified Stock or preferred stock of any Restricted Subsidiary of the Parent to the extent such dividends are included in the definition of “Fixed Charges” for such Person;

(10) in the event of a Change of Control, and if no Default shall have occurred and be continuing, the payment, purchase, redemption, defeasance or other acquisition or retirement of any subordinated Indebtedness of the Borrower or any Guarantor, in each case, at a purchase price not greater than 101% of the principal amount of such subordinated Indebtedness, plus any accrued and unpaid interest thereon; provided , however , that prior to such payment, purchase, redemption, defeasance or other acquisition or retirement, the Borrower (or a third party to the extent permitted by this Agreement) has made a Change of Control Offer as a result of such change of control and has prepaid the Revolving Loans and discharged Put Exposure in accordance with Section 2.12(g) (it being agreed that the Borrower or any Guarantor may pay, purchase, redeem, defease or otherwise acquire or retire such subordinated Indebtedness even if the purchase price exceeds 101% of the principal amount of such subordinated Indebtedness; provided that the amount paid in excess of 101% of such principal amount is otherwise permitted under the Restricted Payments covenant);

(11) Restricted Payments made with Excluded Contributions;

(12) the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Parent or any of its Restricted Subsidiaries by, any Unrestricted Subsidiary;

(13) the distribution or dividend of assets or Capital Stock of any Person in connection with any full or partial “spin-off” of a Subsidiary or similar transactions; provided that the Parent would, on the date of such distribution after giving pro forma effect thereto as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 6.03(a) hereof; provided , further , that the assets distributed or dividended

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do not include, directly or indirectly, any property or asset that constitutes Collateral;

(14) the distribution or dividend of assets or Capital Stock of any Person in connection with any full or partial “spin-off” of a Subsidiary or similar transactions having an aggregate Fair Market Value not to exceed $300.0 million since the Closing Date; provided that the assets distributed or dividended do not include, directly or indirectly, any property or asset that constitutes Collateral;

(15) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount in any 12-month period, together with the amount paid for all repurchased, redeemed, acquired or retired Equity Interests pursuant to clause (5) of this Section 6.01(b) during such 12-month period, not to exceed $25.0 million, provided that such $25.0 million limitation shall be increased to $225.0 million with respect to any 12-month period if, at the commencement of such 12-month period, the Borrower shall have provided to the Administrative Agent an Officer’s Certificate demonstrating that, on a pro forma basis, giving effect to the Borrower’s regularly prepared business plan for such 12-month period, the Borrower’s Liquidity during such 12-month period after making Restricted Payments of $225.0 million during such 12-month period would not be less than $400.0 million;

(16) so long as no Default or Event of Default has occurred and is continuing, the Parent and its Restricted Subsidiaries can make any Restricted Investment; and

(17) the payment of any amounts in respect of any restricted stock units or other instruments or rights whose value is based in whole or in part on the value of any Equity Interests issued to any directors, officers or employees of the Parent or any Restricted Subsidiary of the Parent.

In the case of any Restricted Payment that is not cash, the amount of such non-cash Restricted Payment will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent or such Restricted Subsidiary of the Parent, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 6.01 will be determined by an Officer of the Parent and, if greater than $10.0 million, set forth in an officer’s certificate of the Parent delivered to the Administrative Agent.

For purposes of determining compliance with this Section 6.01, if a proposed Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) through (17) of subparagraph (b) of this Section 6.01, or is

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entitled to be made pursuant to subparagraph (a) of this Section 6.01, the Parent will be entitled to classify on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this Section 6.01.

For the avoidance of doubt, the payment on or with respect to, or purchase, redemption, defeasance or other acquisition or retirement for value of any Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower that is not contractually subordinated to the Obligations shall not constitute Restricted Payments and therefore will not be subject to any of the restrictions described in this Section 6.01.

Notwithstanding anything in this Agreement to the contrary, if a Restricted Payment is made at a time when a Default has occurred and is continuing and such Default is subsequently cured, the Default or Event of Default arising from the making of such Restricted Payment during the existence of such Default shall simultaneously be deemed cured.

Section 6.02. Restrictions on Ability of Restricted Subsidiaries to Pay Dividends and Make Certain Other Payments .

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any such Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Parent or any of its Restricted Subsidiaries or with respect to any other interest or participation in the profits of such Restricted Subsidiary, or measured by the profits of such Restricted Subsidiary;

(2) pay any indebtedness owed to the Parent or any of its Restricted Subsidiaries;

(3) make loans or advances to the Parent or any of its Restricted Subsidiaries; or

(4) sell, lease or transfer any of its properties or assets to the Parent or any of its Restricted Subsidiaries.

(b) The restrictions in Section 6.02(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements (A) governing Existing Indebtedness, Credit Facilities and any other obligations, in each case as in effect on (or required by agreements in effect on) the Closing Date or (B) in effect on the Closing Date;

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(2) this Agreement and the Collateral Documents;

(3) agreements governing other Indebtedness or shares of preferred stock permitted to be incurred or issued under the provisions of Section 6.03 hereof; provided, that if such Restricted Subsidiary incurring or issuing such Indebtedness or shares of preferred stock is not a Guarantor, the restrictions therein are either (in each case, as determined in good faith by a senior financial officer of the Parent) (A) not materially more restrictive, taken as a whole, than those contained in this Agreement or (B)(i) customary for instruments of such type and (ii) will not materially adversely impact the ability of the Borrower to make required principal and interest payments on the Loans or any reimbursement obligation with respect to LC Disbursements;

(4) applicable law, rule, regulation or order;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent or any of its Restricted Subsidiaries (including by way of merger, consolidation or amalgamation of the Parent or any of its Restricted Subsidiaries) as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Agreement to be incurred;

(6) customary provisions in contracts, licenses, leases and asset sale agreements entered into in the ordinary course of business;

(7) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property (or proceeds thereof) purchased or leased of the nature described in clause (4) of Section 6.02(a) hereof;

(8) any contract or agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions, asset sales or loans by that Restricted Subsidiary pending its sale or other disposition;

(9) Permitted Refinancing Indebtedness; provided that such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of a senior financial officer of the Parent, taken together as a whole, not materially more restrictive

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with respect to such dividend and other payment restrictions than those contained in (A) the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing or (B) this Agreement;

(10) Permitted Liens and Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) provisions limiting the disposition or distribution of assets or property or loans or advances in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment), which limitation is applicable only to the assets or the joint venture entity, as applicable, that are the subject of such agreements or otherwise in the ordinary course of business;

(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(13) any instrument or agreement entered into in connection with any full or partial “spin-off” or similar transactions;

(14) any encumbrance or restriction of the type referred to in clauses (1), (2), (3) and (4) of Section 6.02(a) imposed by any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (13) of this Section 6.02(b); provided that such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of a senior financial officer of the Parent, taken together as a whole, not materially more restrictive with respect to such dividend and other payment restrictions than those contained in (A) the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, extension, increase, supplement, refunding, replacement or refinancing or (B) this Agreement; and

(15) any encumbrance or restriction existing under or by reason of Indebtedness or other contractual requirements of a Receivables Subsidiary or any Standard Securitization Undertaking, in each case, in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary.

Section 6.03. Incurrence of Indebtedness and Issuance of Preferred Stock .

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(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness (including Acquired Debt), and the Parent will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided , however , that the Parent may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Parent’s Fixed Charge Coverage Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 1.1:1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

(b) The provisions of Section 6.03(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):

(1) Indebtedness incurred under the Loan Documents and any Permitted Refinancing Indebtedness that is incurred to renew, refund, refinance, replace, defease, extend or discharge any other Indebtedness incurred pursuant to this clause (1);

(2) the incurrence by the Parent and its Restricted Subsidiaries of the Existing Indebtedness and any Indebtedness that is incurred pursuant to or in lieu of a commitment in existence as of the Closing Date;

(3) the incurrence by the Borrower or any Guarantor of (A) Indebtedness and letters of credit (and reimbursement obligations with respect thereto) under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (3) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed $300.0 million and (B) Indebtedness and letters of credit (and reimbursement obligations with respect thereto) under Credit Facilities secured on a junior priority basis by some or all of the collateral securing Indebtedness under Credit Facilities contemplated by clause (A) of this clause (3) in an aggregate principal amount at any one time outstanding under this clause (3)(B) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent and its Restricted Subsidiaries thereunder) not to exceed $300.0 million; provided that no Indebtedness or letters of credit incurred pursuant to this clause (3) is secured by a Lien on any property or asset that constitutes Collateral;

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(4) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness represented by, or incurred in connection with, Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing (or reimbursing the Parent or any of its Restricted Subsidiaries for) all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment (including without limitation airport, maintenance, training and office facilities, ground support equipment and tooling) used in the business of the Parent or any of its Restricted Subsidiaries; provided that no Indebtedness incurred pursuant to this clause (4) is secured by a Lien on any property or asset that constitutes Collateral;

(5) the incurrence by the Parent or any of its Restricted Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, extend, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 6.03(a) or clauses (2), (4), (6), (13), (21), (24) or (25) of this Section 6.03(b) and (B) Permitted Refinancing Indebtedness secured by aircraft, airframes, engines, spare parts, flight simulators, flight training devices or other assets replacing, renewing, refunding, extending, refinancing, defeasing or discharging any other Indebtedness of the Parent or any of its Restricted Subsidiaries that was secured by aircraft, airframes, engines, spare parts, flight simulators, flight training devices or other assets;

(6) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness, Disqualified Stock or preferred stock (including Acquired Debt) (A) as part of, or to finance, the acquisition (including by way of merger) of any Permitted Business, (B) incurred in connection with, or as a result of, the merger, consolidation or amalgamation of any Person that owns a Permitted Business with or into the Parent or a Restricted Subsidiary of the Parent, or into which the Parent or a Restricted Subsidiary of the Parent is merged, consolidated or amalgamated, or (C) that is an outstanding obligation of a Person that owns a Permitted Business at the time that such Person is acquired by the Parent or a Restricted Subsidiary of the Parent and becomes a Restricted Subsidiary of the Parent;

(7) the incurrence by the Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent and/or any of its Restricted Subsidiaries; provided , however , that:

(A) if the Borrower or any Guarantor is the obligor on such Indebtedness and the payee is not the Borrower or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior

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payment in full in cash of all Obligations then due, in the case of the Borrower, or all Guaranteed Obligations then due, in the case of a Guarantor; and

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary of the Parent and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent or a Restricted Subsidiary of the Parent, will be deemed, in each case under this clause (B), to constitute an incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8) the issuance by any Restricted Subsidiaries of the Parent to the Parent or to any of its Restricted Subsidiaries of shares of preferred stock; provided , however , that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent or a Restricted Subsidiary of the Parent; and

(B) any sale or other transfer of any such preferred stock to a Person that is not either the Parent or a Restricted Subsidiary of the Parent,

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (8);

(9) the incurrence by the Parent or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business;

(10) the guarantee by the Parent or any Restricted Subsidiary of the Parent of Indebtedness of the Parent or a Restricted Subsidiary of the Parent to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this Section 6.03; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans, then such guarantee must be subordinated or pari passu , as applicable, to the same extent as the Indebtedness guaranteed;

(11) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness or reimbursement obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds and surety bonds in the ordinary course of business (including without limitation in

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respect of customs obligations, landing fees, taxes, airport charges, overfly rights and any other obligations to airport and governmental authorities);

(12) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds;

(13) Indebtedness (A) constituting credit support or financing from aircraft or engine manufacturers or their affiliates or (B) incurred to finance the acquisition of aircraft, airframes, engines, spare parts, flight simulators, flight training devices, QEC Kits or other operating assets; provided that no Indebtedness may be incurred in reliance on subsection (B) of this clause (13) more than 24 months after such acquisition; provided , further , that no such Indebtedness incurred in reliance on this clause (13) may be secured by a Lien on any property or asset that constitutes Collateral;

(14) Indebtedness issued to current or former directors, consultants, managers, officers and employees and their spouses or estates (a) to purchase or redeem Capital Stock of the Parent issued to such director, consultant, manager, officer or employee in an aggregate principal amount not to exceed $8.0 million in any 12-month period or (b) pursuant to any deferred compensation plan approved by the Board of Directors of the Parent;

(15) reimbursement obligations in respect of standby or documentary letters of credit or banker’s acceptances that are not secured by Liens on any property or asset that constitutes Collateral;

(16) surety and appeal bonds that are not secured by Liens on any property or asset that constitutes Collateral and that do not secure judgments that constitute an Event of Default;

(17) Indebtedness of the Parent or any of its Restricted Subsidiaries to credit card processors in connection with credit card processing services incurred in the ordinary course of business of the Parent and its Restricted Subsidiaries;

(18) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Parent or to any other Restricted Subsidiary of the Parent or their assets (other than such Receivables Subsidiary and its assets and, as to the Parent or any other Restricted Subsidiary of the Parent, other than Standard Securitization Undertakings) and is not guaranteed by any such Person;

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(19) the incurrence of Indebtedness of the Parent or any of its Restricted Subsidiaries owed to one or more Persons in connection with the financing of insurance premiums in the ordinary course of business;

(20) [Reserved]

(21) the incurrence by the Borrower or any Guarantor of Indebtedness and letters of credit (and reimbursement obligations with respect thereto) secured by a Lien on the Collateral that is junior to the Liens securing the Obligations, and Permitted Refinancing Indebtedness that is incurred to renew, refund, refinance, replace, defease, extend or discharge any other Indebtedness incurred pursuant to this clause (21), in an aggregate principal amount at any one time outstanding under this clause (21) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and any Guarantor thereunder and including all other Junior Secured Debt that will be outstanding after such incurrence and the application of the proceeds therefrom), not to exceed the Junior Lien Cap;

(22) Indebtedness arising from agreements of the Parent or any of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Parent or any of its Restricted Subsidiaries in connection with such disposition;

(23) Indebtedness of the Parent or any of its Restricted Subsidiaries consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business and consistent with past practices of the Parent or the applicable Restricted Subsidiary of the Parent;

(24) the incurrence by the Parent or any of its Restricted Subsidiaries of additional Indebtedness that is either (A) unsecured and expressly contractually subordinated to the prior payment in full in cash of all Obligations and Guaranteed Obligations on terms not materially less favorable to the Lenders than those customary at the time of incurrence (determined in good faith by a senior financial officer of the Parent) for senior subordinated “high yield” debt securities or (B) unsecured, pari passu with all Obligations and Guaranteed Obligations and convertible into common stock of the Parent; provided that the aggregate principal amount of Indebtedness incurred pursuant to clauses (A) and

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(B) together, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, extend, defease or discharge any Indebtedness incurred pursuant to this clause (24), does not exceed $500.0 million at any time outstanding; and

(25) the incurrence by the Parent or any of its Restricted Subsidiaries of additional Indebtedness that is not secured by a Lien on any property or asset that constitutes Collateral in an aggregate principal amount (or accreted value, as applicable), including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, extend, defease or discharge any Indebtedness incurred pursuant to this clause (25), not to exceed $300.0 million, at any time outstanding.

For purposes of determining compliance with this Section 6.03, if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (25) of Section 6.03(b) hereof or is entitled to be incurred pursuant to Section 6.03(a) hereof, the Parent will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 6.03; provided that (A) all Junior Secured Debt will at all times be deemed to have been incurred in reliance on the exception provided by clause (21) of the definition of “Permitted Debt” and (B) the term “Existing Indebtedness” will not include any Indebtedness that is permitted to be incurred under clauses (1) or (3) of this Section 6.03(b).

None of the following will constitute an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 6.03:

(1) the accrual of interest or preferred stock dividends;

(2) the accretion or amortization of original issue discount;

(3) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms;

(4) the reclassification of preferred stock as Indebtedness due to a change in accounting principles; and

(5) the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred.

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Notwithstanding any other provision of this Section 6.03, the maximum amount of Indebtedness that the Parent or any of its Restricted Subsidiaries may incur pursuant to this Section 6.03 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness as of such date, in the case of any Indebtedness issued with original issue discount;

(2) the principal amount of the Indebtedness as of such date, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets as of such date; and

(B) the amount of the Indebtedness of the other Person as of such date.

Section 6.04. Disposition of Collateral . Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted (i) in the case of a Permitted Disposition or (ii) provided that upon consummation of any such sale or other Disposition (A) no Event of Default shall have occurred and be continuing and (B) the Collateral Coverage Ratio is no less than 1.0 to 1.0 after giving effect to such sale or other Disposition (including any deposit of any Net Proceeds received upon consummation thereof in the Collateral Proceeds Account subject to an Account Control Agreement and any concurrent pledge of Additional Collateral, if any); provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral referred to in clause (d) of the definition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release an such Collateral pursuant to Section 6.09(c)).

Section 6.05. Transactions with Affiliates .

(a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the

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benefit of, any Affiliate of the Parent (each an “ Affiliate Transaction ”) involving aggregate payments or consideration in excess of $35.0 million, unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to the Parent or the relevant Restricted Subsidiary (taking into account all effects the Parent or such Restricted Subsidiary expects to result from such transaction whether tangible or intangible) than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person; and

(2) the Parent delivers to the Administrative Agent:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $75.0 million, an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 6.05(a); and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $150.0 million, an opinion as to the fairness to the Parent or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 6.05(a) hereof:

(1) any employment agreement, confidentiality agreement, non-competition agreement, incentive plan, employee stock option agreement, long-term incentive plan, profit sharing plan, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Parent and/or its Restricted Subsidiaries (including without limitation in connection with any full or partial “spin-off” or similar transactions);

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because the Parent owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

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(4) payment of fees, reimbursements of expenses (pursuant to indemnity arrangements or otherwise) and reasonable and customary indemnities provided to or on behalf of officers, directors, employees or consultants of the Parent or any of its Restricted Subsidiaries;

(5) any issuance of Qualifying Equity Interests to Affiliates of the Parent;

(6) transactions with customers, clients, suppliers or purchasers or sellers of goods or services in the ordinary course of business or transactions with joint ventures, alliances, alliance members or Unrestricted Subsidiaries entered into in the ordinary course of business;

(7) Permitted Investments and Restricted Payments that do not violate Section 6.01 hereof;

(8) loans or advances to employees in the ordinary course of business not to exceed $20.0 million in the aggregate at any one time outstanding;

(9) transactions pursuant to agreements or arrangements in effect on the Closing Date or any amendment, modification or supplement thereto or replacement thereof and any payments made or performance under any agreement as in effect on the Closing Date or any amendment, replacement, extension or renewal thereof (so long as such agreement as so amended, replaced, extended or renewed is not materially less advantageous, taken as a whole, to the Lenders than the original agreement as in effect on the Closing Date);

(10) transactions between or among the Parent and/or its Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;

(11) any transaction effected as part of a Qualified Receivables Transaction; and

(12) any purchase by the Parent’s Affiliates of Indebtedness of the Parent or any of its Restricted Subsidiaries, the majority of which Indebtedness is offered to Persons who are not Affiliates of the Parent.

Section 6.06. Liens . The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any property or asset that constitutes Collateral, except Permitted Liens.

Section 6.07. Business Activities . The Parent will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to

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such extent as would not be material to the Parent and its Restricted Subsidiaries taken as a whole.

Section 6.08. Liquidity . The Borrower will not permit the aggregate amount of Liquidity to be less than $300,000,000 at any time following the Closing Date.

Section 6.09. Collateral Coverage Ratio .

(a) The Parent will not permit at any time following the Closing Date the Collateral Coverage Ratio to be less than 1.0 to 1.0; provided , that if, (A) upon delivery of an Appraisal, pursuant to Section 5.07(a) or otherwise pursuant to this Agreement (except pursuant to Section 5.07(a)(2) or 5.07(a)(3) or any Appraisal delivered to the Administrative Agent in connection with the designation of Additional Collateral solely to evidence compliance with the requirements of this Section 6.09(a)) and (B) solely with respect to determining compliance with this Section as a result thereof, it is determined that the Parent shall not be in compliance with this Section 6.09(a), the Parent shall, within forty-five (45) days of the date of such Appraisal (or, in the case of an Appraisal required under Section 5.07(a)(1), not delivered by the deadline thereunder, the date such Appraisal was due thereunder) designate Additional Collateral as additional Eligible Collateral and comply with Section 5.12 and/or prepay or cause to be prepaid the Loans in accordance with Section 2.12(b), collectively, in an amount sufficient to enable the Parent to comply with this Section 6.09(a).

(b) Notwithstanding anything to the contrary contained herein, if the Parent shall fail at any time to be in compliance with this Section 6.09 solely as a result of damage to or loss of any Collateral covered by insurance (pursuant to which the Administrative Agent is named as loss payee and with respect to which payments are to be delivered directly to the Administrative Agent) for which the insurer thereof has been notified of the relevant claim and has not challenged such coverage, any calculation made pursuant to this Section 6.09 shall deem the relevant Grantor to have received Net Proceeds (and to have taken all steps necessary to have pledged such Net Proceeds as Additional Collateral) in an amount equal to the expected coverage amount (as determined by the Parent in good faith and updated from time to time to reflect any agreements reached with the applicable insurer) and net of any amounts required to be paid out of such proceeds and secured by a Lien until the earliest of (i) the date any such Net Proceeds are actually received by the Administrative Agent, (ii) the date that is 270 days after such damage and (iii) the date on which any such insurer denies such claim; provided that, prior to giving effect to this clause (b), (x) the aggregate Appraised Value of all the Appraised Collateral plus (y) the aggregate Certified Value of all of the Pledged Accounts plus (z) the Pledged Cash and Cash Equivalents, shall be no less than 150% of the Total Obligations. It is understood and agreed that if the Administrative Agent should receive any Net Proceeds directly from the insurer in respect of a Recovery Event and at the time of such receipt, (A) no Event of Default shall have occurred and be continuing and the Parent is in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Administrative Agent shall promptly cause such proceeds

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to be paid to the Parent or the applicable Grantor and (B) an Event of Default shall have occurred and be continuing or the Parent fails to be in compliance with Section 6.09(a) (without giving effect to the receipt of such Net Proceeds), the Administrative Agent shall promptly cause such proceeds to be deposited into the Collateral Proceeds Account maintained for such purpose with the Administrative Agent that is subject to an Account Control Agreement and such proceeds shall be applied or released from such account in accordance with Section 2.12(a).

(c) At the Parent’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) included in the Collateral will be promptly released, provided , in each case, that the following conditions are satisfied or waived: (A) no Event of Default shall have occurred and be continuing, (B) either (x) after giving effect to such release, the Collateral Coverage Ratio is not less than 1.0 to 1.0 or (y) the Parent shall prepay or cause to be prepaid the Loans and/or shall designate Additional Collateral and comply with Section 5.12, collectively, in an amount necessary to cause the Collateral Coverage Ratio to not be less than 1.0 to 1.0, and (C) the Parent shall deliver an Officer’s Certificate demonstrating compliance with this Section 6.09(c) following such release. In connection herewith, the Administrative Agent agrees to promptly provide any documents or releases reasonably requested by the Parent to evidence such release

(d) If the Borrower has pledged cash as Additional Collateral at any time in order to comply with Section 6.09(a) and any of such cash remains pledged as Collateral for a period of twelve (12) months or longer, such remaining pledged cash may be applied by the Administrative Agent to prepay the Loans in accordance with Section 2.12(b), in each case up to an amount sufficient to enable the Parent to comply with Section 6.09(a).

Section 6.10. Merger, Consolidation, or Sale of Assets .

(a) Neither the Parent nor the Borrower (whichever is applicable, the “ Subject Company ”) shall directly or indirectly: (i) consolidate or merge with or into another Person (whether or not such surviving Subject Company is the surviving corporation) or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Subject Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either:

(A) the Subject Company is the surviving corporation; or

(B) the Person formed by or surviving any such consolidation or merger (if other than the Subject Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state

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of the United States or the District of Columbia; and, if such entity is not a corporation, a co-obligor of the Loans is a corporation organized or existing under any such laws;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Subject Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Subject Company under the Loan Documents pursuant to agreements reasonably satisfactory to the Administrative Agent;

(3) immediately after such transaction, no Event of Default exists; and

(4) the Subject Company shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or transfer complies with this Agreement.

In addition, a Subject Company will not, directly or indirectly, lease all or substantially all of the properties and assets of such Subject Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

(b) Section 6.10(a) will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Parent and/or its Restricted Subsidiaries. Clauses (3) and (4) of Section 6.10(a) will not apply to the Airline/Parent Merger.

(c) Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of any Subject Company in a transaction that is subject to, and that complies with the provisions of, Section 6.10(a), the successor Person formed by such consolidation or into or with which such Subject Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to such Subject Company shall refer instead to the successor Person and not to such Subject Company), and may exercise every right and power of such Subject Company under this Agreement with the same effect as if such successor Person had been named as such Subject Company herein; provided , however , that the predecessor Subject Company, if applicable, shall not be relieved from the obligation to pay the principal of, and interest, if any, on the Loan except in the case of a sale of all of such Subject Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 6.10(a) hereof.

Section 6.11. Use of Proceeds . Parent will not use, and will not permit any of its Subsidiaries to use, the proceeds of any Borrowing or any Letter of Credit (A) in violation of any

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Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country (except to the extent permitted by applicable law), or (C) in any manner that would result in the violation of any Sanctions applicable to Parent or any of its Subsidiaries.

SECTION 7.

EVENTS OF DEFAULT

Section 7.01. Events of Default . In the case of the happening of any of the following events and the continuance thereof beyond the applicable grace period if any (each, an “ Event of Default ”):

(a) any representation or warranty made by the Borrower or any Guarantor in this Agreement or in any other Loan Document shall prove to have been false or incorrect in any material respect when made; or

(b) default shall be made in the payment of (i) any principal of the Loans or reimbursement obligations or cash collateralization in respect of Letters of Credit, when and as the same shall become due and payable; (ii) any interest on the Loans and such default shall continue unremedied for more than five (5) Business Days; or (iii) any other amount payable hereunder when due and such default shall continue unremedied for more than ten (10) Business Days after receipt of written notice by the Borrower from the Administrative Agent of the default in making such payment when due; or

(d) default shall be made by the Borrower, the Parent or any Restricted Subsidiary of the Parent in the due observance or performance of any other covenant, condition or agreement to be observed or performed by it pursuant to the terms of this Agreement or any of the other Loan Documents and such default shall continue unremedied for more than sixty (60) days after receipt of written notice by the Borrower from the Administrative Agent of such default; or

(e) (A) any material provision of any Loan Document to which the Borrower or a Guarantor is a party ceases to be a valid and binding obligation of the Borrower or such Guarantor, or the Borrower or any of the Guarantors shall so assert in any pleading filed in any court or (B) the Lien on any material portion of the Collateral intended to be created by the Loan Documents shall cease to be or shall not be a valid and perfected Lien having the priorities contemplated hereby or thereby (subject to Permitted Liens and except as permitted by the terms of this Agreement or the Collateral Documents or other than as a result of the action, delay or

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inaction of the Administrative Agent) for a period of fifteen (15) consecutive days after the Borrower receives written notice thereof from the Administrative Agent; or;

(f) The Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(1) commences a voluntary case,

(2) consents to the entry of an order for relief against it in an involuntary case,

(3) consents to the appointment of a custodian of it or for all or substantially all of its property,

(4) makes a general assignment for the benefit of its creditors, or

(5) admits in writing its inability generally to pay its debts; or

(g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(1) is for relief against the Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(2) appoints a custodian of the Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary; or

(3) orders the liquidation of the Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries of the Parent that, taken together, would constitute a Significant Subsidiary;

and in each case the order or decree remains unstayed and in effect for sixty (60) consecutive days; or

(h) failure by the Parent, the Borrower or any of the Parent’s Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25,000,000 (determined net of amounts covered by insurance policies

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issued by creditworthy insurance companies (and as to which the applicable insurance company has not denied coverage) or by third party indemnities or a combination thereof), which judgments are not paid, discharged, bonded, satisfied or stayed for a period of sixty (60) days; or

(i) (1) the Borrower or any Guarantor shall default in the performance of any obligation relating to Material Indebtedness and any applicable grace periods shall have expired and any applicable notice requirements shall have been complied with, and as a result of such default the holder or holders of such Material Indebtedness or any trustee or agent on behalf of such holder or holders shall be permitted to cause such Material Indebtedness to become due prior to its scheduled final maturity date, and such ability to cause such Material Indebtedness to become due shall be continuing for a period of more than 60 consecutive days, (2) the Borrower or any Guarantor shall default in the performance of any obligation relating to any Indebtedness of the Borrower or a Guarantor (other than the Loans and obligations relating to Letters of Credit) outstanding under one or more agreements of the Borrower or a Guarantor that results in such Indebtedness coming due prior to its scheduled final maturity date in an aggregate principal amount at any single time unpaid exceeding $100,000,000 or (3) the Borrower or any Guarantor shall default in the payment of the outstanding principal amount due on the scheduled final maturity date of any Indebtedness outstanding under one or more agreements of the Borrower or a Guarantor, any applicable grace periods shall have expired and any applicable notice requirements shall have been complied with and such failure to make payment when due shall be continuing for a period of more than five (5) consecutive Business Days following the applicable scheduled final maturity date thereunder, in an aggregate principal amount at any single time unpaid exceeding $100,000,000.

then, and in every such event and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders, the Administrative Agent shall, by written notice to the Borrower, take one or more of the following actions, at the same or different times:

(i) terminate forthwith the Commitments;

(ii) declare the Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the principal of the Loans and other Obligations (other than Designated Hedging Obligations) together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower and the Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding;

(iii) require the Borrower and the Guarantors promptly upon written demand to deposit in the Letter of Credit Account Cash Collateralization for the LC

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Exposure (and to the extent the Borrower and the Guarantors shall fail to furnish such funds as demanded by the Administrative Agent, the Administrative Agent shall be authorized to debit the accounts of the Borrower and the Guarantors (other than Escrow Accounts, Payroll Accounts or other accounts held in trust for an identified beneficiary) maintained with the Administrative Agent in such amounts);

(iv) set-off amounts in the Letter of Credit Account or any other accounts (other than Escrow Accounts, Payroll Accounts or other accounts held in trust for an identified beneficiary) maintained with the Administrative Agent (or any of its affiliates) and apply such amounts to the obligations of the Borrower and the Guarantors hereunder and in the other Loan Documents; and

(v) exercise any and all remedies under the Loan Documents and under applicable law available to the Administrative Agent and the Lenders.

In case of any event with respect to the Parent, the Borrower, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary described in clause (f) or (g) of this Section 7.01, the actions and events described in clauses (i), (ii) and (iii) above shall be required or taken automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Any payment received as a result of the exercise of remedies hereunder shall be applied in accordance with Section 2.17(b).

SECTION 8.

THE AGENTS

Section 8.01. Administration by Agents .

(a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

(b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent, in its sole discretion:

(i) in connection with the sale or other disposition of any asset that is part of the Collateral of the Borrower or any other Grantor, as the case may be, to the extent permitted by the terms of this Agreement, to release a Lien granted to the Administrative Agent, for the benefit of the Secured Parties, on such asset;

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(ii) to determine that the cost to the Borrower or any other Grantor, as the case may be, is disproportionate to the benefit to be realized by the Secured Parties by perfecting a Lien in a given asset or group of assets included in the Collateral and that the Borrower or such other Grantor, as the case may be, should not be required to perfect such Lien in favor of the Administrative Agent, for the benefit of the Secured Parties;

(iii) to enter into the other Loan Documents on terms acceptable to the Administrative Agent and to perform its respective obligations thereunder;

(iv) to execute any documents or instruments necessary to release any Guarantor from the guarantees provided herein pursuant to Section 9.05;

(v) to enter into intercreditor and/or subordination agreements in accordance with Sections 6.06 and 10.17 on terms reasonably acceptable to the Administrative Agent and to perform its obligations thereunder and to take such action and to exercise the powers, rights and remedies granted to it thereunder and with respect thereto; and

(vi) to enter into any other agreements reasonably satisfactory to the Administrative Agent granting Liens to the Administrative Agent, for the benefit of the Secured Parties, on any assets of the Borrower or any other Grantor to secure the Obligations.

Section 8.02. Rights of Administrative Agent . Any institution serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Administrative Agent, and such bank and its respective Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower, the Parent or any Subsidiary or other Affiliate of the Parent as if it were not an Administrative Agent hereunder.

Section 8.03. Liability of Agents .

(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08), (iii) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to

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the Borrower, the Parent or any of the Parent’s Subsidiaries that is communicated to or obtained by the institution serving as an Administrative Agent or any of its Affiliates in any capacity and (iv) the Administrative Agent will not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt, any action that may be in violation of the automatic stay under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.08) or in the absence of its own gross negligence, bad faith or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, the Parent or a Lender, and the Administrative Agent shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement, warranty or representation made in or in connection with this Agreement, (B) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (D) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(b) The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower or the Parent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(c) The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through its Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with

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the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 8.04. Reimbursement and Indemnification . Each Lender agrees (a) to reimburse on demand the Administrative Agent for such Lender’s Aggregate Exposure Percentage of any expenses and fees incurred for the benefit of the Lenders under this Agreement and any of the Loan Documents, including, without limitation, counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, and any other expense incurred in connection with the operations or enforcement thereof, not reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the Administrative Agent and any of its Related Parties, on demand, in the amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against it or any of them in any way relating to or arising out of this Agreement or any of the Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as shall result from its gross negligence or willful misconduct as determined in a final and nonappealable judgment by a court of competent jurisdiction).

Section 8.05. Successor Agents . Subject to the appointment and acceptance of a successor agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Lenders and the Borrower. Upon any such resignation by the Administrative Agent, the Required Lenders shall have the right, with the consent (provided no Event of Default or Default has occurred and is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, with the consent (provided no Event of Default or Default has occurred or is continuing) of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Administrative Agent which shall be a bank institution with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as an Administrative Agent.

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Section 8.06. Independent Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 8.07. Advances and Payments .

(a) On the date of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with its Revolving Commitment hereunder. Should the Administrative Agent do so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent, together with interest at the Federal Funds Effective Rate if not so reimbursed on the date due from and including such date but not including the date of reimbursement.

(b) Any amounts received by the Administrative Agent in connection with this Agreement (other than amounts to which the Administrative Agent is entitled pursuant to Sections 2.19, 2.20, 8.04 and 10.04), the application of which is not otherwise provided for in this Agreement, shall be applied in accordance with Section 2.17(b). All amounts to be paid to a Lender by the Administrative Agent shall be credited to that Lender, after collection by the Administrative Agent, in immediately available funds either by wire transfer or deposit in that Lender’s correspondent account with the Administrative Agent, as such Lender and the Administrative Agent shall from time to time agree.

Section 8.08. Sharing of Setoffs . Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Revolving Extensions of Credit as a result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate amount of each Lender’s Revolving Extensions of

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Credit and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the obtaining of such payment was to the amount of all Revolving Extensions of Credit prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan or LC Exposure acquired pursuant to this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender was the original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Section 8.09. Withholding Taxes . To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding tax applicable to such payment. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has paid over to the Internal Revenue Service applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment, without duplication of any indemnification obligations set forth in Section 8.04, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and together with any expenses incurred.

Section 8.10. Appointment by Secured Parties . Each Secured Party that is not a party to this Agreement shall be deemed to have appointed the Administrative Agent as its agent under the Loan Documents in accordance with the terms of this Section 8 and to have acknowledged that the provisions of this Section 8 apply to such Secured Party mutatis mutandis as though it were a party hereto (and any acceptance by such Secured Party of the benefits of this Agreement or any other Loan Document shall be deemed an acknowledgment of the foregoing).

SECTION 9.

GUARANTY

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Section 9.01. Guaranty .

(a) Each of the Guarantors unconditionally, absolutely and irrevocably guarantees the due and punctual payment by the Borrower of the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post filing interest is allowed in such proceeding) (collectively, the “ Guaranteed Obligations ” and the obligations of each Guarantor in respect thereof, its “ Guaranty Obligations ”). Each of the Guarantors further agrees that, to the extent permitted by applicable law, the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and it will remain bound upon this guaranty notwithstanding any extension or renewal of any of the Obligations. The Obligations of the Guarantors shall be joint and several. Each of the Guarantors further agrees that its guaranty hereunder is a primary obligation of such Guarantor and not merely a contract of surety.

(b) To the extent permitted by applicable law, each of the Guarantors waives presentation to, demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent permitted by applicable law, be affected by (i) the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise, acceleration, amendment or modification of any of the terms or provisions of any of the Loan Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent for the Obligations or any of them; (v) the failure of the Administrative Agent or a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or substitution of any Collateral or any other Guarantor.

(c) To the extent permitted by applicable law, each of the Guarantors further agrees that this guaranty constitutes a guaranty of payment when due and not just of collection, and waives any right to require that any resort be had by the Administrative Agent or a Lender to any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or a Lender in favor of the Borrower or any other Guarantor, or to any other Person.

(d) To the extent permitted by applicable law, each of the Guarantors hereby waives any defense that it might have based on a failure to remain informed of the financial condition of the Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to perform under this Agreement.

(e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any

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other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this guaranty (other than payment in full in cash of the Obligations in accordance with the terms of this Agreement (other than those that constitute unasserted contingent indemnification obligations)). Neither the Administrative Agent nor any of the Lenders makes any representation or warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever to any Guarantor in respect of the management and maintenance of the Obligations.

(f) Upon the occurrence of the Obligations becoming due and payable (by acceleration or otherwise), the Lenders shall be entitled to immediate payment of such Obligations by the Guarantors upon written demand by the Administrative Agent.

Section 9.02. No Impairment of Guaranty . To the extent permitted by applicable law, the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation or impairment for any reason, including, without limitation, any claim of waiver, release, surrender, alteration or compromise, other than pursuant to a written agreement in compliance with Section 10.08 and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations. To the extent permitted by applicable law, without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or a Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification of any provision hereof or thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law.

Section 9.03. Continuation and Reinstatement, etc . Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent, the Issuing Lenders, any Lender or any other Secured Party upon the bankruptcy or reorganization of the Borrower or a Guarantor, or otherwise.

Section 9.04. Subrogation . Upon payment by any Guarantor of any sums to the Administrative Agent or a Lender hereunder, all rights of such Guarantor against the Borrower arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior payment in full of all the Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of the Borrower relating to the

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Obligations prior to payment in full of the Obligations, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent and the Lenders to be credited and applied to the Obligations, whether matured or unmatured.

Section 9.05. Discharge of Guaranty .

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor (other than the Parent), by way of merger, consolidation or otherwise, or a sale or other disposition of all Capital Stock of any Guarantor (other than the Parent), in each case to a Person that is not (either before or after giving effect to such transactions) the Parent or a Restricted Subsidiary of the Parent or the merger or consolidation of a Guarantor with or into the Borrower or another Guarantor, in each case, in a transaction permitted under this Agreement, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations.

(b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Agreement, such Guarantor will be automatically released and relieved of any obligations under its Guarantee of the Guaranteed Obligations. In addition, upon the request of the Borrower, the guarantee of any Guarantor that is an Immaterial Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom and (ii) the Borrower shall have delivered a certificate of a Responsible Officer certifying that such Subsidiary is an Immaterial Subsidiary; provided further that a Subsidiary that is considered not to be an Immaterial Subsidiary solely pursuant to clause (1) of the proviso of the definition thereof shall, solely for purposes of this clause (b), be considered an Immaterial Subsidiary so long as any applicable guarantee, pledge or other obligation of such Subsidiary with respect to any Junior Secured Debt shall be irrevocably released and discharged substantially simultaneously with the release of such guarantee hereunder.

(c) The Administrative Agent shall use commercially reasonable efforts to execute and deliver, at the Borrower’s expense, such documents as the Borrower or any Guarantor may reasonably request to evidence the release of the guarantee of such Guarantor provided herein.

SECTION 10.

MISCELLANEOUS

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Section 10.01. Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or under any other Loan Document shall be in writing (including by facsimile), and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower or any Guarantor, to it at Hawaiian Airlines, Inc., 3375 Koapaka Street, Suite G350, Honolulu, HI 96819, Telephone: (808) 835-3610, Facsimile: (808) 840-8369, email: Hoyt.Zia@hawaiianair.com; Attention: Hoyt H. Zia, SVP, General Counsel and Corporate Secretary;

(ii) if to Citibank as Administrative Agent, to it at Citibank, 1615 Brett Road, Ops III, New Castle, DE 19720, Facsimile: (646) 274-5080; email: Global.Loans.Support@Citi.com, Attention: Global Loans Administration;

(iii) if to an Issuing Lender that is a Lender, to it at its address determined pursuant to clause (iv) below or, if to an Issuing Lender that is not a Lender, to it at the address most recently specified by it in notice delivered by it to the Administrative Agent and the Borrower, unless no such notice has been received, in which case to it in care of its Affiliate that is a Lender at its address determined pursuant to clause (iv); and

(iv) if to any other Lender, to it at its address (or telecopy number) set forth in Annex A hereto or, if subsequently delivered, an Assignment and Acceptance.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its reasonable discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 10.02. Successors and Assigns .

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(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void), provided that the foregoing shall not restrict any transaction permitted by Section 6.10, and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.02. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in paragraph (d) of this Section 10.02) and, to the extent expressly contemplated hereby, the Related Parties of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment if the assignee is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long as such assignee is an Eligible Assignee; and

(B) the Borrower; provided that no consent of the Borrower shall be required for an assignment (I) if an Event of Default has occurred and is continuing or (II) if the assignee is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender, in each case so long as such assignee is an Eligible Assignee; provided , further , that the Borrower’s consent will be deemed given with respect to a proposed assignment if no response is received with ten (10) Business Days after having received a written request from such Lender pursuant to this Section 10.02(b).

(ii) Assignments shall be subject to the following additional conditions:

(A) any assignment of any portion of the Total Revolving Commitment, Revolving Loans and LC Exposure shall be made to an Eligible Assignee;

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(B) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans, the amount of such Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, and after giving effect to such assignment, the portion of the Loan or Commitment held by the assigning Lender of the same tranche as the assigned portion of the Loan or Commitment shall not be less than $5,000,000, in each case unless the Borrower and the Administrative Agent otherwise consent; provided that no consent of the Borrower shall be required with respect to such assignment if an Event of Default has occurred and is continuing; provided , further , that any such assignment shall be in increments of $500,000 in excess of the minimum amount described above;

(C) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 for the account of the Administrative Agent; and

(E) the assignee, if it was not a Lender immediately prior to such assignment, shall deliver (i) to the Administrative Agent an administrative questionnaire in a form as the Administrative Agent may require and (ii) any documents required to be delivered pursuant to Section 2.16.

For the purposes of this Section 10.02(b), the term “ Approved Fund ” means with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers or manages such Lender.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 10.02, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Revolving Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an

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Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.16 and 10.04). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.02 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.02.

(iv) The Administrative Agent shall maintain at its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Guarantors, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Lenders and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Notwithstanding anything to the contrary contained herein, no assignment may be made hereunder to any Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (v).

(vi) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment will be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower, Administrative Agent, the Issuing Lender and each other Revolving Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Aggregate Exposure Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder becomes effective under applicable law without compliance with the

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provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed administrative questionnaire in a form as the Administrative Agent may require (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(a), 8.04 or 10.04(d), the Administrative Agent shall have no obligation to accept such Assignment and Acceptance and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(d) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or any Issuing Lender, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lenders and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.08(a) that affects such Participant. Subject to Section 10.02(d)(ii), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.02(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to the requirements of Section 8.08 as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any

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Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under this Agreement or any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, the Borrower, a Guarantor and the Administrative Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.

(ii) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant and shall be subject to the terms of Section 2.18(a). The Lender selling the participation to such Participant shall be subject to the terms of Section 2.18(b) if such Participant requests compensation or additional amounts pursuant to Section 2.14 or 2.16. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless such Participant agrees, for the benefit of the Borrower, to comply with Sections 2.16(f), 2.16(g) and 2.16(h) as though it were a Lender.

(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 10.02 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 10.02, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or any of the Guarantors furnished to such Lender by or on behalf of the Borrower or any of the Guarantors; provided that prior to any such disclosure, each such assignee or participant or proposed assignee or participant provides to the Administrative Agent its agreement in writing to be bound for the benefit of the Borrower by either the provisions of Section 10.03 or other provisions at least as restrictive as Section 10.03.

Section 10.03. Confidentiality . Each Lender agrees to keep any information delivered or made available by the Borrower or any of the Guarantors to it confidential, in accordance with its customary procedures, from anyone other than persons employed or retained by such Lender who are or are expected to become engaged in evaluating, approving, structuring or administering the Loans, and who are advised by such Lender of the confidential nature of

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such information; provided that nothing herein shall prevent any Lender from disclosing such information (a) to any of its Affiliates and their respective agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential) or to any other Lender or any other party hereto, (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority (including any self-regulatory authority), (d) which has been publicly disclosed other than as a result of a disclosure by the Administrative Agent or any Lender which is not permitted by this Agreement, (e) in connection with any litigation to which the Administrative Agent, any Lender, or their respective Affiliates may be a party to the extent reasonably required under applicable rules of discovery, (f) to the extent reasonably required in connection with the exercise of any remedy or enforcement of rights hereunder, (g) to such Lender’s legal counsel and independent auditors, (h) on a confidential basis to any rating agency in connection with rating the Borrower and its Subsidiaries or the Revolving Facility, (i) with the consent of the Borrower, and (j) to any actual or proposed participant or assignee of all or part of its rights hereunder, to any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap or derivative transaction relating to the Borrower and its obligations or to any credit insurance provider relating to the Borrower and its obligations, in each case, subject to the proviso in Section 10.02(f) (with any reference to any assignee or participant set forth in such proviso being deemed to include a reference to such contractual counterparty or credit insurance provider for purposes of this Section 10.03(j)). If any Lender is in any manner requested or required to disclose any of the information delivered or made available to it by the Borrower or any of the Guarantors under clauses (b) or (e) of this Section, such Lender will, to the extent permitted by law, provide the Borrower or such Guarantor with prompt notice, to the extent reasonable, so that the Borrower or such Guarantor may seek, at its sole expense, a protective order or other appropriate remedy or may waive compliance with this Section 10.03.

Section 10.04. Expenses; Indemnity; Damage Waiver .

(a) (i) The Borrower shall pay or reimburse: (A) all reasonable fees and reasonable out-of-pocket expenses of the Administrative Agent (including the reasonable fees, disbursements and other charges of Katten Muchin Rosenman LLP, special counsel to the Administrative Agent) associated with the syndication of the credit facilities provided for herein, and the preparation, execution and delivery of the Loan Documents and any amendments, modifications or waivers of the provisions hereof requested by the Borrower (whether or not the transactions contemplated hereby or thereby shall be consummated); and (B) in connection with any enforcement of the Loan Documents, (i) all fees and out-of-pocket expenses of the Administrative Agent (including the reasonable fees, disbursements and other charges of a single counsel for the Administrative Agent) incurred during the continuance of a Default, (ii) all such fees and expenses of the Administrative Agent and the Lenders (including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent and the Lenders, which

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may be separate counsel) incurred during the continuance of an Event of Default; and (C) all reasonable, documented, out-of-pocket costs, expenses, taxes, assessments and other charges (including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent) incurred by the Administrative Agent in connection with any filing, registration, recording or perfection of any security interest contemplated by any Loan Document or incurred in connection with any release or addition of Collateral after the Closing Date.

(ii) All payments or reimbursements pursuant to the foregoing clause (a)(i) shall be paid within thirty (30) days of written demand together with back-up documentation supporting such reimbursement request.

(b) The Borrower shall indemnify the Administrative Agent, the Issuing Lenders and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding brought by a third party, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto and whether or not any such claim, litigation, investigation or proceeding is brought by the Borrower, its equity holders, its Affiliates, its creditors or any other Person (including any investigating, preparing for or defending any such claims, actions, suits, investigations or proceedings, whether or not in connection with pending or threatened litigation in which such Indemnitee is a party), relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Parent or any of its Subsidiaries, or any Environmental Liability related in any way to, or asserted against, the Parent or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of its related Indemnitees (as defined below), and such Indemnitee shall repay the Borrower the amount of any expenses previously reimbursed by the Borrower in connection with any such loss, claims, damages, expenses or liability to such Indemnitee and, to the extent not repaid by any of them, such Indemnitee’s Related Parties not a party to this Agreement. This Section 10.04(b) shall not apply with respect to Taxes other than Taxes that represent losses or damages arising from any non-Tax claim. For purposes of this Section 10.04(b), a Person shall be considered a

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“related” Indemnitee with respect to an Indemnitee if such Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate.

(c) In case any action or proceeding shall be brought or asserted against an Indemnitee in respect of which indemnity may be sought against the Borrower under the provisions of any Loan Document, such Indemnitee shall promptly notify the Borrower in writing and the Borrower shall, if requested by such Indemnitee or if the Borrower desires to do so, assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnitee but only if (i) no Event of Default shall have occurred and be continuing and (ii) such action or proceeding does not involve any risk of criminal liability or material risk of material civil money penalties being imposed on such Indemnitee. The Borrower shall not enter into any settlement of any such action or proceeding that admits any Indemnitee’s misconduct or negligence. The failure to so notify the Borrower shall not affect any obligations the Borrower may have to such Indemnitee under the Loan Documents or otherwise other than to the extent that the Borrower is materially adversely affected by such failure. The Indemnitees shall have the right to employ separate counsel in such action or proceeding and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitees unless: (i) the Borrower has agreed to pay such fees and expenses, (ii) the Borrower has failed to assume the defense of such action or proceeding and employ counsel reasonably satisfactory to the Indemnitees or (iii) the Indemnitees shall have been advised in writing by counsel that under prevailing ethical standards there may be a conflict between the positions of the Borrower and the Indemnitees in conducting the defense of such action or proceeding or that there may be legal defenses available to the Indemnitees different from or in addition to those available to the Borrower, in which case, if the Indemnitees notify the Borrower in writing that they elect to employ separate counsel at the expense of the Borrower, the Borrower shall not have the right to assume the defense of such action or proceeding on behalf of the Indemnitees; provided , however, that the Borrower shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the reasonable fees and expenses of more than one such firm of separate counsel, in addition to any local counsel. The Borrower shall not be liable for any settlement of any such action or proceeding effected without the written consent of the Borrower (which shall not be unreasonably withheld or delayed).

(d) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section 10.04, each Lender severally agrees to pay to the Administrative Agent, as the case may be, such portion of the unpaid amount equal to such Lender’s Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that

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the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d) To the extent permitted by applicable law, each party hereto shall not assert, and hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof

Section 10.05. Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 10.05(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 10.06. No Waiver . No failure on the part of the Administrative Agent or any of the Lenders to exercise, and no delay in exercising, any right, power or remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof

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or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

Section 10.07. Extension of Maturity . Should any payment of principal of or interest or any other amount due hereunder become due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, in the case of principal, interest shall be payable thereon at the rate herein specified during such extension.

Section 10.08. Amendments, etc .

(a) No modification, amendment or waiver of any provision of this Agreement or any Collateral Document (other than the Account Control Agreements), and no consent to any departure by the Borrower or any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders (or signed by the Administrative Agent with the consent of the Required Lenders), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given; provided , however , that no such modification or amendment shall without the prior written consent of:

(i) each Lender directly and adversely affected thereby (A) increase the Commitment of any Lender or extend the termination date of the Commitment of any Lender (it being understood that a waiver of an Event of Default shall not constitute an increase in or extension of the termination date of the Commitment of a Lender), or (B) reduce the principal amount of any Loan, any reimbursement obligation in respect of any Letter of Credit issued by it, or the rate of interest payable thereon (provided that only the consent of the Required Lenders (or in the case of any such reimbursement obligation, the applicable Issuing Lender) shall be necessary for a waiver of default interest referred to in Section 2.08), or extend any date for the payment of interest or Fees hereunder or reduce any Fees payable hereunder or extend the final maturity of the Borrower’s obligations hereunder or (C) amend, modify or waive any provision of Section 2.17(b); and

(ii) all of the Lenders (A) amend or modify any provision of this Agreement which provides for the unanimous consent or approval of the Lenders or which alters the ratable treatment of Obligations under the Loan Documents, (B) amend this Section 10.08 that has the effect of chang ing the number or percentage of Lenders that must approve any modification, amendment, waiver or consent or modify the percentage of the Lenders required in the definition of Required Lenders, (C) amend the definition of Aggregate Exposure Percentage or (D) release all or substantially all of the Liens granted to the Administrative Agent hereunder or under any other Loan Document (except to the extent contemplated by Section 6.09 on the date hereof or by the

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terms of the Collateral Documents), or release all or substantially all of the Guarantors (except to the extent contemplated by Section 9.05);

provided further , that any Collateral Document may be amended, supplemented or otherwise modified with the consent of the applicable Grantor and the Administrative Agent (i) to add assets (or categories of assets) to the Collateral covered by such Collateral Document, as contemplated by the definition of Additional Collateral set forth in Section 1.01 hereof or (ii) to remove any asset or type or category of asset (including after-acquired assets of that type or category) from the Collateral covered by such Collateral Document to the extent the release thereof is permitted by Section 6.09(c).

(b) No such amendment or modification shall adversely affect the rights and obligations of the Administrative Agent or any Issuing Lender hereunder without its prior written consent.

(c) No notice to or demand on the Borrower or any Guarantor shall entitle the Borrower or any Guarantor to any other or further notice or demand in the same, similar or other circumstances. Each assignee under Section 10.02(b) shall be bound by any amendment, modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment to this Agreement shall be effective against the Borrower or any Guarantor unless signed by the Borrower or such Guarantor, as the case may be.

(d) Notwithstanding anything to the contrary contained in Section 10.08(a), (i) in the event that either the Borrower requests that this Agreement be modified or amended in a manner which would require the unanimous consent of all of the Lenders or the consent of all Lenders directly and adversely affected thereby and, in each case, such modification or amendment is agreed to by the Required Lenders, then the Borrower may replace any non-consenting Lender in accordance with Section 10.02; provided that such amendment or modification can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this clause (i)); and (ii) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five (5) Business Days after written notice thereof to the Lenders.

(e) [Reserved]

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(f) In addition, notwithstanding anything to the contrary contained in Section 10.08(a), this Agreement and, as appropriate, the other Loan Documents, may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

(g) In addition, notwithstanding anything to the contrary contained in Section 7.01 or Section 10.08(a), following the consummation of any Extension pursuant to Section 2.28, no modification, amendment or waiver (including, for the avoidance of doubt, any forbearance agreement entered into with respect to this Agreement) shall limit the right of any non-extending Revolving Lender (each, a “ Non-Extending Lender ”) to enforce its right to receive payment of amounts due and owing to such Non-Extending Lender on the Revolving Maturity Date applicable to the Revolving Commitments of such Non-Extending Lenders without the prior written consent of Non-Extending Lenders that would constitute Required Lenders if the Non-Extending Lenders were the only Lenders hereunder at the time.

(h) It is understood that the amendment provisions of this Section 10.08 shall not apply to extensions of the Revolving Facility Maturity Date or the maturity date of any tranche of Revolving Commitments, in each case, made in accordance with Section 2.28.

Section 10.09. Severability . Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 10.10. Headings . Section headings used herein are for convenience only and are not to affect the construction of or be taken into consideration in interpreting this Agreement.

Section 10.11. Survival . All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Lender or any Lender may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder. The provisions

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of Sections 2.14, 2.15, 2.16 and 10.04 and Section 8 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments, or the termination of this Agreement or any provision hereof.

Section 10.12. Execution in Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes the entire contract among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic .pdf copy shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.13. USA Patriot Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the Patriot Act.

Section 10.14. New Value . It is the intention of the parties hereto that any provision of Collateral by a Grantor as a condition to, or in connection with, the making of any Loan or the issuance of any Letter of Credit hereunder, shall be made as a contemporaneous exchange for new value given by the Lenders or Issuing Lenders, as the case may be, to the Borrower.

Section 10.15. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

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INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

Section 10.16. No Fiduciary Duty . The Administrative Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agree that nothing in the Loan Documents or otherwise related to the Transactions will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other hand. The parties hereto acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower and the Guarantors, on the other hand, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, affiliates, creditors or any other Person. The Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.

Section 10.17. Intercreditor Agreements . Notwithstanding anything to the contrary contained in this Agreement, if at any time the Administrative Agent shall enter into any intercreditor agreement pursuant to and as permitted by the terms of this Agreement and that is reasonably acceptable to the Administrative Agent (any such intercreditor agreement, an “ Intercreditor Agreement ”) and such Intercreditor Agreement shall remain outstanding, the rights granted to the Secured Parties hereunder and under the other Loan Documents, the lien and security interest granted to the Administrative Agent pursuant to this Agreement or any other Loan Document and the exercise of any right or remedy by the Administrative Agent hereunder or under any other Loan Document shall be subject to the terms and conditions of such Intercreditor Agreement. In the event of any conflict between the terms of this Agreement, any other Loan Document and such Intercreditor Agreement, the terms of such Intercreditor Agreement shall govern and control with respect to any right or remedy, and no right, power or remedy granted to the Administrative Agent hereunder or under any other Loan Document shall

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be exercised by the Administrative Agent, and no direction shall be given by the Administrative Agent, in contravention of such Intercreditor Agreement.

Section 10.18. Registrations with International Registry . Each of the parties hereto (i) consents to the registrations with the International Registry of the International Interests constituted by the Aircraft and Spare Engine Mortgage and each Other Aircraft Mortgage, and (ii) covenants and agrees that it will take all such action reasonably requested by the Borrower or Administrative Agent in order to make any registrations with the International Registry, including without limitation establishing a valid and existing account with the International Registry and appointing an Administrator and/or a Professional User reasonably acceptable to the Administrative Agent to make registrations with respect to the Mortgaged Collateral and providing consents to any registration as may be contemplated by the Loan Documents.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.

HAWAIIAN AIRLINES, INC.,
as Borrower

By: /s/ Scott E. Topping

Name: Scott E. Topping

Title: Executive Vice President, CFO &
Treasurer

HAWAIIAN HOLDINGS, INC.,
as a Guarantor

By: /s/ Scott E. Topping

Name: Scott E. Topping

Title: Executive Vice President, CFO &
Treasurer

[Signature Page to Credit and Guaranty Agreement]

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CITIBANK, N.A., as Administrative Agent and a Lender

By: /s/ J. Shanahan

Name: J. Shanahan

Title: Vice President

[Signature Page to Credit and Guaranty Agreement]

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BANK OF HAWAII, as a Lender

By: /s/ John McKenna

Name: John McKenna

Title: SVP

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GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Rebecca Kratz

Name: Rebecca Kratz

Title: Authorized Signatory

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MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender

By: /s/ Michael King

Name: Michael King

Title: Vice President

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NATIXIS, NEW YORK BRANCH, as a Lender

By: /s/ Vinh Nguyen

Name: Vinh Nguyen

Title: Vice President

By: /s/ Louis Douady

Name: Louis Douady

Title: Managing Director

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ANNEX A

to Credit and Guaranty Agreement

LENDERS AND COMMITMENTS

A. Revolving Commitments



Revolving Lender	Revolving Commitment
Citibank, N.A.	$65,000,000
Bank of Hawaii	$15,000,000
Goldman Sachs Bank USA	$35,000,000
Morgan Stanley Senior Funding, Inc.	$35,000,000
Natixis, New York Branch	$25,000,000

TOTAL:	$175,000,000

B. Lender Notices

Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Facsimile: (646) 274-5080

Attention: Joseph Shanahan & Scott Debano

Bank of Hawaii

130 Merchant Street, 20th Fl

Honolulu, HI 96813

e-mail: John.mckenna@boh.com

Facsimile: (808) 694-8301

Attention: John McKenna

With a copy to:

130 Merchant Street, 20th Fl

Honolulu, HI 96813

e-mail: tierney.morikawa@boh.com

Facsimile: (808) 694-8301

Attention: Tierney Morikawa

Morgan Stanley Senior Funding, Inc.

1300 Thames Street Wharf, 4th floor

e-mail: msloanservicing@morganstanley.com

Baltimore, MD 21231

Facsimile: (718) 233-2140

Attention: Morgan Stanley Loan Servicing

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Goldman Sachs Bank USA

c/o Goldman, Sachs & Co.

30 Hudson Street, 5th Floor

Jersey City, NJ 07302

Facsimile: (917) 977-3966

Attention: Michelle Latzoni

Natixis, New York Branch

1251 Avenue of Americas

New York, NY 10020

Facsimile: (201) 761-6931

Attention: Vinh T. Nguyen

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ANNEX B

to Credit and Guaranty Agreement

LIST OF AIRCRAFT AND ENGINE APPRAISERS

Aviation Specialists Group, Inc.

IBA Group Ltd

ICF International, Inc.

Morten, Beyer and Agnew

Ascend FG Advisory

AVITAS, Inc.

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ANNEX C

to Credit and Guaranty Agreement

CERTAIN ECONOMIC TERMS

[**]

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EXHIBIT A

to Credit and Guaranty Agreement

FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER

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EXHIBIT B

to Credit and Guaranty Agreement

FORM OF ASSIGNMENT AND ACCEPTANCE

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EXHIBIT C

to Credit and Guaranty Agreement

FORM OF LOAN REQUEST

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EXHIBIT D

to Credit and Guaranty Agreement

FORM OF AIRCRAFT AND SPARE ENGINE MORTGAGE

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EXHIBIT E

to Credit and Guaranty Agreement

FORM OF SPARE PARTS SECURITY AGREEMENT

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EXHIBIT F

to Credit and Guaranty Agreement

FORM OF SECURITY AGREEMENT

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EXHIBIT G

to Credit and Guaranty Agreement

FORM OF OTHER AIRCRAFT MORTGAGE

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SCHEDULE 3.06

to Credit and Guaranty Agreement

SUBSIDIARIES

HAWAIIAN HOLDINGS, INC.



Jurisdiction of Incorporation		Ownership (directly or indirectly)

Hawaiian Airlines, Inc.	Delaware	100%
Hawaiian Gifts, LLC	Arizona	100%
Airline Contract Maintenance and Equipment, Inc.	Delaware	100%

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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

GENERAL TERMS AGREEMENT

BETWEEN

ROLLS-ROYCE PLC

AND

ROLLS-ROYCE TOTALCARE SERVICES LIMITED

AND

HAWAIIAN AIRLINES, INC.

FOR TRENT 7000 ENGINES



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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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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

TABLE OF CONTENTS

SECTION 1 GENERAL TERMS 4

1 DEFINITIONS 4

2 Scope of Agreement 13

3 Purchase Orders 13

4 DELIVERY 14

5 PRICES 15

6 Payment 15

7 TAXES AND OTHER CHARGES 16

8 Delay 17

9 EVENTS OF DEFAULT AND TERMINATION 20

10 Non disclosure 22

11 INTELLECTUAL PROPERTY RIGHTs 23

12 Grant of Warranties and Limitation of Liability 25

13 Occupier’s Liability 26

14 GENERAL 26

15 Export/Import Shipment and Government Authorisation 33

16 Conflict 33

SECTION 2 EXHIBITS 35

Exhibit A Aircraft Delivery Schedule 36

Exhibit B Operating Assumptions 37

Exhibit C Warranties 40

EXHIBIT D CUSTOMER SERVICES 54

EXHIBIT E-1 FLEET PROVISiONING SUPPORT - SPARE ENGINE PURCHASE 57

EXHIBIT E-2 FLEET PROVISIONING SUPPORT - SPARE PARTS TERMS 64

[**]

EXHIBIT G TOTALCARE PROVISION 86

EXHIBIT H List of Trent 7000 Manuals 134

[**]



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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

THIS AGREEMENT is made this 17th day of DECEMBER 2014 (the “Effective Date”)

BETWEEN:


1	Rolls-Royce plc. a company incorporated in England and Wales (company number 1003142) whose registered office is at 62 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 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 Option Aircraft and Purchase Right Aircraft,


B.	Hawaiian may enter into lease agreements for Leased Aircraft, 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.

NOW THEREFORE IT IS AGREED AS FOLLOWS:



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Rolls-Royce

General Terms Agreement - Proprietary Data

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 Aircraft” means new Airbus A330neo (or otherwise named at Airframer’s discretion) aircraft of either the -800 or -900 variant (at Hawaiian’s election) powered by Engines, which may be acquired by Hawaiian from Airframer.

"Adjustment Matrices" means the adjustment matrices set out in [**].

“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, Option Aircraft, Purchase Right Aircraft, Additional 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.

"Aircraft Purchase Agreement" means the agreement dated in December 2014 between Hawaiian and Airframer for the purchase of the Firm Aircraft, Option Aircraft and Purchase Right Aircraft.

“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 [**].



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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

“Annual Average Aircraft Utilization” means the sum of the flight hours flown by the Aircraft during a calendar year divided by the sum of the days that such Aircraft have been in service (including downtime such as for maintenance) during such calendar year and multiplied by 365.

"ABC Legislation" means (a) in respect to each Party, any legislation enacted in the country in which it is incorporated or carries out business, or in any other jurisdiction where the Agreement is performed, to enforce or implement either the United Nations Convention against Corruption (being the subject of General Resolution 58/4 of 31 October 2003 of the General Assembly of the United Nations) or the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions adopted on 21 November 1997; and (b) the United Kingdom Anti-Terrorism, Crime and Security Act 2001, the United Kingdom Proceeds of Crime Act 2002, the United Kingdom Bribery Act 2010 and the United States Foreign Corrupt Practices Act.

“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.

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

[**]

“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 [**].

“ [**]

“DEG5326” means the General Terms Agreement for the Trent XWB engines between Rolls-Royce and Hawaiian dated 27 October 2007 with reference DEG5326 and as amended.



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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

“DEG5327” means the General Terms Agreement for the Trent 700 engines between Rolls-Royce and Hawaiian dated 27 October 2007 with reference DEG5327 and as amended.

“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 [**].

[**]

“EIS” means entry into service.

“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 Rolls-Royce Controls and Data Systems, a wholly owned subsidiary of Rolls-Royce, elected by Rolls-Royce to provide the EHM Services detailed in [**] .

“ELLPRA” means an engine life limited parts restoration agreement between Rolls-Royce and a lessor [**].

“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) 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 7000 (or otherwise named at Rolls-Royce’s discretion) turbofan engines, as described in 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 including, without limitation, any spare Engine that becomes subject to a sale and lease-back arrangement between Hawaiian and a lessor.

“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.



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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

“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 2010. 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 2010. 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 A330neo aircraft (or otherwise named at Airframer’s discretion) of either the -800 or -900 variant (at Hawaiian’s election) powered by Engines, which Hawaiian has entered into the Aircraft Purchase Agreement 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 7000 (or otherwise named at Rolls-Royce’s discretion) 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. [**].

“Fly Forward Assumptions” means the assumed parameters of operation relating to the future operation of the Engine as selected by the Hawaiian.

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

“Guarantees” means the guarantees set out in Exhibit F.

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

“Information” means (a) all software and electronic communications disclosed by one Party to another, and (b) all other information including, but not limited to, information contained in Engine Manuals, all oral, written information, know how, data, reports, drawings and specifications that are marked or otherwise clearly identified as proprietary or confidential except that all software and electronic communications shall be considered as such.

[**]



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Rolls-Royce

General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

“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 A330neo (or otherwise named at Airframer’s discretion) aircraft of either the -800 or -900 variant (at Hawaiian’s election) powered by the Engines and leased to Hawaiian.

“Leased Asset” means any Engine delivered on a Leased Aircraft, or any Engine that becomes subject to a sale and lease-back arrangement between Hawaiian Airlines and a lessor.

“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 Engine 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 in [**].

“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.

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

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

"Minimum Term" means the period [**] from the delivery of each Aircraft.

"Minimum Utilization" means an Annual Average Aircraft Utilization per Charge Period [**].

[**]

“Non-Qualified Event” is defined in the definition of a Qualified Event.

[**]



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

"Operations Room Report" or "ORR" means the document detailing the EHM Data, and other EHM Data requirements including format, medium and frequency, as may be changed by Rolls-Royce from time to time.

[**]

“Option Aircraft” means the 4 (four) option Airbus A330neo (or otherwise named at Airframer’s discretion) aircraft of either the -800 or -900 variant (at Hawaiian’s election) powered by Engines, which may be purchased from Airframer by Hawaiian pursuant to the Aircraft Purchase Agreement for delivery in accordance with the schedule set out in Exhibit A of this Agreement as may be amended from time to time.

“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.

" Original Aircraft Delivery Schedule " means the delivery schedule for the Aircraft as set out in Exhibit A agreed on original execution of this Agreement.

“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 and Parts.

“Purchase Right Aircraft” means the 2 (two) purchase right Airbus A330neo (or otherwise named at Airframer’s discretion) aircraft of either the -800 or -900 variant (at Hawaiian’s election) powered by Engines, which may be purchased from Airframer by Hawaiian pursuant to the Aircraft Purchase Agreement for delivery in accordance with the schedule set out in Exhibit A of this Agreement as may be amended from time to time.

“Qualified AOG” means where Hawaiian is unable to operate a scheduled revenue, charter or positioning flight [**]

“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:



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[**]

“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.

“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.

“SATU” means the Rolls-Royce Seletar Assembly and Test Unit at 6 Seletar Aerospace Rise, Singapore 797575.

“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, [**].

“Time Limits Manual” means the Engine Manual which provides the mandatory life limits of the LLPs for the Engine.

“Tooling” means tools, jigs, fixtures, transportation equipment and other products which are required 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.

[**]



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

“Warranties” shall mean the warranties as set out in Exhibit C.

[**]

“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:


(i)	the two firm spare Engines as set out in Schedule 1 to Exhibit E-1 of this Agreement; and


(ii)	any option spare Engines that are confirmed by Hawaiian [**]

Within 5 (five) Working Days of signature of this Agreement by the Parties or confirming any option spare Engine, Hawaiian shall place a purchase order with Rolls-Royce for such spare Engines.



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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. [**]


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. [**]


3.5	Hawaiian hereby confirms to Rolls-Royce that it has entered into an Aircraft Purchase Agreement.

4 DELIVERY


4.1	Rolls-Royce shall deliver new spare Engines [] (Incoterms 2010), [].


4.2	Rolls-Royce shall deliver initial provisioning of Parts [] (Incoterms 2010), [].


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.



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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, 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 or email 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.


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	[**]


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providing or issuing the necessary documentation to support or secure exemptions or recoveries. [**]


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 [**];


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


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	[**] 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.



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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[].


8.10	[**].

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.


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	[**] 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	[**];



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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 [] and, to the extent permitted by applicable law, at any time after such period of [] 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	[**] .


9.5	[**]


9.6	[**].


9.7	[**].

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, legal counsel and consultants engaged in connection with this Agreement) agrees [**] 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



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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.


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 []. [].

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



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11.4.3	a product or service derived by Hawaiian by combining a Product and Service with something not provided by Rolls-Royce [**].


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.

Notwithstanding the foregoing, to the extent that any spare Engine has become subject to a sale and lease-back arrangement between Hawaiian and a lessor, then Hawaiian shall continue to enjoy the indemnities and other benefits of this Clause 11 with respect to such Engine.


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.

Notwithstanding the foregoing, to the extent that any spare Engine has become subject to a sale and lease-back arrangement between Hawaiian and a lessor, then Hawaiian shall continue to enjoy the Warranties, Guarantees and other benefits of this Clause 12 with respect to such Engine while it is being operated in Hawaiian’s fleet.


12.2	Limitation of Remedies

[**]


12.3	Limitation of Liability

[**]



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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[**]

Notices to Hawaiian shall be directed to:



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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 #: [**]

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.


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.



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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.

[**]


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	[**].



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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 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 Rolls-Royce plc is jointly and severally liable for the obligations of Rolls-Royce Total Care Services Limited [**].


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.



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General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________


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.


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



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General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________

(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.


14.15	Anti-Corruption/Anti-Bribery

Each Party represents and warrants to the other that it has not, in respect of its entry into this Agreement:


(a)	authorised, offered, promised, paid or otherwise given anything of value or any financial or other advantage to or for the use or benefit of:


(i)	any Government official; or


(ii)	any director, officer, employee, agent or representative of any commercial organisation or private individual; or


(iii)	any other person, entity or third party intermediary while knowing or having reason to know that all or any portion of such payment, thing of value or advantage would be offered, promised, paid or given to any of the persons described in sub-paragraphs (i) to (ii) above,

for the purpose of improperly influencing any act, inaction or decision by such person in order to obtain or retain business, direct business to any person or secure any other advantage; or


(b)	engaged in any other conduct which would constitute an offence under the ABC Legislation.


14.16	Termination of the Trent XWB General Terms Agreement

The Parties agree that on the Effective Date:

(a) DEG5326 will terminate;

[**]


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.



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General Terms Agreement - Proprietary Data

General Terms

______________________________________________________________________________________________


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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General Terms Agreement - Proprietary Data

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: HAWAIIAN AIRLINES, INC.		Signed for and on behalf of: ROLLS-ROYCE PLC
By:	/s/Mark B. Dunkerley	By:	______________________________
Printed:	Mark B. Dunkerley	Printed:	______________________________
Title:	President and CEO	Title:	______________________________



		Signed for and on behalf of: ROLLS-ROYCE TOTALCARE SERVICES LIMITED
		By:	______________________________
		Printed:	______________________________
		Title:	______________________________



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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	[**]


G	TOTALCARE


Schedule 1	Covered Services

[**]


Schedule 4	Operating Report


Schedule 5	Line Replaceable Units (LRUs)


Schedule 6	Program Management and Support


H	TRENT 7000 MANUALS

[**]



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General Terms Agreement - Proprietary Data

Exhibit A - Aircraft Delivery Schedule

_____________________________________________________________________________________________________

Exhibit A Aircraft Delivery Schedule

[**]



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General Terms Agreement - Proprietary Data

Exhibit B - Operating Assumptions

_____________________________________________________________________________________________________

Exhibit B Operating Assumptions

[**]



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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

_____________________________________________________________________________________________________

[**]



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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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Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit D - Customer Services

_____________________________________________________________________________________________________

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 [] 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	[**].



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Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit D - Customer Services

_____________________________________________________________________________________________________

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.


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 as follows:-



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Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit E1 - Schedule 1 - Spare Engine Purchase

_____________________________________________________________________________________________________

[**]


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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General Terms Agreement - Proprietary Data

Exhibit E1 - Schedule 1 - Spare Engine Purchase

_____________________________________________________________________________________________________

EXHIBIT E-1 SCHEDULE 1

DELIVERY SCHEDULE AND BASE PRICE

[**]



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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 ([**]


1.2	Except as otherwise agreed in this Agreement Hawaiian shall purchase any Tooling from Vendor. Lead times for Tooling shall be quoted by Vendor 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 [] unscheduled Repair at an Overhaul Base. Such forecast shall, as a minimum, detail monthly shop visits for a period of [] and [] shop visits for a further [] period and such forecast shall be updated [].


3.3	[**]


4	ORDERING PROCEDURE

Hawaiian shall place purchase orders for Parts in accordance with Clause 3 of the General Terms. Rolls-Royce shall promptly acknowledge receipt of each order for Parts in accordance with the ATA



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Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit E2 - Fleet Provisioning Support - Spare Parts Terms

_____________________________________________________________________________________________________

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, [**] 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.


9	SURPLUS INVENTORY

[**]



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General Terms Agreement - Proprietary Data

[**]

_____________________________________________________________________________________________________

[**]



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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:


(a)	at [**] levels;


(b)	subject to adjustment on the 1 ^st January of each calendar year in accordance with the formula set out in Schedule 2 to this Exhibit G; and


(c)	[**].

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:

[**]


2.5	[**].


2.6	[**].

2.7 [**].

3 PAYMENT

3.1 [**].



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General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________


3.2	[**].


3.3	[**].


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.

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 [**] 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 [**] and


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



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General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________


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 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

[**]


6.2.1	[**].


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.



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General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________


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 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 LRUs.


6.3.8	[**].

6.4 [**] .

6.5 [**].

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

[**]



	Contract Reference - DEG 8572	45 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________

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 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. [**]

8 SERVICE CONTINUITY PLAN


8.1	[**] .


8.2	[**].

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. [**].


9.1.3	[**].


9.1.4	[**].


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;



	Contract Reference - DEG 8572	46 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________


9.5.3	[**]


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.


9.6	[**].


9.7	[**].


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


9.9	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 [**]; and


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


9.10	[**].


9.11	[**].


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 [] 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 Clause 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


10.1	Hawaiian shall maintain such insurances on the 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).


10.2	[**].


11	[**]



	Contract Reference - DEG 8572	47 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - TotalCare Provision

_____________________________________________________________________________________________________

12 [**]



	Contract Reference - DEG 8572	48 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - Schedule 1 - Covered Services _____________________________________________________________________________________________________

EXHIBIT G SCHEDULE 1

COVERED SERVICES

[**]

1 Engine Repair;

[**]

3 Access to Lease Engines;

4 Engine Health Monitoring Services/Engine Management Services;

[**] and

7 Program Management and Support;

[**]



	Contract Reference - DEG 8572	49 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

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 Maintenance or 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	[**].


1.5	[**].


1.6	[**].



	Contract Reference - DEG 8572	50 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

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

_____________________________________________________________________________________________________

2 [**]



	Contract Reference - DEG 8572	51 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

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 has [**] 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 [**];


3.2.3	[**].

3.3 [**]


3.4	[**].


3.5	[**].


3.6	[**].

[**].



	Contract Reference - DEG 8572	52 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - Schedule 1(4) Engine Health Monitoring

_____________________________________________________________________________________________________

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:

[**]


4.2	[**]


4.3	[**].


4.4	[**].


4.5	[**].


4.6	[**].


4.7	[**].


4.8	[**].


4.9	[**].

[**].


4.10	[**].



	Contract Reference - DEG 8572	53 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - Schedule 1(5) - Engine Transportation

_____________________________________________________________________________________________________

5 [**]



	Contract Reference - DEG 8572	54 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

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 EIS 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. [**].


6.10	[**].



	Contract Reference - DEG 8572	55 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

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

_____________________________________________________________________________________________________


6.11	[**].


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

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). [**].



	Contract Reference - DEG 8572	56 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - [**]

_____________________________________________________________________________________________________

EXHIBIT G [**]



	Contract Reference - DEG 8572	57 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - [**]

_____________________________________________________________________________________________________

EXHIBIT G [**]



	Contract Reference - DEG 8572	58 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - Schedule 4 - Operating Report

_________________________________________________________________________________________________________

EXHIBIT G SCHEDULE 4

OPERATING REPORT

Customer :

End Report Date :

Aircraft

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



	Contract Reference - DEG 8572	59 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit G - Schedule 5 - LRUs

_____________________________________________________________________________________________________

EXHIBIT G SCHEDULE 5

LINE REPLACEABLE UNITS (LRUs)

[**]



	Contract Reference - DEG 8572	60 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

Exhibit H - Manuals

_____________________________________________________________________________________________________

EXHIBIT H List of Trent 7000 Manuals

[**]



	Contract Reference - DEG 8572	61 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

[**]

_____________________________________________________________________________________________________

[**]



	Contract Reference - DEG 8572	62 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Rolls-Royce

General Terms Agreement - Proprietary Data

[**]

_____________________________________________________________________________________________________

[**]



	Contract Reference - DEG 8572	63 of 63

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential



	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: ………………….December 17, 2014

Dear Sirs,

SIDE LETTER AGREEMENT NUMBER ONE TO GENERAL TERMS AGREEMENT REFERENCE DEG 8572 (THE “AGREEMENT”)

[**]

NOW THEREFORE IT IS AGREED AS FOLLOWS:

[**]

Page 1 of 3

Private and Confidental

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

Company number: 1003142. Registered in England

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

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: HAWAIIAN AIRLINES, INC.		Signed for and on behalf of: ROLLS-ROYCE PLC
By:	/s/Mark B. Dunkerley	By:	______________________________
Printed:	Mark B. Dunkerley	Printed:	______________________________
Title:	President and CEO	Title:	______________________________



		Signed for and on behalf of: ROLLS-ROYCE TOTALCARE SERVICES LIMITED
		By:	______________________________
		Printed:	______________________________
		Title:	______________________________

Page 2 of 3

Private and Confidental

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

Company number: 1003142. Registered in England

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

[**]

Page 3 of 3

Private and Confidental

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

Company number: 1003142. Registered in England

[**] - Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Confidential

Exhibit 12

Hawaiian Holdings, Inc.

Computation of Ratio of Earnings to Fixed Charges



		Year ended December 31,
		2010			2011			2012			2013			2014
		(in thousands, except ratio of earnings to fixed charges)
Earnings:
	Income (loss) before income taxes	$	81,989		$	(1,082	)	$	85,786		$	86,410		$	113,447
	Total fixed charges (see below)	68,034			71,536			88,836			96,459			112,443
	Interest capitalized	(2,665		)	(7,771		)	(10,524		)	(12,625		)	(8,024		)
Earnings as adjusted		$	147,358		$	62,683		$	164,098		$	170,244		$	217,866

Fixed Charges:
	Interest and amortization of debt discount and issuance cost	$	16,835		$	24,521		$	43,522		$	50,453		$	64,240
	Portion of rental expense representative of the interest factor	51,199			47,015			45,314			46,006			48,203
Total fixed charges		$	68,034		$	71,536		$	88,836		$	96,459		$	112,443
Ratio of earnings to fixed charges (a)		2.17			—			1.85			1.76			1.94
Coverage deficiency		$	—		$	8,853		$	—		$	—		$	—

_______________________________________________________________________________


(a)	For purposes of calculating this ratio, earnings consist of income (loss) before income taxes plus fixed charges, net of capitalized interest. Fixed charges consist of interest expense, the amount amortized for debt discount and issuance cost, and the portion of rental expense representative of interest expense.

Exhibit 21.1

LIST OF SUBSIDIARIES OF HAWAIIAN HOLDINGS, INC.

Hawaiian Airlines, Inc.

Hawaiian Gifts, LLC

Airline Contract Maintenance and Equipment, Inc.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


(1)	Registration Statement (Form S‑3 No. 333‑187255),


(2)	Registration Statement (Form S‑8 No. 333‑172356),


(3)	Registration Statement (Form S‑8 No. 333‑127732),


(4)	Registration Statement (Form S‑8 No. 333‑127731),


(5)	Registration Statement (Form S‑8 No. 333‑09671),


(6)	Registration Statement (Form S‑8 No. 333‑09669),


(7)	Registration Statement (Form S‑8 No. 333‑61244), and


(8)	Registration Statement (Form S‑8 No. 333‑09667);

of our reports dated February 9, 2015 , with respect to the consolidated financial statements and schedule of Hawaiian Holdings, Inc. and the effectiveness of internal control over financial reporting of Hawaiian Holdings, Inc., included in this Annual Report (Form 10‑K) of Hawaiian Holdings, Inc. for the year ended December 31, 2014 .



/s/ ERNST & YOUNG LLP

Honolulu, Hawai'i

February 9, 2015

Exhibit 31.1

CERTIFICATION

I, Mark B. Dunkerley, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Hawaiian Holdings, Inc. for the year ended December 31, 2014 ;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 9, 2015	By:	/s/ MARK B. DUNKERLEY
			Mark B. Dunkerley President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Shannon L. Okinaka, certify that:

1. I have reviewed this Annual Report on Form 10-K of Hawaiian Holdings, Inc. for the year ended December 31, 2014 ;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:	February 9, 2015	By:	/s/ SHANNON L. OKINAKA
			Shannon L. Okinaka Senior Vice President, Interim Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Hawaiian Holdings, Inc. (the Company) for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Mark B. Dunkerley, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	February 9, 2015	By:	/s/ MARK B. DUNKERLEY
			Mark B. Dunkerley President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Hawaiian Holdings, Inc. (the Company) for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Shannon L. Okinaka, Senior Vice President, Interim Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	February 9, 2015	By:	/s/ SHANNON L. OKINAKA
			Shannon L. Okinaka Senior Vice President, Interim Chief Financial Officer and Treasurer