HAWAIIAN HOLDINGS INC (Form: 10-Q, Received: 10/24/2018 16:27:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

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		71-0879698
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)



3375 Koapaka Street, Suite G-350
Honolulu, HI		96819
(Address of Principal Executive Offices)		(Zip Code)

(808) 835-3700

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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. ý Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes o No

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



Large accelerated filer x		Accelerated filer o
Non-accelerated filer o		Smaller reporting company o
		Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of October 19, 2018 , 49,403,496 shares of the registrant’s common stock were outstanding.

Hawaiian Holdings, Inc.

Form 10-Q

Quarterly Period ended September 30, 2018

Table of Contents



Part I.	Financial Information	3

Item 1.	Consolidated Financial Statements of Hawaiian Holdings, Inc. (Unaudited)	3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017	3

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2018 and 2017	4

	Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

Part II.	Other Information	47

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

	Signatures	49

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Hawaiian Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017 (a)			2018			2017 (a)
	(unaudited)
Operating Revenue:
Passenger	$	697,232		$	668,643		$	1,963,994		$	1,856,401
Other	61,855			47,573			175,952			136,140
Total	759,087			716,216			2,139,946			1,992,541
Operating Expenses:
Wages and benefits	176,642			161,059			516,906			466,772
Aircraft fuel, including taxes and delivery	162,932			110,111			449,404			316,423
Maintenance, materials and repairs	57,118			49,396			176,229			161,366
Aircraft and passenger servicing	42,063			37,533			117,207			107,459
Aircraft rent	31,768			35,195			93,533			102,883
Commissions and other selling	32,704			33,163			96,482			94,967
Other rentals and landing fees	33,227			30,989			95,226			86,763
Depreciation and amortization	36,373			28,447			101,537			83,787
Purchased services	32,509			24,736			95,104			79,428
Contract terminations expense	—			—			35,322			—
Special items	—			—			—			23,450
Other	37,925			36,585			117,977			101,371
Total	643,261			547,214			1,894,927			1,624,669
Operating Income	115,826			169,002			245,019			367,872
Nonoperating Income (Expense):
Other nonoperating special items	—			(50,202		)	—			(50,202		)
Interest expense and amortization of debt discounts and issuance costs	(8,446		)	(7,578		)	(24,628		)	(23,292		)
Gains (losses) on fuel derivatives	3,495			3,282			27,064			(10,228		)
Interest income	3,124			1,861			6,529			4,480
Capitalized interest	1,821			2,416			6,414			6,258
Other, net	937			(3,892		)	(759		)	(10,132		)
Total	931			(54,113		)	14,620			(83,116		)
Income Before Income Taxes	116,757			114,889			259,639			284,756
Income tax expense	23,215			43,267			58,075			102,594
Net Income	$	93,542		$	71,622		$	201,564		$	182,162
Net Income Per Common Stock Share:
Basic	$	1.85		$	1.35		$	3.97		$	3.41
Diluted	$	1.84		$	1.34		$	3.96		$	3.39
Weighted Average Number of Common Stock Shares Outstanding:
Basic	50,594			53,185			50,807			53,456
Diluted	50,731			53,509			50,935			53,799
Cash Dividends Declared Per Common Stock Share	$	0.12		$	—		$	0.36		$	—

(a) Amounts adjusted due to the adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . See Note 2 to Consolidated Financial Statements contained in Part I, Item 1 of this report for additional information.

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Consolidated Statements of Comprehensive Income

(in thousands)



	Three Months Ended September 30,
	2018		2017 (a)
	(unaudited)
Net Income	$	93,542	$	71,622
Other comprehensive income, net:
Net change related to employee benefit plans, net of tax expense of $146 and $15,247 for 2018 and 2017, respectively	641		25,042
Net change in derivative instruments, net of tax expense of $1,396 and net of tax benefit of $198 for 2018 and 2017, respectively	4,292		(326		)
Net change in available-for-sale investments, net of tax expense of $53 and $43 for 2018 and 2017, respectively	167		70
Total other comprehensive income	5,100		24,786
Total Comprehensive Income	$	98,642	$	96,408



	Nine Months Ended September 30,
	2018			2017 (a)
	(unaudited)
Net Income	$	201,564		$	182,162
Other comprehensive income, net:
Net change related to employee benefit plans, net of tax expense of $478 and $17,040 for 2018 and 2017, respectively	1,668			27,900
Net change in derivative instruments, net of tax expense of $2,050 and net of tax benefit of $3,756 for 2018 and 2017, respectively	6,311			(6,162		)
Net change in available-for-sale investments, net of tax benefit of $42 and net of tax expense of $115 for 2018 and 2017, respectively	(126		)	188
Total other comprehensive income	7,853			21,926
Total Comprehensive Income	$	209,417		$	204,088

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Consolidated Balance Sheets

(in thousands, except shares)



	September 30, 2018			December 31, 2017 (a)
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	346,041		$	190,953
Restricted cash	—			1,000
Short-term investments	245,307			269,297
Accounts receivable, net	126,534			140,279
Spare parts and supplies, net	32,646			35,361
Prepaid expenses and other	95,292			79,186
Total	845,820			716,076
Property and equipment , less accumulated depreciation and amortization of $631,180 and $558,548 as of September 30, 2018 and December 31, 2017, respectively	2,116,204			1,842,263
Other Assets:
Long-term prepayments and other	187,860			193,632
Intangible assets, less accumulated amortization of $22,340 and $21,561 as of September 30, 2018 and December 31, 2017, respectively	14,408			15,187
Goodwill	106,663			106,663
Total Assets	$	3,270,955		$	2,873,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	141,209		$	140,805
Air traffic liability	653,113			589,093
Other accrued liabilities	136,820			147,593
Current maturities of long-term debt and capital lease obligations	105,451			59,470
Total	1,036,593			936,961
Long-Term Debt and Capital Lease Obligations	612,583			511,201
Other Liabilities and Deferred Credits:
Accumulated pension and other post-retirement benefit obligations	169,484			220,788
Other liabilities and deferred credits	280,199			225,605
Deferred tax liability, net	188,895			134,141
Total	638,578			580,534
Commitments and Contingencies
Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding as of September 30, 2018 and December 31, 2017	—			—
Common stock, $0.01 par value per share, 49,961,321 and 51,173,453 shares outstanding as of September 30, 2018 and December 31, 2017, respectively	500			512
Capital in excess of par value	127,621			126,743
Accumulated income	922,491			793,134
Accumulated other comprehensive loss, net	(67,411		)	(75,264		)
Total	983,201			845,125
Total Liabilities and Shareholders’ Equity	$	3,270,955		$	2,873,821

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)



	Nine Months Ended September 30,
	2018			2017
	(unaudited)
Net cash provided by Operating Activities	$	444,080		$	295,477
Cash flows from Investing Activities:
Additions to property and equipment, including pre-delivery payments	(386,098		)	(212,535		)
Proceeds from the sale and sale leaseback of aircraft and aircraft related equipment	117,143			33,511
Purchases of investments	(159,648		)	(171,485		)
Sales of investments	182,816			183,930
Net cash used in investing activities	(245,787		)	(166,579		)
Cash flows from Financing Activities:
Long-term borrowings	86,500			—
Repayments of long-term debt and capital lease obligations	(53,741		)	(52,463		)
Dividend payments	(18,327		)	—
Debt issuance costs	(1,108		)	(188		)
Repurchases of common stock	(53,894		)	(50,486		)
Other	(3,635		)	(7,703		)
Net cash used in financing activities	(44,205		)	(110,840		)
Net increase in cash and cash equivalents	154,088			18,058
Cash, cash equivalents, and restricted cash - Beginning of Period	191,953			330,991
Cash, cash equivalents, and restricted cash - End of Period	$	346,041		$	349,049

See accompanying Notes to Consolidated Financial Statements.

Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. Business and Basis of Presentation

Hawaiian Holdings, Inc. (the Company or Holdings) is a holding company 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 Airlines, Inc. (Hawaiian). The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC). Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented. Due to seasonal fluctuations, among other factors common to the airline industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with the financial statements and the notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 .

2. Significant Accounting Policies

Recently Adopted Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, and created Accounting Standards Codification (ASC) Topic 606 (ASC 606), 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. ASC 606 replaced most existing revenue recognition guidance in GAAP and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.

The Company elected to adopt the full retrospective transition method as of January 1, 2018, resulting in the restatement of the prior periods as of the date of adoption. The overall decrease in equity as of January 1, 2016 was $76.0 million net of tax, with an offsetting change primarily in Other liabilities and deferred credits. Refer to Note 5 for additional revenue recognition discussion.

The most significant impact of the standard relates to the accounting for the Company's frequent flyer travel award program. This change, as well as other less significant changes, are described below:

•

Frequent flyer - The standard requires the Company to account for miles earned by passengers in the HawaiianMiles program through flight activity as a component of the passenger revenue ticket transaction at the estimated selling price of the miles, effectively eliminating the incremental cost accounting previously applied. ASC 606 resulted in a significant increase to the deferred revenue liability on the Company's balance sheet, as the estimated selling price of the miles significantly exceeds the value previously recorded for incremental cost. The allocated value of miles earned through flights and sold to partners is recognized at the time the free travel or other award is redeemed by the passenger. Previously, the transportation element associated with sold miles was deferred and recognized as passenger revenue over the period when the transportation was expected to be provided ( 23 months).

•

Passenger revenue - The standard requires the Company to make certain adjustments to its passenger revenue, most notably related to unused tickets, which represents unexercised passenger rights. The Company uses historical information to estimate the proportion of ticket revenue that will expire unused to be recognized at the scheduled flight date. Prior to the adoption of ASC 606, the Company recorded this revenue as the tickets expired unused. As of the adoption date the adjustment due to passenger ticket expiration had the effect of reducing the air traffic liability but did not have a significant effect on revenue recognized. Ticket change fees were previously recognized at the time the fees were assessed; however, under ASC 606, the Company now defers the recognition of ticket change fees as a component of air traffic liability until the related transportation is provided. Further, the Company reclassified revenue items such as checked baggage, charter, ticket change and cancellation fees, in flight revenue, and other incidental sales to passenger revenue (from other operating revenue), as these items do not represent distinct performance obligations separate from the transportation provided to the passenger.


•	Selling Costs - Under ASC 606, the Company will capitalize selling costs associated with credit card fees, booking fees, and commissions, and recognize the associated expense at the ticketed flight date. Prior to ASC 606, the Company recognized the costs associated with credit card and booking fees as they were incurred.

Restated financial statement information, which reflects the adoption of the ASC 606 is below:



	Three Months Ended September 30, 2017
	As Reported			Adjustments			As Restated
	(in thousands)
Operating Revenue:
Passenger	$	634,475		$	34,168		$	668,643
Other	85,084			(37,511		)	47,573
Total	$	719,559		$	(3,343	)	$	716,216
Operating Expenses	545,808			1,406			547,214
Operating Income	173,751			(4,749		)	169,002
Nonoperating Income (Expense)	(54,113		)	—			(54,113		)
Income tax expense	45,072			(1,805		)	43,267
Net Income	$	74,566		$	(2,944	)	$	71,622
Net Income Per Common Stock Share:
Basic	$	1.40		$	(0.05	)	$	1.35
Diluted	$	1.39		$	(0.05	)	$	1.34



	Nine Months Ended September 30, 2017
	As Reported			Adjustments			As Restated
	(in thousands)
Operating Revenue:
Passenger	$	1,765,275		$	91,126		$	1,856,401
Other	243,804			(107,664		)	136,140
Total	$	2,009,079		$	(16,538	)	$	1,992,541
Operating Expenses	1,625,485			(816		)	1,624,669
Operating Income	383,594			(15,722		)	367,872
Nonoperating Income (Expense)	(83,116		)	—			(83,116		)
Income tax expense	108,567			(5,973		)	102,594
Net Income	$	191,911		$	(9,749	)	$	182,162
Net Income Per Common Stock Share:
Basic	$	3.59		$	(0.18	)	$	3.41
Diluted	$	3.57		$	(0.18	)	$	3.39

Select consolidated balance sheet line items, which reflect the adoption of the new standard are as follows:



	December 31, 2017
	Balance Sheet
	As Reported		Adjustments			As Restated
	(in thousands)
ASSETS
Prepaid expenses and other	$	65,196	$	13,990		$	79,186
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Air traffic liability	545,362		43,731			589,093
Other accrued liabilities	146,283		1,310			147,593
Noncurrent Liabilities:
Other liabilities and deferred credits	95,636		129,969			225,605
Deferred tax liability	174,344		(40,203		)	134,141
Shareholders' Equity:
Accumulated income	913,951		(120,817		)	793,134

There was no impact to the Company's net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.

Recently Issued Accounting Pronouncements

In February 2018, the FASB issued 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). The guidance allows reclassification from accumulated other comprehensive income to retained earnings of stranded taxes resulting from the Tax Cuts and Jobs Act (the Tax Act). In addition, under ASU 2018-02, certain disclosures regarding stranded tax effects are required. ASU 2018-02 is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company continues to evaluate the impact of ASU 2018-02 and the potential effects on the Company's consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities (ASU 2017-02), which better aligns a company's risk management activities and financial reporting for hedging relationships and is intended to simplify hedge accounting requirements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company does not expect that the adoption of ASU 2017-12 will have a significant impact on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability in the statement of financial position for all leases (with the exception of short-term leases) at the lease commencement date and recognize expenses similar to the current ASC 840, Leases (Topic 840) . ASU 2016-02 is effective for fiscal years, and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company currently plans to utilize the optional transition method for adoption of ASU 2016-02, which allows entities to continue to apply the legacy guidance in Topic 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. The Company plans to adopt ASU 2016-02 on January 1, 2019, as required.

Under ASU 2016-02, the lease liability will be measured at the present value of remaining lease payments and the right-of-use asset will be derived from the calculation of the lease liability, adjusted for any historically recorded amounts under Topic 840 for rent leveling and certain other adjustments (ROU Asset). Lease payments, which are anticipated to be comparable to the minimum lease payments included in the Company's existing lease commitments disclosure, include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties and probable amounts the lessee will owe under a residual value guarantee. Lease payments exclude variable payments other than those based on an index or rate or any amount allocated to non-lease components. Variable lease payments will continue to be expensed as incurred. See Note 10 below which discusses the Company's undiscounted lease obligations as of September 30, 2018.

The Company is currently evaluating and implementing ASU 2016-02 and believes the most significant impact on its financial statements will be the consolidated balance sheet impact of recording the ROU Asset and lease liability for existing aircraft and engine operating leases. As of September 30, 2018, the Company will have 14 aircraft and 5 engines under operating lease in its fleet at the date of adoption, with an estimated net present value of future lease payments ranging between approximately $450.0 million to $500.0 million using current rates. The Company also has operating leases related to terminal operations, office, and hangar space, which are not included in the range provided. The Company is currently evaluating the impact of these leases on its consolidated balance sheet at adoption.

3. Accumulated Other Comprehensive Income (Loss)

Reclassifications out of accumulated other comprehensive income (loss) by component are as follows:



Details about accumulated other comprehensive (income) loss components	Three months ended September 30,						Nine months ended September 30,						Affected line items in the statement where net income is presented
	2018			2017			2018			2017
	(in thousands)
Derivatives designated as hedging instruments under ASC 815
Foreign currency derivative losses (gains)	$	(1,080	)	$	(449	)	$	1,025		$	(2,141	)	Passenger revenue
Total before tax	(1,080		)	(449		)	1,025			(2,141		)
Tax expense (benefit)	265			170			(250		)	811
Total, net of tax	$	(815	)	$	(279	)	$	775		$	(1,330	)
Amortization of defined benefit plan items
Actuarial loss	$	730		$	2,277		$	1,978		$	6,733		Nonoperating Income (Expense), Other, net
Prior service cost	56			65			168			185			Nonoperating Income (Expense), Other, net
Partial settlement and curtailment loss	—			15,001			—			15,001			Other nonoperating special items
Loss on plan termination	—			35,201			—			35,201			Other nonoperating special items
Total before tax	786			52,544			2,146			57,120
Tax benefit	(145		)	(19,883		)	(478		)	(21,648		)
Total, net of tax	$	641		$	32,661		$	1,668		$	35,472
Short-term investments
Realized losses (gain) on sales of investments, net	$	21		$	(6	)	$	52		$	(26	)	Nonoperating Income (Expense), Other, net
Total before tax	21			(6		)	52			(26		)
Tax expense (benefit)	(5		)	2			(12		)	10
Total, net of tax	$	16		$	(4	)	$	40		$	(16	)
Total reclassifications for the period	$	(158	)	$	32,378		$	2,483		$	34,126

A rollforward of the amounts included in accumulated other comprehensive income (loss), net of taxes, for the three and nine months ended September 30, 2018 and 2017 is as follows:



Three months ended September 30, 2018	Foreign Currency Derivatives			Defined Benefit Plan Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	3,268		$	(74,926	)	$	(853	)	$	(72,511	)
Other comprehensive income before reclassifications, net of tax	5,107			—			151			5,258
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(815		)	641			16			(158		)
Net current-period other comprehensive income	4,292			641			167			5,100
Ending balance	$	7,560		$	(74,285	)	$	(686	)	$	(67,411	)



Three months ended September 30, 2017	Foreign Currency Derivatives			Defined Benefit Plan Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	1,235		$	(107,344	)	$	(244	)	$	(106,353	)
Other comprehensive income (loss) before reclassifications, net of tax	(47		)	(7,619		)	74			(7,592		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(279		)	32,661			(4		)	32,378
Net current-period other comprehensive income (loss)	(326		)	25,042			70			24,786
Ending balance	$	909		$	(82,302	)	$	(174	)	$	(81,567	)



Nine months ended September 30, 2018	Foreign Currency Derivatives		Defined Benefit Pension Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	1,249	$	(75,953	)	$	(560	)	$	(75,264	)
Other comprehensive income (loss) before reclassifications, net of tax	5,536		—			(166		)	5,370
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	775		1,668			40			2,483
Net current-period other comprehensive income (loss)	6,311		1,668			(126		)	7,853
Ending balance	$	7,560	$	(74,285	)	$	(686	)	$	(67,411	)



Nine months ended September 30, 2017	Foreign Currency Derivatives			Defined Benefit Pension Items			Short-Term Investments			Total
	(in thousands)
Beginning balance	$	7,071		$	(110,202	)	$	(362	)	$	(103,493	)
Other comprehensive income (loss) before reclassifications, net of tax	(4,832		)	(7,572		)	204			(12,200		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	(1,330		)	35,472			(16		)	34,126
Net current-period other comprehensive income (loss)	(6,162		)	27,900			188			21,926
Ending balance	$	909		$	(82,302	)	$	(174	)	$	(81,567	)

4. 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. For the three and nine months ended September 30, 2018 and 2017 , anti-dilutive shares excluded from the calculation of diluted earnings per share were immaterial.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(in thousands, except for per share data)
Numerator:
Net Income	$	93,542	$	71,622	$	201,564	$	182,162
Denominator:
Weighted average common stock shares outstanding - Basic	50,594		53,185		50,807		53,456
Assumed exercise of stock options and awards	137		324		128		343
Weighted average common stock shares outstanding - Diluted	50,731		53,509		50,935		53,799
Net Income Per Share
Basic	$	1.85	$	1.35	$	3.97	$	3.41
Diluted	$	1.84	$	1.34	$	3.96	$	3.39

Stock Repurchase Program

In April 2017, the Company's Board of Directors approved the repurchase of up to $100 million of its outstanding common stock over a two -year period through May 2019 via the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations, which was completed in December 2017. In November 2017, the Company's Board of Directors approved a new stock repurchase program pursuant to which the Company may repurchase up to an additional $100 million of its outstanding common stock over a two -year period through December 2019. The stock repurchase program is subject to modification or termination at any time. The Company will repurchase shares of it's common stock subject to prevailing market conditions, and may discontinue such repurchases at any time. The Company spent $31.2 million and $53.9 million to repurchase and retire approximately 0.8 million shares and 1.4 million shares of the Company's common stock in open market transactions during the three and nine months ended September 30, 2018 , respectively. The Company spent $46.2 million and $50.5 million to repurchase and retire approximately 1.1 million shares and 1.2 million shares of the Company's common stock in open market transactions during the three and nine months ended September 30, 2017 , respectively. As of September 30, 2018 , the Company had $46.1 million remaining to spend under its stock repurchase program.

Dividends

During the three months ended September 30, 2018 , the Company declared a cash dividend of $0.12 per share for stockholders of record as of August 17, 2018, which was paid on August 31, 2018, totaling $6.1 million . During the nine months ended September 30, 2018 , the Company paid total quarterly cash dividends of $18.3 million .

5. Revenue Recognition

The majority of our revenue is derived from transporting passengers on our aircraft. The Company accounts for revenue in accordance with ASC 606, which was adopted on January 1, 2018, using the full retrospective method. See Note 2 for further discussion of the adoption, including the impact on our previously issued financial statements.

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 is engaged in 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) are summarized below:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Geographic Information	(in thousands)
Domestic	$	535,155	$	520,510	$	1,555,833	$	1,473,031
Pacific	223,932		195,706		584,113		519,510
Total operating revenue	$	759,087	$	716,216	$	2,139,946	$	1,992,541

Passenger & Other revenue - Generally, the Company’s contracts with customers have two principal performance obligations, which are the promise to provide transportation to the passenger and the frequent flyer miles earned on the flight. In addition, the Company often charges additional fees for items such as baggage and in-flight entertainment. Such items are not capable of being distinct from the transportation provided because the customer can only benefit from the services during the flight. The transportation performance obligation, including the redemption of HawaiianMiles awards for flights, is satisfied, and revenue is recognized, as transportation is provided. In some instances, tickets sold by the Company can include a flight segment on another carrier which is referred to as an interline segment. In this situation, the Company acts as an agent for the other carrier and revenue is recognized net of cost in other revenue. Tickets sold by other airlines where the Company provides the transportation are recognized as passenger revenue at the estimated value to be billed to the other airline when travel is provided. Differences between amounts billed and the actual amounts may be rejected and rebilled or written off if the amount recorded was different from the original estimate.

Other operating revenue consists of cargo revenue, ground handling fees, commissions, and fees earned under certain joint marketing agreements with other companies. These amounts are recognized when the service is provided.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Passenger Revenue by Type	(in thousands)
Passenger revenue, excluding frequent flyer	$	658,886	$	631,604	$	1,855,247	$	1,756,185
Frequent flyer revenue, transportation component	38,346		37,039		108,747		100,216
Passenger Revenue	$	697,232	$	668,643	$	1,963,994	$	1,856,401

Other revenue (e.g. cargo and other miscellaneous)	$	43,046	$	34,996	$	123,275	$	101,031
Frequent flyer revenue, marketing and brand component	18,809		12,577		52,677		35,109
Other Revenue	$	61,855	$	47,573	$	175,952	$	136,140

For the three months ended September 30, 2018 and 2017 , the Company's total revenue was $759.1 million and $716.2 million , respectively. For the nine months ended September 30, 2018 and 2017 , the Company's total revenue was $2.1 billion and $2.0 billion , respectively. As of September 30, 2018 and December 31, 2017 , the Company's Air traffic liability balance as it relates to passenger tickets (excluding frequent flyer) was $477.9 million and $422.6 million , respectively, which represents future revenue that is expected to be realized over the next 12 months. During the three months ended September 30, 2018 and 2017 , the amount of revenue recognized that was included in Air traffic liability as of the beginning of the respective period was $323.4 million and $322.7 million , respectively. During the nine months ended September 30, 2018 and 2017 , the amount of revenue recognized that was included in Air traffic liability as of the beginning of the respective period was $357.4 million and $322.2 million , respectively.

Passenger revenue associated with unused tickets, which represent unexercised passenger rights, is recognized in proportion

to the pattern of rights exercised by related passengers (e.g. scheduled departure dates). To calculate the portion to be recognized as revenue in the period, the Company utilizes historical information and applies the trend rate to the current air traffic liability balances for that specific period.

Management has elected (via a practical expedient election) to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer, e.g., sales, use, value added, and certain excise taxes.

Frequent Flyer Revenue - Hawaiian's frequent flyer travel award program provides a variety of awards to program members based on accumulated mileage. ASC 606 requires the Company to account for miles earned by passengers in the HawaiianMiles program through flight activity as a component of the passenger revenue ticket transaction at the estimated selling price of the miles. Ticket consideration received is allocated between the performance obligations, primarily travel and

miles earned by passengers. The allocated value of the miles is deferred until the free travel or other award is used by the passenger, at which time it is included in passenger revenue. The value of the ticket used in the determination of the estimated selling price is based on the historical value of equivalent flights to those provided for loyalty awards and the related miles redeemed to obtain that award adjusted for breakage or fulfillment. The ETV includes a fulfillment discount (breakage) to reflect the value of the award ticket over the number of miles that, based on historical experience, will be needed to obtain the award. On a quarterly basis, the Company calculates the equivalent ticket value (ETV) by analyzing the fares of similar tickets for the prior 12 months, considering cabin class and geographic region.

The Company also sells mileage credits to companies participating in our frequent flyer program These contracts generally include multiple performance obligations, including the transportation that will ultimately be provided when the mileage credits are redeemed and marketing and brand related activities. The marketing and brand performance obligations are effectively provided each time a HawaiianMiles member uses the co-branded credit card and monthly access to customer lists and marketing is provided, which corresponds to the timing of when the Company issues or is obligated to issue the mileage credits to the HawaiianMiles member. Therefore, the Company recognizes revenue for the marketing and brand performance obligations when HawaiianMiles members use their co-brand credit card and the resulting mileage credits are issued to them, which best correlates with the Company’s performance in satisfying the obligation.

During the first quarter of 2018, we amended our partnership with Barclaycard US, Hawaiian's co-branded credit card partner. Management determined that the amendment should be accounted for as a termination of the existing contract and the creation of a new contract under ASC 606 and the relative selling price was determined for each performance obligation of the new agreement. The new agreement continues through 2024 and includes improved economics and enhanced product offerings for our Barclay's co-branded cardholders.

Accounting for frequent flyer revenue involves the use of various techniques to estimate revenue. To determine the total estimated transaction price, the Company forecasts future credit card activity using historical information. The relative selling price is determined using management’s standalone estimated selling price of each performance obligation. The objective of using the 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. Accordingly, the Company determines the best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, published selling prices, number of miles awarded and number of miles redeemed. The Company estimates the selling price of miles using an ETV adjusted for a fulfillment discount as described above.

Miles expire after 18 months of member account inactivity. The Company reviews its breakage estimates annually based upon the latest available information regarding redemption and expiration patterns (e.g., credit card and non-credit card holders). The Company’s estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions or to the expiration policy, or to program rules and program could affect the estimated value of a mile.

The Company's frequent flyer liability is recorded in Air traffic liability (short-term) and Other liabilities and deferred credits (long-term) in the Company's consolidated balance sheet based on estimated and expected redemption patterns using historical data and analysis. As of September 30, 2018 and December 31, 2017 , the Company's contract liability balance was $372.6 million and $321.9 million , respectively.

Accounts Receivable - Accounts receivable primarily consist of amounts due from credit card companies, non-airline partners, and cargo transportation customers. The Company provides an allowance for uncollectible accounts equal to the estimated losses expected to be incurred based on historical chargebacks, write-offs, bankruptcies and other specific analyses. Bad debt expense was not material in any period presented.

Costs to obtain or fulfill a contract - In order for the Company to provide transportation to our customers we incur fulfillment costs which are generally: booking fees, credit card fees, and commission/selling costs. As of September 30, 2018 and December 31, 2017 , the Company's asset balance associated with these costs were $17.9 million and $16.7 million , respectively. During the three months ended September 30, 2018 and 2017 , expenses related to these costs totaled to $25.3 million and $25.1 million , respectively. During the nine months ended September 30, 2018 and 2017 , expenses related to these costs totaled to $73.0 million and $72.0 million , respectively. To determine the amount to capitalize and expense at the end of each period, the Company uses historical sales data and estimates the amount associated with unflown tickets.

6. Short-Term Investments

Debt securities that are not classified as cash equivalents are classified as available-for-sale investments and are stated as current assets at fair value as these securities are available for use in current operations. Realized gains and losses on sales of investments are reflected in nonoperating income (expense) in the Company's unaudited Consolidated Statements of Operations. Unrealized gains and losses on available-for-sale debt securities are reflected as a component of Accumulated other comprehensive loss, net.

The following is a summary of short-term investments held as of September 30, 2018 and December 31, 2017 :



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2018	(in thousands)
Corporate debt	$	145,256	$	14	$	(793	)	$	144,477
U.S. government and agency debt	49,850		—		(156		)	49,694
Municipal bonds	13,503		—		(61		)	13,442
Other fixed income securities	37,724		1		(31		)	37,694
Total short-term investments	$	246,333	$	15	$	(1,041	)	$	245,307



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2017	(in thousands)
Corporate debt	$	165,610	$	8	$	(535	)	$	165,083
U.S. government and agency debt	59,054		1		(215		)	58,840
Municipal bonds	21,517		—		(104		)	21,413
Other fixed income securities	23,973		1		(13		)	23,961
Total short-term investments	$	270,154	$	10	$	(867	)	$	269,297

Contractual maturities of short-term investments as of September 30, 2018 are shown below.



	Under 1 Year		1 to 5 Years		Total
	(in thousands)
Corporate debt	$	68,381	$	76,096	$	144,477
U.S. government and agency debt	49,694		—		49,694
Municipal bonds	9,870		3,572		13,442
Other fixed income securities	29,780		7,914		37,694
Total short-term investments	$	157,725	$	87,582	$	245,307

7. Fair Value Measurements

ASC Topic 820, Fair Value Measurement (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 for 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 September 30, 2018
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents	$	202,252	$	139,303	$	62,949	$	—
Short-term investments	245,307		—		245,307		—
Fuel derivative contracts:
Crude oil call options	23,637		—		23,637		—
Foreign currency derivatives	9,187		—		9,187		—
Total assets measured at fair value	$	480,383	$	139,303	$	341,080	$	—
Foreign currency derivatives	13		—		13		—
Total liabilities measured at fair value	$	13	$	—	$	13	$	—



	Fair Value Measurements as of December 31, 2017
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents	$	62,310	$	27,807	$	34,503	$	—
Restricted cash	1,000		1,000		—		—
Short-term investments	269,297		—		269,297		—
Fuel derivative contracts:
Crude oil call options	20,272		—		20,272		—
Jet fuel swaps	336		—		336		—
Foreign currency derivatives	4,300		—		4,300		—
Total assets measured at fair value	$	357,515	$	28,807	$	328,708	$	—
Foreign currency derivatives	1,713		—		1,713		—
Total liabilities measured at fair value	$	1,713	$	—	$	1,713	$	—

Cash equivalents. The Company's level 1 cash equivalents consist of money market securities and the level 2 cash equivalents consist of U.S. agency bonds, mutual funds, 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 included collateral held by one of the Company's credit card processors.

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 crude oil call options and jet fuel 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 primarily based upon data available or derived from public markets.

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



Fair Value of Debt
September 30, 2018										December 31, 2017
Carrying		Fair Value								Carrying		Fair Value
Amount		Total		Level 1		Level 2		Level 3		Amount		Total		Level 1		Level 2		Level 3
(in thousands)
$	474,401	$	473,282	$	—	$	—	$	473,282	$	433,072	$	444,099	$	—	$	—	$	444,099

The fair value estimates of the Company’s debt were based on the discounted amount of future cash flows using the Company’s current incremental rate of borrowing for similar instruments.

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

8. 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 and foreign currencies.

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. During the three and nine months ended September 30, 2018 , the Company primarily used crude oil call options and jet fuel swaps to hedge its aircraft fuel expense. These derivative instruments 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.

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



	Three months ended September 30,						Nine months ended September 30,
Fuel derivative contracts	2018			2017			2018			2017
	(in thousands)
Gains (losses) realized at settlement	$	8,085		$	(2,787	)	$	24,572		$	(2,100	)
Reversal of prior period unrealized amounts	(18,873		)	6,251			(11,791		)	(7,946		)
Unrealized gains (losses) that will settle in future periods	14,283			(182		)	14,283			(182		)
Gains (losses) on fuel derivatives recorded as nonoperating income (expense)	$	3,495		$	3,282		$	27,064		$	(10,228	)

Foreign Currency Exchange Rate Risk Management

The Company is subject to foreign currency exchange rate risk due to revenues and expenses that are 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. As discussed in more detail in Note 9 , the Company also entered into two Japanese Yen denominated debt agreements during the nine month period ended September 30, 2018.

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 of designated cash flow hedges is reported as a component of accumulated other comprehensive income (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). Foreign currency forward contracts that are not designated as cash flow hedges are recorded at fair value, and any changes in fair value are recognized as other nonoperating income (expense) in the period of change.

The Company believes that its foreign currency forward contracts that are designated as cash flow hedges 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 $8.2 million into earnings over the next 12 months from AOCI based on the values at September 30, 2018 .

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 Company's unaudited Consolidated Balance Sheets.

Derivative position as of September 30, 2018

Balance Sheet
Location

Notional Amount

Final
Maturity
Date

Gross fair
value of
assets

Gross fair
value of
(liabilities)

Net
derivative
position

(in thousands)

Derivatives designated as hedges

Foreign currency derivatives

Prepaid expenses and other

15,557,050 Japanese Yen
51,131 Australian Dollars

September 2019

7,625

)

7,619

Long-term prepayments and other

4,537,300 Japanese Yen
8,963 Australian Dollars

September 2020

1,412

)

1,406

Derivatives not designated as hedges

Foreign currency derivatives

Prepaid expenses and other

674,600 Japanese Yen
1,708 Australian Dollars

December 2018

150

)

149

Fuel derivative contracts

Prepaid expenses and other

91,182 gallons

September 2019

23,637

—

23,637

Derivative position as of December 31, 2017

Balance Sheet
Location

Notional Amount

Final
Maturity
Date

Gross fair
value of
assets

Gross fair
value of
(liabilities)

Net
derivative
position

(in thousands)

Derivatives designated as hedges

Foreign currency derivatives

Prepaid expenses and other

16,732,375 Japanese Yen
47,805 Australian Dollars

December 2018

3,737

(1,441

)

2,296

Long-term prepayments and other

4,666,700 Japanese Yen
9,180 Australian Dollars

December 2019

546

(195

)

351

Derivatives not designated as hedges

Foreign currency derivatives

Other accrued liabilities

866,150 Japanese Yen
3,148 Australian Dollars

March 2018

(77

)

(60

)

Fuel derivative contracts

Prepaid expenses and other

94,332 gallons

December 2018

20,608

—

20,608

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



	(Gain) loss recognized in AOCI on derivatives (effective portion)					(Gain) loss reclassified from AOCI into income (effective portion)						(Gain) loss recognized in nonoperating (income) expense (ineffective portion)
	Three months ended September 30,					Three months ended September 30,						Three months ended September 30,
	2018			2017		2018			2017			2018		2017
	(in thousands)
Foreign currency derivatives	$	(6,769	)	$	75	$	(1,080	)	$	(449	)	$	—	$	—



	(Gain) loss recognized in AOCI on derivatives (effective portion)					(Gain) loss reclassified from AOCI into income (effective portion)					(Gain) loss recognized in nonoperating (income) expense (ineffective portion)
	Nine months ended September 30,					Nine months ended September 30,					Nine months ended September 30,
	2018			2017		2018		2017			2018		2017
	(in thousands)
Foreign currency derivatives	$	(7,338	)	$	7,780	$	1,025	$	(2,141	)	$	—	$	—

Risk and Collateral

Financial derivative instruments expose the Company to possible credit loss in the event the counterparties 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) regularly 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 by the counterparties based on the current market exposure of the derivative.

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 no collateral posted with counterparties as of September 30, 2018 and December 31, 2017 .

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.

9. Debt

As of September 30, 2018 , the expected maturities of long-term debt for the remainder of 2018 and the next four years, and thereafter, were as follows (in thousands):



Remaining months in 2018	$	9,346
2019	80,810
2020	29,330
2021	56,312
2022	63,443
Thereafter	235,160
	$	474,401

During the nine months ended September 30, 2018 , the Company entered into two Japanese Yen denominated debt agreements for a total value of $86.5 million , which is collateralized by aircraft. Each such loan is for a term of 12 years at fixed installment coupon rates of 1.01% and 1.05% . The fluctuation in foreign exchange rates at each balance sheet date is reflected within the nonoperating income (expense) line item. During each of the three and nine months ended September 30, 2018 , the Company recorded foreign currency unrealized gains of $2.3 million .

10. Leases

The Company leases aircraft, engines, and other assets under long-term lease arrangements. Other leased assets include real property, airport and terminal facilities, maintenance facilities, and general offices. Certain leases include escalation clauses and renewal options. 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.

In July 2018, the Company entered into a sale leaseback transaction with an independent third party for one A330-200 aircraft under an operating lease for a term of 12 years. Future minimum rental payments for this lease are reflected in the table below.

As of September 30, 2018 , the scheduled future minimum rental payments under operating and capital leases with non-cancellable basic terms of more than one year were as follows:



	Capital & Financing Leases						Operating Leases
	Aircraft			Other			Aircraft		Other
	(in thousands)
Remaining in 2018	$	6,213		$	1,840		$	28,414	$	2,007
2019	24,850			6,561			106,382		7,751
2020	24,850			4,641			90,417		7,340
2021	24,850			4,566			74,315		6,695
2022	24,705			4,870			68,208		6,920
Thereafter	97,261			119,931			219,196		95,580
	202,729			142,409			$	586,932	$	126,293
Less amounts representing interest	(37,471		)	(53,171		)
Present value of minimum capital lease payments	$	165,258		$	89,238

11. Employee Benefit Plans

The components of net periodic benefit cost for the Company’s defined benefit and other post-retirement plans included the following:



	Three months ended September 30,						Nine months ended September 30,
Components of Net Period Benefit Cost	2018			2017			2018			2017
	(in thousands)
Service cost	$	2,275		$	3,296		$	6,199		$	7,626
Other cost:
Interest cost	5,145			5,983			15,163			14,518
Expected return on plan assets	(5,594		)	(4,533		)	(16,770		)	(9,592		)
Recognized net actuarial loss	786			2,342			2,146			4,574
Total other components of the net periodic benefit cost	337			3,792			539			9,500
Partial settlement and curtailment loss	—			15,001			—			15,001
Loss on plan termination	—			35,201			—			35,201
Net periodic benefit cost	$	2,612		$	57,290		$	6,738		$	67,328

Total other components of the net periodic benefit cost are recorded within the nonoperating income (expense), other, net line item.

During each of the three and nine months ended September 30, 2018 , the Company made a discretionary contribution of $50.0 million to its defined benefit and other postretirement plans. During the three and nine months ended September 30, 2017 , the Company contributed $14.2 million and $28.6 million , respectively, to its defined benefit and other post-retirement plans.

In August 2017, the Company completed the termination of the Hawaiian Airlines, Inc. Salaried & IAM Merged Pension Plan (the Merged Plan) by transferring the assets and liabilities to a third-party insurance company. At that time, the Company contributed a total of $18.5 million in cash to fully fund the plan and recognized a one-time financial loss of $35.2 million as other nonoperating special item in the Consolidated Statement of Operations.

In March 2017, the Company announced the ratification of a 63 -month contract amendment with its pilots as represented by the Air Line Pilots Association (ALPA). In connection with the ratification of the agreement, the parties agreed to eliminate the post-65 post-retirement medical benefit for all active pilots, and replace the benefit with a health retirement account (HRA) managed by ALPA, which represented a curtailment and partial settlement of the pilots' other post-retirement benefit plan. In August 2017, the Company made a one-time cash payment of approximately $101.9 million to fund the HRA and settle the

post-65 post-retirement medical plan obligation. The cash contributed was distributed to the trust funding the individual health retirement notional accounts of the participants. The Company recognized a one-time settlement loss of $15.0 million .

12. Commitments and Contingent Liabilities

Commitments

As of September 30, 2018 , the Company had the following capital commitments consisting of firm aircraft and engine orders and purchase rights:



Aircraft Type	Firm Orders	Purchase Rights	Expected Delivery Dates
A321neo aircraft	9	9	Between 2018 and 2020
B787-9 aircraft	10	10	Between 2021 and 2025

Pratt & Whitney spare engines:
A321neo spare engines	3	2	Between 2018 and 2019
General Electric GEnx spare engines:
B787-9 spare engines	2	2	Between 2021 and 2025

In February 2018, the Company exercised its right to terminate its aircraft purchase agreement between the Company and Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. Refer to Note 13 below for discussion on the contract termination charge.

In July 2018, the Company entered into a purchase agreement for the purchase of 10 Boeing 787-9 "Dreamliner" aircraft with purchase rights for an additional 10 aircraft with scheduled delivery from 2021 to 2024. In October 2018, the Company entered into a definitive agreement for the selection of GEnx engines to power its Boeing 787-9 fleet. The agreement provides for the purchase of 20 GEnx engines, the right to purchase an additional 20 GEnx engines and the purchase of up to four spare engines. The committed expenditures under these agreements are reflected in the table below. The Company also intends to enter into additional related agreements in connection with the Boeing 787-9 purchases, including for the purchase of a flight simulator, spare parts and materials, and related services.

Committed capital and operating expenditures include escalation amounts based on estimates. Capital expenditures represent aircraft and aircraft related equipment commitments, and operating expenditures represent all other non-aircraft commitments the Company has entered into. The gross committed expenditures and committed payments for those deliveries as of September 30, 2018 are detailed below:



	Capital		Operating		Total Committed Expenditures
	(in thousands)
Remaining in 2018	$	98,658	$	16,517	$	115,175
2019	331,090		61,576		392,666
2020	162,749		56,052		218,801
2021	303,006		51,719		354,725
2022	417,828		51,918		469,746
Thereafter	710,948		216,064		927,012
	$	2,024,279	$	453,846	$	2,478,125

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.

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 such contracts. 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 such parties' gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to the lessee's use of the real estate leased premises. The Company believes that it is insured (subject to deductibles) for most of the tort liabilities and related indemnities described above with respect to the aircraft and real estate that it leases. The Company cannot reasonably 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 unaudited Consolidated Balance Sheets, totaled $1.0 million as of December 31, 2017 . As of September 30, 2018 , there were no holdbacks held with the Company's credit card processors.

In the event of a material adverse change in the Company's business, the holdback could increase to an amount up to 100% of the outstanding credit card amounts that is unflown (e.g. air traffic liability, excluding frequent flyer deferred revenue), which would also cause an increase in the level of restricted cash. If the Company is unable to obtain a waiver of, or otherwise mitigate the increase in the restriction of cash, it could have a material adverse impact on the Company's operations, business or financial condition.

13. Contract Terminations Expense and Special Items

Contract terminations expense

For the nine months ended September 30, 2018 , the Company terminated two contracts which incurred a total of $35.3 million in contract terminations expense. The transactions are described below:

In February 2018, the Company exercised its right to terminate the aircraft purchase agreement between the Company and Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. To terminate the purchase agreement, the Company was obligated to repay Airbus for concessions received relating to a prior firm order, training credits, as well as forfeit the pre-delivery progress payments made towards the flight equipment. The Company recorded a contract terminations expense to reflect a portion of the termination penalty within the Consolidated Statements of Operations.

In January 2018, the Company entered into a transaction with its lessor to early terminate and purchase three Boeing 767-300 aircraft leases and concurrently entered into a forward sale agreement for the same three Boeing 767-300 aircraft, including two Pratt & Whitney 4060 engines for each aircraft. These aircraft were previously accounted for as operating leases. In order to exit the lease and purchase the aircraft, the Company agreed to pay a total of $67.1 million (net of all deposits) of which a portion was expensed immediately and recognized as a contract termination fee. The expensed amount represents the total purchase price amount over fair value of the aircraft purchased as of the date of the transaction.

Special items

In April 2017, the Company executed a sale leaseback transaction with an independent third party for three Boeing 767-300 aircraft. The lease term for the three aircraft commenced in April 2017 and run through November 2018, December 2018, and January 2019, respectively. During the nine months ended September 30, 2017 , the Company recorded a loss on sale of aircraft of $4.8 million . During the three and nine months ended September 30, 2018 , the Company delivered two of the aircraft and recorded an additional loss of $1.8 million as a result of final price adjustments. The Company expects to close the sale and deliver the third aircraft in the fourth quarter of 2018.

In March 2017, the Company received notice from ALPA that the tentative agreement covering the Company's pilots was ratified by ALPA's members and became effective on April 1, 2017. The agreement included, among other various benefits, a pay adjustment and ratification bonus computed based on previous service. During the nine months ended September 30, 2017 ,

the Company expensed $18.7 million principally related to a one-time payment to reduce the Company's future 401K employer contribution for certain pilot groups, which was not recoverable once paid.

Nonoperating special items

In August 2017, the Company terminated the Merged Plan and settled a portion of it's pilots' other post-retirement medical plan liability. In connection with the reduction of these liabilities, the Company recorded one-time Other nonoperating special charges of $35.2 million related to the Merged Plan termination and $15.0 million related to the other post-retirement medical plan partial settlement. Refer to Note 11 for additional information.

14. Income Taxes

The Company’s effective tax rate was 19.9% and 37.7% for the three months ended September 30, 2018 and 2017 , respectively and 22.4% and 36.0% for the nine months ended September 30, 2018 and 2017 , respectively. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible items. The effective tax rate for the three and nine months ended September 30, 2018 reflects the reduced federal corporate income tax rate as a result of the enactment of the Tax Cuts and Jobs Act (the Tax Act) in December 2017. During the three and nine months ended September 30, 2018 , the Company recorded a discrete item of $6.7 million to reflect the impact of the Tax Act on discretionary contributions made to its defined benefit and other postretirement plans related to its 2017 tax return. The Company adjusted its estimated liability under Staff Accounting Bulletin 118 (SAB 118) by reducing the prior year liability to reflect the tax benefit at a higher income tax rate for the additional contributions made. Further adjustments of other provisional estimates that were recorded at December 31, 2017 may be necessary as the Company finalizes its tax filings in the fourth quarter.

15. Supplemental Cash Flow Information

Non-cash investing and financing activities for the nine months ended September 30, 2018 and 2017 were as follows:



	Nine months ended September 30,
	2018		2017
	(in thousands)
Investing and Financing Activities Not Affecting Cash:
Property and equipment acquired through a capital lease	$	116,359	$	—

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, 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 issued by Hawaiian to purchase new aircraft.

The Company's condensed consolidating financial statements are presented in the following tables:

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Three months ended September 30, 2018



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	756,314		$	2,870		$	(97	)	$	759,087
Operating Expenses:
Wages and benefits	—			176,642			—			—			176,642
Aircraft fuel, including taxes and delivery	—			162,932			—			—			162,932
Maintenance, materials and repairs	—			55,818			1,300			—			57,118
Aircraft and passenger servicing	—			42,063			—			—			42,063
Commissions and other selling	—			32,716			16			(28		)	32,704
Aircraft rent	—			31,782			(14		)	—			31,768
Other rentals and landing fees	—			33,146			81			—			33,227
Depreciation and amortization	—			34,849			1,524			—			36,373
Purchased services	43			32,298			183			(15		)	32,509
Other	1,604			35,955			420			(54		)	37,925
Total	1,647			638,201			3,510			(97		)	643,261
Operating Income (Loss)	(1,647		)	118,113			(640		)	—			115,826
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	94,810			—			—			(94,810		)	—
Interest expense and amortization of debt discounts and issuance costs	—			(8,400		)	(46		)	—			(8,446		)
Interest income	41			3,083			—			—			3,124
Capitalized interest	—			1,821			—			—			1,821
Gains on fuel derivatives	—			3,495			—			—			3,495
Other, net	—			936			1			—			937
Total	94,851			935			(45		)	(94,810		)	931
Income (Loss) Before Income Taxes	93,204			119,048			(685		)	(94,810		)	116,757
Income tax expense (benefit)	(338		)	23,696			(143		)	—			23,215
Net Income (Loss)	$	93,542		$	95,352		$	(542	)	$	(94,810	)	$	93,542
Comprehensive Income (Loss)	$	98,642		$	100,452		$	(542	)	$	(99,910	)	$	98,642

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Three months ended September 30, 2017 ^(a)



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	714,469		$	1,853		$	(106	)	$	716,216
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			110,111			—			—			110,111
Wages and benefits	—			161,059			—			—			161,059
Aircraft rent	—			35,090			105			—			35,195
Maintenance, materials and repairs	—			48,987			409			—			49,396
Aircraft and passenger servicing	—			37,533			—			—			37,533
Commissions and other selling	17			33,158			19			(31		)	33,163
Depreciation and amortization	—			27,491			956			—			28,447
Other rentals and landing fees	—			30,989			—			—			30,989
Purchased services	117			24,428			206			(15		)	24,736
Other	1,498			34,678			469			(60		)	36,585
Total	1,632			543,524			2,164			(106		)	547,214
Operating Income (Loss)	(1,632		)	170,945			(311		)	—			169,002
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	72,524			—			—			(72,524		)	—
Other nonoperating special items	—			(50,202		)	—			—			(50,202		)
Interest expense and amortization of debt discounts and issuance costs	—			(7,578		)	—			—			(7,578		)
Interest income	76			1,785			—			—			1,861
Capitalized interest	—			2,416			—			—			2,416
Gains on fuel derivatives	—			3,282			—			—			3,282
Other, net	—			(3,892		)	—			—			(3,892		)
Total	72,600			(54,189		)	—			(72,524		)	(54,113		)
Income (Loss) Before Income Taxes	70,968			116,756			(311		)	(72,524		)	114,889
Income tax expense (benefit)	(654		)	43,921			—			—			43,267
Net Income (Loss)	$	71,622		$	72,835		$	(311	)	$	(72,524	)	$	71,622
Comprehensive Income (Loss)	$	96,408		$	97,621		$	(311	)	$	(97,310	)	$	96,408

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Nine months ended September 30, 2018



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	2,132,853		$	7,390		$	(297	)	$	2,139,946
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			449,404			—			—			449,404
Wages and benefits	—			516,906			—			—			516,906
Aircraft rent	—			93,547			(14		)	—			93,533
Maintenance materials and repairs	—			172,780			3,449			—			176,229
Aircraft and passenger servicing	—			117,207			—			—			117,207
Commissions and other selling	(5		)	96,537			61			(111		)	96,482
Depreciation and amortization	—			98,026			3,511			—			101,537
Other rentals and landing fees	—			94,913			313			—			95,226
Purchased services	131			94,415			603			(45		)	95,104
Contract termination expense	—			35,322			—			—			35,322
Other	5,284			110,513			2,321			(141		)	117,977
Total	5,410			1,879,570			10,244			(297		)	1,894,927
Operating Income (Loss)	(5,410		)	253,283			(2,854		)	—			245,019
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	205,719			—			—			(205,719		)	—
Interest expense and amortization of debt discounts and issuance costs	(3		)	(24,534		)	(91		)	—			(24,628		)
Interest income	157			6,372			—			—			6,529
Capitalized interest	—			6,414			—			—			6,414
Gains on fuel derivatives	—			27,064			—			—			27,064
Other, net	(4		)	(761		)	6			—			(759		)
Total	205,869			14,555			(85		)	(205,719		)	14,620
Income (Loss) Before Income Taxes	200,459			267,838			(2,939		)	(205,719		)	259,639
Income tax expense (benefit)	(1,105		)	59,797			(617		)	—			58,075
Net Income (Loss)	$	201,564		$	208,041		$	(2,322	)	$	(205,719	)	$	201,564
Comprehensive Income (Loss)	$	209,417		$	215,894		$	(2,322	)	$	(213,572	)	$	209,417

Condensed Consolidating Statements of Operations and Comprehensive Income (Loss)

Nine months ended September 30, 2017 ^(a)



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Operating Revenue	$	—		$	1,987,423		$	5,436		$	(318	)	$	1,992,541
Operating Expenses:
Aircraft fuel, including taxes and delivery	—			316,423			—			—			316,423
Wages and benefits	—			466,772			—			—			466,772
Aircraft rent	—			102,408			475			—			102,883
Maintenance materials and repairs	—			158,417			2,949			—			161,366
Aircraft and passenger servicing	—			107,459			—			—			107,459
Commissions and other selling	42			94,976			57			(108		)	94,967
Depreciation and amortization	—			80,927			2,860			—			83,787
Other rentals and landing fees	—			86,763			—			—			86,763
Purchased services	400			78,428			645			(45		)	79,428
Special items	—			23,450			—			—			23,450
Other	3,957			96,128			1,451			(165		)	101,371
Total	4,399			1,612,151			8,437			(318		)	1,624,669
Operating Income (Loss)	(4,399		)	375,272			(3,001		)	—			367,872
Nonoperating Income (Expense):
Undistributed net income of subsidiaries	183,830			—			—			(183,830		)	—
Other nonoperating special items	—			(50,202		)	—			—			(50,202		)
Interest expense and amortization of debt discounts and issuance costs	—			(23,292		)	—			—			(23,292		)
Interest income	216			4,264			—			—			4,480
Capitalized interest	—			6,258			—			—			6,258
Losses on fuel derivatives	—			(10,228		)	—			—			(10,228		)
Other, net	—			(10,132		)	—			—			(10,132		)
Total	184,046			(83,332		)	—			(183,830		)	(83,116		)
Income (Loss) Before Income Taxes	179,647			291,940			(3,001		)	(183,830		)	284,756
Income tax expense (benefit)	(2,514		)	105,108			—			—			102,594
Net Income (Loss)	$	182,161		$	186,832		$	(3,001	)	$	(183,830	)	$	182,162
Comprehensive Income (Loss)	$	204,088		$	208,754		$	(3,001	)	$	(205,753	)	$	204,088

Condensed Consolidating Balance Sheets

September 30, 2018



	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	9,706	$	328,848		$	7,487		$	—		$	346,041
Restricted cash	—		—			—			—			—
Short-term investments	—		245,307			—			—			245,307
Accounts receivable, net	25		125,602			1,065			(158		)	126,534
Spare parts and supplies, net	—		32,646			—			—			32,646
Prepaid expenses and other	197		94,898			197			—			95,292
Total	9,928		827,301			8,749			(158		)	845,820
Property and equipment at cost	—		2,656,671			90,713			—			2,747,384
Less accumulated depreciation and amortization	—		(616,828		)	(14,352		)	—			(631,180		)
Property and equipment, net	—		2,039,843			76,361			—			2,116,204
Long-term prepayments and other	—		187,484			376			—			187,860
Deferred tax assets, net	—		—			—			—			—
Goodwill and other intangible assets, net	—		120,263			808			—			121,071
Intercompany receivable	—		403,074			—			(403,074		)	—
Investment in consolidated subsidiaries	1,365,950		—			—			(1,365,950		)	—
TOTAL ASSETS	$	1,375,878	$	3,577,965		$	86,294		$	(1,769,182	)	$	3,270,955
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	911	$	138,685		$	1,771		$	(158	)	$	141,209
Air traffic liability	—		648,795			4,318			—			653,113
Other accrued liabilities	—		136,529			291			—			136,820
Current maturities of long-term debt, less discount, and capital lease obligations	—		105,414			37			—			105,451
Total	911		1,029,423			6,417			(158		)	1,036,593
Long-term debt and capital lease obligations	—		607,975			4,608			—			612,583
Intercompany payable	391,766		—			11,308			(403,074		)	—
Other liabilities and deferred credits:												=sum(C32:I32)
Accumulated pension and other post-retirement benefit obligations	—		169,484			—			—			169,484
Other liabilities and deferred credits	—		279,067			1,132			—			280,199
Deferred tax liabilities, net	—		188,895			—			—			188,895
Total	—		637,446			1,132			—			638,578
Shareholders’ equity	983,201		1,303,121			62,829			(1,365,950		)	983,201
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,375,878	$	3,577,965		$	86,294		$	(1,769,182	)	$	3,270,955

Condensed Consolidating Balance Sheets

December 31, 2017 ^(a)



	Parent Issuer / Guarantor		Subsidiary Issuer / Guarantor			Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	57,405	$	125,861		$	7,687		$	—		$	190,953
Restricted cash	—		1,000			—			—			1,000
Short-term investments	—		269,297			—			—			269,297
Accounts receivable, net	25		139,008			1,455			(209		)	140,279
Spare parts and supplies, net	—		35,361			—			—			35,361
Prepaid expenses and other	171		78,933			82			—			79,186
Total	57,601		649,460			9,224			(209		)	716,076
Property and equipment at cost	—		2,326,249			74,562			—			2,400,811
Less accumulated depreciation and amortization	—		(546,831		)	(11,717		)	—			(558,548		)
Property and equipment, net	—		1,779,418			62,845			—			1,842,263
Long-term prepayments and other	—		193,449			183			—			193,632
Deferred tax assets, net	31,845		—			—			(31,845		)	—
Goodwill and other intangible assets, net	—		120,695			1,155			—			121,850
Intercompany receivable	—		392,791			—			(392,791		)	—
Investment in consolidated subsidiaries	1,137,941		—			—			(1,137,941		)	—
TOTAL ASSETS	$	1,227,387	$	3,135,813		$	73,407		$	(1,562,786	)	$	2,873,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	622	$	138,818		$	1,574		$	(209	)	$	140,805
Air traffic liability	—		584,366			4,727			—			589,093
Other accrued liabilities	32		147,211			350			—			147,593
Current maturities of long-term debt, less discount, and capital lease obligations	—		59,470			—			—			59,470
Total	654		929,865			6,651			(209		)	936,961
Long-term debt and capital lease obligations	—		511,201			—			—			511,201
Intercompany payable	381,608		—			11,183			(392,791		)	—
Other liabilities and deferred credits:												0
Accumulated pension and other post-retirement benefit obligations	—		220,788			—			—			220,788
Other liabilities and deferred credits	—		224,500			1,105			—			225,605
Deferred tax liabilities, net	—		165,986			—			(31,845		)	134,141
Total	—		611,274			1,105			(31,845		)	580,534
Shareholders’ equity	845,125		1,083,473			54,468			(1,137,941		)	845,125
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,227,387	$	3,135,813		$	73,407		$	(1,562,786	)	$	2,873,821

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2018



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities	$	(4,236	)	$	446,810		$	1,506		$	—		$	444,080
Cash Flows From Investing Activities:
Net payments to affiliates	(11,300		)	(39,980		)	—			51,280			—
Additions to property and equipment, including pre-delivery deposits	—			(373,099		)	(12,999		)	—			(386,098		)
Proceeds from the sale and sale leaseback of aircraft and aircraft related equipment	—			117,143			—			—			117,143
Purchases of investments	—			(159,648		)	—			—			(159,648		)
Sales of investments	—			182,816			—			—			182,816
Net cash used in investing activities	(11,300		)	(272,768		)	(12,999		)	51,280			(245,787		)
Cash Flows From Financing Activities:
Long-term borrowings	—			86,500			—			—			86,500
Repayments of long-term debt and capital lease obligations	—			(53,734		)	(7		)	—			(53,741		)
Debt issuance costs	—			(1,108		)	—			—			(1,108		)
Dividend payments	(18,327		)	—			—			—			(18,327		)
Net payments from affiliates	39,980			—			11,300			(51,280		)	—
Repurchases of common stock	(53,894		)	—			—			—			(53,894		)
Other	78			(3,713		)	—			—			(3,635		)
Net cash provided by (used in) financing activities	(32,163		)	27,945			11,293			(51,280		)	(44,205		)
Net increase (decrease) in cash and cash equivalents	(47,699		)	201,987			(200		)	—			154,088
Cash, cash equivalents, & restricted cash - Beginning of Period	57,405			126,861			7,687			—			191,953
Cash, cash equivalents, & restricted cash - End of Period	$	9,706		$	328,848		$	7,487		$	—		$	346,041

Condensed Consolidating Statements of Cash Flows

Nine months ended September 30, 2017



	Parent Issuer / Guarantor			Subsidiary Issuer / Guarantor			Non- Guarantor Subsidiaries			Eliminations			Consolidated
	(in thousands)
Net Cash Provided By (Used In) Operating Activities	$	(3,491	)	$	300,820		$	(1,852	)	$	—		$	295,477
Cash Flows From Investing Activities:
Net payments to affiliates	(2,500		)	(52,507		)	—			55,007			—
Additions to property and equipment, including pre-delivery deposits	—			(208,759		)	(3,776		)	—			(212,535		)
Proceeds from the sale and sale leaseback of aircraft and aircraft related equipment	—			33,511			—			—			33,511
Purchases of investments	—			(171,485		)	—			—			(171,485		)
Sales of investments	—			183,930			—			—			183,930
Net cash used in investing activities	(2,500		)	(215,310		)	(3,776		)	55,007			(166,579		)
Cash Flows From Financing Activities:
Repayments of long-term debt and capital lease obligations	—			(52,463		)	—			—			(52,463		)
Debt issuance costs	—			(188		)	—			—			(188		)
Net payments from affiliates	52,507			—			2,500			(55,007		)	—
Repurchases of Common Stock	(50,486		)	—			—			—			(50,486		)
Other	86			(7,789		)	—			—			(7,703		)
Net cash provided by (used in) financing activities	2,107			(60,440		)	2,500			(55,007		)	(110,840		)
Net increase (decrease) in cash and cash equivalents	(3,884		)	25,070			(3,128		)	—			18,058
Cash, cash equivalents, & restricted cash - Beginning of Period	67,629			254,985			8,377			—			330,991
Cash, cash equivalents, & restricted cash - End of Period	$	63,745		$	280,055		$	5,249		$	—		$	349,049

Income Taxes

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This Quarterly Report on Form 10-Q 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, statements related to our financial statements and results of operations; any expectations of operating expenses, deferred revenue, interest rates, tax rates, income taxes, deferred tax assets, valuation allowances or other financial items; expectations regarding industry capacity, our operating performance, available seat miles, operating revenue per available seat mile and operating cost per available seat mile for the fourth quarter of 2018; our expected fleet as of September 30, 2019; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; the availability of financing; statements regarding our intention to pay quarterly dividends and the amounts thereof, if any; statements regarding our ability and intention to repurchase our shares; changes in our fleet plan and related cash outlays; committed capital expenditures; expected cash payments related to our post-retirement plan obligations; estimated financial charges; expected delivery of new aircraft and engines; the impact of accounting standards on our financial statements; the effects of any litigation on our operations or business; the effects of our fuel and currency risk hedging policies; the fair value and expected maturity of our debt obligations; our estimated contractual obligations; and 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,” “could,” “may,” 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 assumptions 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.

Factors that could affect such forward-looking statements include, but are not limited to: our ability to accurately forecast quarterly and annual results; global economic volatility; macroeconomic developments; political developments; our dependence on the tourism industry; the price and availability of fuel; foreign currency exchange rate fluctuations; competitive pressures, including the potential impact of increasing industry capacity between North America and Hawai’i; fluctuations in demand for transportation in the markets in which we operate, including due to the occurrence of natural disasters, such as hurricanes, earthquakes and tsunamis; maintenance of privacy and security of customer-related information and compliance with applicable federal and foreign privacy or data security regulations or standards; our dependence on technology and automated systems; our reliance on third-party contractors; satisfactory labor relations; our ability to attract and retain qualified personnel and key executives; successful implementation of growth strategy and cost reduction goals; adverse publicity; risks related to the airline industry; our ability to obtain and maintain adequate facilities and infrastructure; seasonal and cyclical volatility; the effect of applicable state, federal and foreign laws and regulations; increases in insurance costs or reductions in coverage; the limited number of suppliers for aircraft, aircraft engines and parts; our existing aircraft purchase agreements; delays in aircraft or engine deliveries or other loss of fleet capacity; our ability to continue to generate sufficient cash flow to support the payment of a quarterly dividend; changes in our future capital needs; fluctuations in our share price; our financial liquidity; and our ability to implement our growth strategy. 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 also include the risks, uncertainties, and assumptions discussed from time to time in our public filings and public announcements, including, but not limited to, our risk factors set out in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 . All forward-looking statements included in this Report 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 of this quarterly report. The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

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 U.S. mainland (the North America routes and collectively with the Neighbor Island routes, referred to as our Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, and Asia (the International routes), collectively referred to as our “Scheduled Operations.” In addition, we operate various charter flights. We are the largest airline headquartered in the State of Hawai‘i and the tenth largest domestic airline in the United States based on revenue passenger miles reported by the Research and Innovative Technology Administration Bureau of Transportation Statistics for the month of June 2018, the latest available data. As of September 30, 2018 , we had 7,152 active employees.

General information about us is available at https://www.hawaiianairlines.com . Information contained on our website is not incorporated by reference into, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless expressly noted. 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 file them with, or furnish them to, the Securities and Exchange Commission.

Financial Highlights


•	GAAP net income in the third quarter of $93.5 million , or $1.84 per diluted share.


•	Adjusted net income in the third quarter of $96.7 million , or $1.91 per diluted share.


•	Pre-tax margin for the third quarter of 15.4% .


•	Unrestricted cash and cash equivalents and short-term investments of $591.3 million .

See “Results of Operations” below for further discussion of changes in revenue and operating expense. See “Non-GAAP Financial Measures” below for our reconciliation of non-GAAP measures.

Outlook

Looking ahead, industry capacity increases in North America and certain parts of our International network are expected to continue through the fourth quarter of 2018. We expect our available seat miles during the three months ending December 31, 2018 to increase by 4.5% to 6.5% compared to the prior year period. While demand for travel to Hawaii remains robust, impacts from weather-related disruptions and the current pricing environment result in our expectation of operating revenue per available seat mile to be between down 2.5% to up 0.5%. We expect operating cost per available seat mile during the three months ending December 31, 2018 to be up 2.3% to 5.8% compared to the prior year period.

Partnerships

Together with Japan Airlines, we filed an application with the U.S. Department of Transportation (DOT) and Japan's Ministry of Land, Infrastructure, Transport and Tourism (MLIT) seeking antitrust immunity to create a joint venture that promises significant consumer benefits and the opportunity for service expansion. We further enhanced our comprehensive partnership with Japan Airlines with the announcement of reciprocal frequent flyer benefits for HawaiianMiles and JAL Mileage Bank members, which became effective in October 2018. The joint venture and enhanced program are the first two phases of the comprehensive partnership launched in March 2018 with codeshare flights. The Company has not yet received approval and does not anticipate operations commencing under the joint venture until 2019.

Fleet Summary

In July 2018, we entered into an agreement for the purchase of 10 Boeing 787-9 "Dreamliner" aircraft with purchase rights for an additional 10 aircraft. We expect those aircraft to be delivered starting in 2021 and, thus, they are not reflected in the table below. The table below summarizes our total fleet as of September 30, 2017 and 2018 , and expected fleet as of September 30, 2019 (based on existing executed agreements):



	September 30, 2017			September 30, 2018			September 30, 2019
Aircraft Type	Leased (2)	Owned	Total	Leased (2)	Owned	Total	Leased (2)	Owned	Total
A330-200	11	13	24	12	12	24	12	12	24
A321neo	—	—	—	2	7	9	2	14	16
767-300	7	1	8	4	2	6	—	—	—
717-200	5	15	20	5	15	20	5	15	20
ATR 42-500 (1)	—	3	3	—	4	4	—	4	4
ATR 72-200 (3)	—	3	3	—	3	3	—	3	3
Total	23	35	58	23	43	66	19	48	67


(1)	The ATR 42-500 turboprop aircraft are owned by Airline Contract Maintenance & Equipment, Inc., a wholly-owned subsidiary of the Company.


(2)	Leased aircraft include aircraft under both capital and operating leases.


(3)	The ATR 72-200 turboprop aircraft are used for our cargo operations.

Results of Operations

For the three months ended September 30, 2018 , we generated net income of $93.5 million , or $1.84 per diluted share, compared to net income of $71.6 million , or $1.34 per diluted share, for the same period in 2017 . For the nine months ended September 30, 2018 , we generated net income of $201.6 million , or $3.96 per diluted share, compared to net income of $182.2 million , or $3.39 per diluted share, for the same period in 2017 . During the first quarter of 2018, we extended our partnership with Barclaycard US, Hawaiian's co-branded credit card partner. The new agreement continues through 2024 and includes improved economics and enhanced product offerings for our cardholders.

Selected Consolidated Statistical Data (unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	(in thousands, except as otherwise indicated)
Scheduled Operations (a) :
Revenue passengers flown	3,035			3,000			8,943			8,588
Revenue passenger miles (RPM)	4,554,393			4,290,499			12,918,174			12,187,344
Available seat miles (ASM)	5,347,156			4,946,678			15,098,431			14,203,112
Passenger revenue per RPM (Yield)		15.31	¢		15.58	¢		15.20	¢		15.23	¢
Passenger load factor (RPM/ASM)	85.2		%	86.7		%	85.6		%	85.8		%
Passenger revenue per ASM (PRASM)		13.04	¢		13.52	¢		13.01	¢		13.07	¢
Total Operations (a) :
Revenue passengers flown	3,039			3,001			8,949			8,592
RPM	4,557,706			4,293,095			12,921,666			12,190,846
ASM	5,352,976			4,950,800			15,104,500			14,208,624
Operating revenue per ASM (RASM)		14.18	¢		14.47	¢		14.17	¢		14.02	¢
Operating cost per ASM (CASM)		12.02	¢		11.05	¢		12.55	¢		11.43	¢
CASM excluding aircraft fuel, loss on sale of aircraft, contract terminations expense, and special items (b)		8.94	¢		8.83	¢		9.32	¢		9.04	¢
Aircraft fuel expense per ASM (c)		3.05	¢		2.22	¢		2.98	¢		2.23	¢
Revenue block hours operated	55,147			49,384			155,369			141,955
Gallons of aircraft fuel consumed	72,133			67,160			206,032			193,404
Average cost per gallon of aircraft fuel (actual) (c)	$	2.26		$	1.64		$	2.18		$	1.64


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


(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 a reconciliation of non-GAAP measures.


(c)	Includes applicable taxes and fees.

Operating Revenue

During the three and nine months ended September 30, 2018 , operating revenue increased by $42.9 million , or 6.0% , and $147.4 million , or 7.4% , respectively, as compared to the prior year periods, driven by increased passenger revenue and is discussed further below:

Passenger revenue

For the three and nine months ended September 30, 2018 , passenger revenue increased by $28.6 million , or 4.3% , and $107.6 million , or 5.8% , respectively, as compared to the prior year periods. Details of these changes are described in the table below:



	Three months ended September 30, 2018 as compared to three months ended September 30, 2017								Nine months ended September 30, 2018 as compared to nine months ended September 30, 2017
	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)
Domestic	$	4.9	(3.0	)%	4.2	%	7.4	%	$	52.9	(1.9	)%	5.7	%	8.0	%
International	23.7		3.1		10.2		9.5		54.7		5.2		6.5		3.2
Total scheduled	$	28.6	(1.7	)%	6.2	%	8.1	%	$	107.6	(0.2	)%	6.0	%	6.3	%

Domestic

For the three and nine months ended September 30, 2018 , revenue on our domestic routes increased by $4.9 million , or 1.0% , and $52.9 million , or 3.8% , respectively, as compared to the prior year periods. The increase was due to an increase in overall passengers flown in our North America routes of 5.4% and 6.5% for the three and nine months ended September 30, 2018, respectively, partially offset by a slight decrease in average fare prices. Passengers flown on our Neighbor Island routes were down 3.3% in the three months ended September 30, 2018 driven by reduction in travel associated with the impacts of two hurricanes impacting the State of Hawaii and volcanic activity on the Big Island of Hawaii. During the year we expanded our operations and now have direct routes that go between Maui, Hawaii and Portland, Oregon (January 2018), Kona, Hawaii and Los Angeles, California (March 2018), Lihue, Hawaii and Los Angeles, California (May 2018), Honolulu, Hawaii and Long Beach, California (May 2018), Maui, Hawaii and San Diego, California (June 2018), and Lihue, Hawaii and Oakland, California (July 2018 - expansion to daily service). In September 2018, we announced our new direct route between Honolulu, Hawaii and Boston, Massachusetts, which will commence in April 2019.

International

For the three and nine months ended September 30, 2018 , revenue on our international routes increased by $23.7 million , or 13.7% , and $54.7 million , or 12.0% , respectively, as compared to the prior year periods. During the three months ended September 30, 2018 , the overall passengers flown increased by 11.0% and average fares increased by 1.9% as compared to the prior year period. During the nine months ended September 30, 2018 , the overall passengers flown increased by 6.7% and average fares increased by 5.7% as compared to the prior year period.

Operating Expense

Operating expenses were $643.3 million and $547.2 million for the three months ended September 30, 2018 and 2017 , respectively, and $1.9 billion and $1.6 billion for the nine months ended September 30, 2018 and 2017 , respectively. Increases (decreases) in operating expenses for the three and nine months ended September 30, 2018 , as compared to the prior year periods, are detailed below:



	Increase / (decrease) for the three months ended September 30, 2018 compared to the three months ended September 30, 2017					Increase / (decrease) for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
	$			%		$			%
Operating expenses	(in thousands)					(in thousands)
Wages and benefits	$	15,583		9.7	%	$	50,134		10.7	%
Aircraft fuel, including taxes and delivery	52,821			48.0		132,981			42.0
Maintenance, materials and repairs	7,722			15.6		14,863			9.2
Aircraft and passenger servicing	4,530			12.1		9,748			9.1
Commissions and other selling	(459		)	(1.4	)	1,515			1.6
Aircraft rent	(3,427		)	(9.7	)	(9,350		)	(9.1	)
Other rentals and landing fees	2,238			7.2		8,463			9.8
Depreciation and amortization	7,926			27.9		17,750			21.2
Purchased services	7,773			31.4		15,676			19.7
Contract terminations expense	—			—		35,322			100.0
Special items	—			—		(23,450		)	(100.0	)
Other	1,340			3.7		16,606			16.4
Total	$	96,047		17.6	%	$	270,258		16.6	%

Wages and benefits

Wages and benefits expense increased by $15.6 million , or 9.7% , and $50.1 million , or 10.7% , for the three and nine months ended September 30, 2018 , respectively as compared to the prior year periods. The increases were the result of higher salary expense, driven by increased wage rates and headcount.

Aircraft fuel

Aircraft fuel expense increased during the three and nine months ended September 30, 2018 , as compared to the prior year period, primarily due to the increase in the average fuel price per gallon and an increase in consumption as illustrated in the following table:



	Three months ended September 30,						Nine months ended September 30,
	2018		2017		% Change		2018		2017		% Change
	(in thousands, except per-gallon amounts)						(in thousands, except per-gallon amounts)
Aircraft fuel expense, including taxes and delivery	$	162,932	$	110,111	48.0	%	$	449,404	$	316,423	42.0	%
Fuel gallons consumed	72,133		67,160		7.4	%	206,032		193,404		6.5	%
Average fuel price per gallon, including taxes and delivery	$	2.26	$	1.64	37.8	%	$	2.18	$	1.64	32.9	%

We believe economic fuel expense is a good 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 our 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:



	Three months ended September 30,							Nine months ended September 30,
	2018			2017		% Change		2018			2017		% Change
	(in thousands, except per-gallon amounts)							(in thousands, except per-gallon amounts)
Aircraft fuel expense, including taxes and delivery	$	162,932		$	110,111	48.0	%	$	449,404		$	316,423	42.0	%
Realized losses (gains) on settlement of fuel derivative contracts	(8,085		)	2,787		NM		(24,572		)	2,100		NM
Economic fuel expense	$	154,847		$	112,898	37.2	%	$	424,832		$	318,523	33.4	%
Fuel gallons consumed	72,133			67,160		7.4	%	206,032			193,404		6.5	%
Economic fuel costs per gallon	$	2.15		$	1.68	28.0	%	$	2.06		$	1.65	24.8	%

See Item 3, "Quantitative and Qualitative Disclosures About Market Risk" for additional discussion of our aircraft fuel costs and related hedging program.

Maintenance, materials and repairs

Maintenance, materials and repairs expense increased $7.7 million , or 15.6% , and $14.9 million , or 9.2% , for the three and nine months ended September 30, 2018 , respectively as compared to the prior year periods. On a per ASM basis, maintenance, materials and repairs expense increased 7.0% and 2.7%, respectively as compared to the prior year periods, primarily driven by higher rates on our aircraft maintenance agreements and the timing of scheduled maintenance events.

Aircraft and passenger servicing

Aircraft and passenger servicing expense increased by $4.5 million , or 12.1% , and $9.7 million , or 9.1% , for the three and nine months ended September 30, 2018 , respectively as compared to the prior year periods. The increase was a direct result of our higher number of passengers flown on our long-haul routes, which resulted in an increase in various aircraft and passenger servicing expenses such as our food and beverage and ground handling costs.

Aircraft rent

Aircraft rent expense decreased by $3.4 million , or 9.7% and $9.4 million , or 9.1% , for the three and nine months ended September 30, 2018 , respectively as compared to the prior year periods. As described below under Contract terminations expense during the first quarter of 2018, we entered into a transaction with a lessor to early terminate three Boeing 767-300 aircraft leases and concurrently entered into a forward sale agreement for the same three Boeing 767-300 aircraft, including two Pratt & Whitney 4060 engines for each aircraft. As we now own these aircraft, the amount of aircraft rent expense has been reduced.

Depreciation and amortization

Depreciation and amortization expense increased by $7.9 million , or 27.9% , and $17.8 million , or 21.2 %, for the three and nine months ended September 30, 2018 , respectively, as compared to the prior year periods, due to the increase in the number of owned aircraft, specifically the addition of eight Airbus A321neo aircraft we took delivery of and placed in service, including those under capital lease, since September 30, 2017 .

Purchased services

Purchased services expense increased by $7.8 million , or 31.4% , and $15.7 million , or 19.7% , for the three and nine months ended September 30, 2018 , respectively, as compared to the prior year periods. The increase was primarily attributed to an increase in third-party vendor IT services and an increase in services associated with our cargo operations.

Contract terminations expense

During the nine months ended September 30, 2018 , we terminated two contracts which incurred a total of $35.3 million in expense. The transactions are described below:

In February 2018, we exercised our right to terminate the aircraft purchase agreement with Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. To terminate the purchase agreement, we were obligated to repay Airbus for concessions received relating to a prior firm order, training credits, as well as forfeit the pre-delivery progress payments made towards the flight equipment. We recorded a contract terminations expense to reflect a portion of the termination penalty within our Consolidated Statements of Operations.

In January 2018, we entered into a transaction with a lessor to early terminate three Boeing 767-300 aircraft leases and concurrently entered into a forward sale agreement for the same three Boeing 767-300 aircraft, including two Pratt & Whitney 4060 engines for each aircraft. These aircraft were previously accounted for as operating leases. In order to exit the lease and purchase the aircraft, we agreed to pay a total of $67.1 million (net of all deposits) of which a portion was expensed immediately and recognized as a contract termination fee. The expensed amount represents the total purchase price amount over fair value of the aircraft purchased as of the date of the transaction.

Special items

In April 2017, we executed a sale leaseback transaction with an independent third party for three Boeing 767-300 aircraft. The lease term for the three aircraft commenced in April 2017 and goes through November 2018, December 2018, and January 2019, respectively. During the three and nine months ended September 30, 2017 , we recorded a loss on sale of aircraft of $4.8 million .

In March 2017, we received notice from ALPA that our negotiated contract agreement was ratified by ALPA's members. The agreement became effective April 1, 2017. The agreement included, among other various benefits, a pay adjustment and ratification bonus computed based on previous service. During the nine months ended September 30, 2017 , we expensed $18.7 million principally related to a one-time payment to reduce our future 401K employer contribution for certain pilot groups, which was not recoverable once paid.

Other expenses

Other expenses increased by $16.6 million or 16.4% , for the nine months ended September 30, 2018 , as compared to the prior year period. During the period, there was an increase in personnel related expenses for our crew members (e.g. meals, lodging, etc.) due to increased operations. Other components of our Other expense line item include, but are not limited to: communication costs, professional and technical fees, insurance costs, legal fees, and other miscellaneous expenses.

Nonoperating Income (Expense)

Net nonoperating expense decreased by $55.0 million , or 101.7% , and $97.7 million , or 117.6% for the three and nine months ended September 30, 2018 , respectively, as compared to the prior year periods. The decrease in expense was primarily attributable to the termination of the Merged Plan and partial settlement of the pilots' other post-retirement medical plan liability in August 2017. In connection with these transactions, we recorded one-time Other nonoperating special charges of $35.2 million related to the Merged Plan termination and $15.0 million related to the other post-retirement medical plan partial settlement. The decrease in expense was also attributed to a $27.1 million gain on fuel derivatives for the nine months ended September 30, 2018 as compared to a $10.2 million loss in the prior year period driven by an increase in average fuel prices. As described in Note 9 to our Consolidated Financial Statements, we entered into two debt agreements denominated in Japanese Yen during the nine months ended September 30, 2018 . The fluctuation in foreign exchange rates at each balance sheet date is reflected within the nonoperating income (expense) line item. The foreign currency fluctuation for the three and nine months ended September 30, 2018 was $2.3 million , respectively.

Income Taxes

Our effective tax rate was 19.9% and 37.7% for the three months ended September 30, 2018 and 2017 , respectively and 22.4% and 36.0% for the nine months ended September 30, 2018 and 2017 , respectively. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible items. The effective tax rate for the three and nine months ended September 30, 2018 also reflects the reduced federal corporate income tax rate as a result of the enactment of the Tax Act in December 2017. During the three and nine months ended September 30, 2018 , we recorded a discrete item of $6.7 million to reflect the impact of the Tax Act on discretionary contributions made to our defined benefit and other postretirement plans related to our 2017 tax returns. We adjusted our estimated liability under SAB 118 by reducing the prior year liability to reflect the tax benefit at a higher income tax rate for the additional contributions made. Further adjustments of other provisional estimates that were recorded at December 31, 2017 may be necessary as we finalize our tax filings in the fourth quarter.

Liquidity and Capital Resources

Our liquidity is dependent on the cash we generate from operating activities and our debt financing arrangements. As of September 30, 2018 , we had $346.0 million in cash and cash equivalents and $245.3 million in short-term investments, an increase of $131.1 million from December 31, 2017 .

We have been able to generate sufficient funds from our operations to meet our working capital requirements and finance our aircraft acquisitions through secured debt and lease financings. At September 30, 2018 , we had approximately $718.0 million of debt and capital lease obligations, including approximately $105.5 million classified as a current liability in our unaudited Consolidated Balance Sheets. See the Contractual Obligations table below for a description of our estimated contractual obligations as of September 30, 2018 .

We also have access to a secured revolving credit and letter of credit facility of $225 million, maturing in December 2019. As of September 30, 2018 , we had no outstanding borrowings under the revolving credit facility. During the nine months ended September 30, 2018 , we executed two foreign-denominated debt agreements with a total principal value of $86.5 million , which are collateralized by aircraft.

Cash Flows

Cash flows from operating activities continue to provide our primary source of liquidity. We generated positive cash flows from operations of $444.1 million and $295.5 million for the nine months ended September 30, 2018 and 2017, respectively. We had higher operating cash flows in 2018 as a result of the terminated Merged Plan and partial settlement of our pilots' other post-retirement medical plan in 2017 as discussed above and in Note 11. Our operating cash flows were also impacted by changes in working capital, including the seasonality of advanced ticket sales.

Net cash used in investing activities was $245.8 million for the nine months ended September 30, 2018 due to purchases of property and equipment, specifically the purchase of five Airbus A321neos along with progress payments for future aircraft commitments and other flight equipment, offset by proceeds of $117.1 million resulting from the disposition of two B767 aircraft and the sale and subsequent leaseback of an A330-200 aircraft accounted for as an operating lease during the period.

Net cash used in financing activities was $44.2 million for the nine months ended September 30, 2018 due to $53.9 million of repurchases of our common stock in the period, $53.7 million in repayments of our long-term debt and lease obligations, and $18.3 million in dividend payments during the year offset by the origination of $86.5 million in debt.

Capital Commitments

As of September 30, 2018 , 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
A321neo aircraft	9	9	Between 2018 and 2020
B787-9 aircraft	10	10	Between 2021 and 2025

Pratt & Whitney spare engines:
A321neo spare engines	3	2	Between 2018 and 2019
General Electric GEnx spare engines:
B787-9 spare engines	2	2	Between 2021 and 2025

In the first quarter of 2018, we exercised our right to terminate our aircraft purchase agreement with Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. In July 2018, we executed a purchase agreement for the purchase of 10 Boeing 787-9 "Dreamliner" aircraft with purchase rights for an additional 10 aircraft. In October 2018, we entered into an agreement for the selection of GEnx engines to power our Boeing 787-9 fleet. The agreements provide for the purchase of 20 GEnx engines, the right to purchase an additional 20 GEnx engines and the purchase of up to four spare engines. The committed expenditures for these agreements are reflected within our Contractual Obligations Table.

In order to complete the purchase of these aircraft and fund related costs, we may need to secure additional financing. We have backstop financing available from aircraft and engine manufacturers, subject to certain customary conditions. We are also currently exploring various financing alternatives, and while we believe that such financing will be available to us, there can be no assurance that financing will be available when required, or on acceptable terms, or at all. The inability to secure such financing could have an impact on our ability to fulfill our existing purchase commitments and a material adverse effect on our operations.

Stock Repurchase Program and Dividends

In November 2017, our Board of Directors approved a stock repurchase program pursuant to which we may repurchase up to $100 million of our outstanding common stock over a two -year period through December 2019. The stock repurchase program is subject to further modification or termination at any time. We spent $31.2 million and $53.9 million to repurchase and retire approximately 0.8 million shares and 1.4 million shares of the Company's common stock in open market transactions during the three and nine months ended September 30, 2018 , respectively. As of September 30, 2018 , we had $46.1 million remaining to spend under our stock repurchase program.

During the three months ended September 30, 2018 , we declared and paid cash dividends of $0.12 per share, or $6.1 million, which was paid on August 31, 2018, to stockholders of record as of August 17, 2018. During the nine months ended September 30, 2018 , we declared and paid total cash dividends of $18.3 million .

Credit Card Holdbacks

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 unaudited Consolidated Balance Sheets set forth in our unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, totaled $1.0 million as of December 31, 2017 . As of September 30, 2018 , there were no holdbacks held with its credit card processors.

In the event of a material adverse change in our business, the holdbacks could increase to an amount up to 100% of the outstanding credit card amounts that is unflown (e.g. air traffic liability), which would also result in an increase in our required level of restricted cash. If we are unable to obtain a waiver of, or otherwise mitigate the increase in the restriction of cash, it could have a material adverse impact on our operations.

Pension and Postemployment Benefit Plan Funding

During the three and nine months ended September 30, 2018 , we made a discretionary contribution of $50.0 million to our defined benefit and other postretirement plans. During the three and nine months ended September 30, 2017 , we contributed $14.2 million and $28.6 million , respectively, to our defined benefit and other post-retirement plans (excluding the one-time special charge transactions discussed in this Part I. Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Nonoperating Income (Expense)") to our defined benefit and other post-retirement plans during the three and nine months ended September 30, 2017 . Future funding requirements for our defined benefit plans are dependent upon many factors such as interest rates, funded status, applicable regulatory requirements and the level and timing of asset returns.

Critical Accounting Policies

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, revenues and expenses, and related disclosures of contingent assets and liabilities as of the date of the financial statements. Actual results may differ from these estimates under different assumptions and/or conditions.

Critical accounting policies and estimates are defined as those accounting policies and accounting estimates that are reflective of significant judgments and uncertainties that potentially result in materially different results under different assumptions and conditions. For a detailed discussion of the application of our critical accounting policies, see Note 2 herein, "Significant Accounting Policies," and the section, titled “Critical Accounting Policies and Estimates,” and Note 1, “Summary of Significant Accounting Policies,” to our Consolidated Financial Statements for the year ended December 31, 2017 , each

included in our Annual Report on Form 10-K, Updates to those policies since the issuance of our 2017 Annual Report are below.

We adopted ASC 606 as of January 1, 2018, utilizing the full retrospective option. The adoption of the standard has had a significant impact on our financial statements and our critical accounting policies. See Note 2 and Note 5 to our Consolidated Financial Statements above for additional information including estimated quantification of the overall effect. A summary of our significant critical accounting policies as it pertains to the adoption is below.

Revenue Recognition

HawaiianMiles, Hawaiian's frequent flyer travel award program, provides a variety of awards to program members based on accumulated mileage. ASC 606 requires us to account for miles earned by passengers in the HawaiianMiles program through flight activity as a component of the passenger revenue ticket transaction at the estimated selling price of the miles. Ticket consideration received is allocated between the performance obligations, primarily travel and miles earned by passengers. The allocated value of the miles is deferred until the free travel or other award is used by the passenger, at which time it is included in passenger revenue. The value of the ticket used in the determination of the estimated selling price is based on the historical value of equivalent flights to those provided for loyalty awards and the related miles redeemed to obtain that award adjusted for breakage or fulfillment. The ETV includes a fulfillment discount (breakage) to reflect the value of the award ticket over the number of miles that, based on historical experience, will be needed to obtain the award. On a quarterly basis, we calculate the equivalent ticket value (ETV) by analyzing the fares of similar tickets for the prior 12 months, considering cabin class and geographic region.

We also sell mileage credits to companies participating in our frequent flyer program. These contracts generally include multiple performance obligations, including the transportation that will ultimately be provided when the mileage credits are redeemed and marketing and brand related activities. The marketing and brand performance obligations are effectively provided each time a HawaiianMiles member uses the co-branded credit card and monthly access to customer lists and marketing is provided, which corresponds to the timing of when we issue or are obligated to issue the mileage credits to the HawaiianMiles member. Therefore, we recognize revenue for the brand performance obligation when HawaiianMiles members use their co-brand credit card and the resulting mileage credits are issued to them, which best correlates with our performance toward satisfying the obligation.

Accounting for frequent flyer revenue involves the use of various techniques to estimate revenue. To determine the total estimated transaction price, we forecast future credit card activity based on historical data. The relative selling price is determined using management’s estimated standalone selling price of each performance obligation. The objective of using the estimated selling price based methodology is to determine the price at which we would transact a sale if the product or service were sold on a standalone basis. Accordingly, we determine our best estimate of selling price by considering multiple inputs and methods including, but not limited to, discounted cash flows, brand value, published selling prices, number of miles awarded and number of miles redeemed. We estimate the selling price of miles using an ETV adjusted for a fulfillment discount as described above.

Miles expire after 18 months of member account inactivity. We review our breakage estimates annually based upon the latest available information regarding redemption and expiration patterns (e.g., credit card and non-credit card holders). Our estimate of the expected expiration of miles requires significant management judgment. Current and future changes to expiration assumptions or to the expiration policy, or to program rules and program could affect the estimated value of a mile.

Passenger revenue

Passenger revenue associated with unused tickets, which represent unexercised passenger rights, is recognized in proportion to

the pattern of rights exercised by related passengers (e.g. scheduled departure dates). To calculate the portion to be recognized

as revenue in the period, we utilize historical information and apply the trend rate to the current air traffic liability balances for that specific period.

Contractual Obligations

Our estimated contractual obligations as of September 30, 2018 are summarized in the following table:



Contractual Obligations	Total		Remaining in 2018		2019 - 2020		2021 - 2022		2023 and thereafter
	(in thousands)
Debt and capital lease obligations (1)	$	895,634	$	18,807	$	200,895	$	200,441	$	475,491
Operating leases—aircraft and related equipment (2)	586,932		28,414		196,799		142,523		219,196
Operating leases—non-aircraft	126,293		2,007		15,091		13,615		95,580
Purchase commitments - Capital (3)	2,024,279		98,658		493,839		720,834		710,948
Purchase commitments - Operating (4)	453,846		16,517		117,628		103,638		216,063
Projected employee benefit contributions (5)	31,900		—		12,500		10,000		9,400
Total contractual obligations	$	4,118,884	$	164,403	$	1,036,752	$	1,191,051	$	1,726,678


(1)	Amounts reflect capital lease obligations for one Airbus A330-200 aircraft, two Boeing 717-200 aircraft, two Airbus A321neo aircraft, one Airbus A330 flight simulator, and aircraft and IT related equipment.


(2)	Amounts reflect leases for eleven Airbus A330-200 aircraft, four Boeing 767-300 aircraft, and three Boeing 717-200 aircraft.


(3)	Amounts include our firm commitments for aircraft and aircraft related equipment.

(4)

Amounts include commitments for services provided by third-parties for aircraft maintenance for our Airbus fleet, accounting, IT, capacity purchases, and the estimated rental payments for a cargo and maintenance hangar. 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.


(5)	Amounts include our estimated minimum contributions to our pension plans (based on actuarially determined estimates) and contributions to 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.

Off-Balance Sheet Arrangements

During the periods presented we did not have, nor do we currently have, any off-balance sheet arrangements as defined under the applicable rules of the SEC.

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 many 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.

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:


•	Changes in fair value of derivative contracts, net of tax, are based on market prices for open contracts as of the end of the reporting period. This line item includes the unrealized amounts of fuel derivatives (not designated as hedges) that will settle in future periods and the reversal of prior period unrealized amounts. We believe that excluding the impact

of these derivative adjustments helps investors analyze our operational performance and compare our results to other airlines in the periods presented below.


•	Unrealized loss (gain) on foreign debt is based on fluctuations in foreign exchanges rates related to foreign-denominated debt agreements we executed during the three months ended June 30, 2018. We believe that excluding the impact of these amounts helps investors analyze our operational performance and compare our results to other airlines in the periods presented below.


•	Loss (gain) on sale of aircraft is the result of adjustments to the final purchase price of our Boeing 767-300 aircraft included in a forward sale agreement we entered in January 2018. During three and nine months ended September 30, 2018 , we recoded a loss on the sale of two Boeing 767-300 aircraft covered under the forward sale agreement of $1.8 million.

•

On April 1, 2017, our agreement with the Airline Pilots Association covering our pilots for a term of 63 months became effective. The agreement includes, among various other benefits, a pay adjustment and ratification bonus computed based on previous service. During the three months ended March 31, 2017, we expensed $18.7 million principally related to a one-time payment to reduce our future 401K employer contribution for certain pilot groups, which is not recoverable once paid. The loss on sale of aircraft was a result of a sale-leaseback transaction covering three Boeing 767 aircraft as part of the planned exit from our Boeing 767 fleet, which resulted in a non-cash loss of $4.8 million.

•

During the nine months ended September 30, 2018 , we terminated two contracts which incurred a total of $35.3 million in contract terminations expense. In February 2018, we exercised our right to terminate the purchase agreement with Airbus for six Airbus A330-800neo aircraft and the purchase rights for an additional six Airbus A330-800neo aircraft. We recorded a contract terminations expense to reflect a portion of the termination penalty. In January 2018, we entered into a transaction with our lessor to early terminate and purchase three Boeing 767-300 aircraft leases and concurrently entered into a forward sale agreement for the same three Boeing 767-300 aircraft, including two Pratt & Whitney 4060 engines for each aircraft. These aircraft were previously accounted for as operating leases. In order to exit the leases and purchase the aircraft, we agreed to pay a total of $67.1 million (net of all deposits) of which a portion was expensed immediately and recognized as a lease termination fee. The expensed amount represents the total purchase price over fair value of the aircraft purchased as of the date of the transaction.


•	In August 2017, we terminated the Merged Plan and settled a portion of our pilots' other post-retirement medical plan liability. In connection with the reduction of these liabilities we recorded one-time Other nonoperating special charges of $35.2 million related to the Merged Plan termination and $15.0 million related to the other post-retirement (OPEB) medical plan partial settlement.



	Three months ended September 30,												Nine months ended September 30,
	2018						2017						2018						2017
	Total			Diluted Per Share			Total			Diluted Per Share			Total			Diluted Per Share			Total			Diluted Per Share
	(in thousands, except for per share data)
GAAP net income, as reported	$	93,542		$	1.84		$	71,622		$	1.34		$	201,564		$	3.96		$	182,162		$	3.39
Add: changes in fair value of derivative contracts	4,590			0.09			(6,069		)	(0.11		)	(2,492		)	(0.05		)	8,128			0.15
Add: unrealized loss (gain) on foreign debt	(2,267		)	(0.04		)	—			—			(2,331		)	(0.05		)	—			—
Add: loss on sale of aircraft	1,844			0.04			—			—			1,844			$	0.04		—			$	—
Add: contract terminations expense	—			—			—			—			35,322			$	0.69		—			$	—
Add: special items	—			—			—			—			—			—			23,450			0.44
Add: other nonoperating special items	—			—			50,202			0.93			—			—			50,202			0.92
Deduct: tax effect of adjustments	(1,042		)	(0.02		)	(16,091		)	(0.30		)	(8,086		)	(0.16		)	(29,817		)	(0.55		)
Adjusted net income	$	96,667		$	1.91		$	99,664		$	1.86		$	225,821		$	4.43		$	234,125		$	4.35

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 and special items. These amounts are included in CASM, but for internal purposes we consistently use unit cost metrics that exclude fuel and special items (if applicable) to measure and monitor our costs.

CASM and CASM-excluding aircraft fuel, (loss) gain on sale of aircraft, contract terminations expense, and special items, are summarized in the table below:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	(in thousands, except as otherwise indicated)
GAAP operating expenses	$	643,261		$	547,214		$	1,894,927		$	1,624,669
Less: aircraft fuel, including taxes and delivery	(162,932		)	(110,111		)	(449,404		)	(316,423		)
Less: loss on sale of aircraft	(1,844		)	—			(1,844		)	—
Less: contract terminations expense	—			—			(35,322		)	—
Less: special items	—			—			—			(23,450		)
Adjusted operating expenses - excluding aircraft fuel, loss on sale of aircraft, contract terminations expense, and special items	$	478,485		$	437,103		$	1,408,357		$	1,284,796
Available Seat Miles	5,352,976			4,950,800			15,104,500			14,208,624
CASM - GAAP		12.02	¢		11.05	¢		12.55	¢		11.43	¢
Less: aircraft fuel	(3.05		)	(2.22		)	(2.98		)	(2.23		)
Less: loss on sale of aircraft	(0.03		)	—			(0.01		)	—
Less: contract terminations expense	—			—			(0.24		)	—
Less: special items	—			—			—			(0.16		)
CASM - excluding aircraft fuel, loss on sale of aircraft, contract terminations expense, and special items		8.94	¢		8.83	¢		9.32	¢		9.04	¢

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to certain market risks, including commodity price risk (e.g., aircraft fuel prices), interest rate risk and foreign currency risk. We have market-sensitive instruments in the form of financial derivatives used to offset our exposure to aircraft fuel price increases and financial hedge instruments used to hedge our exposure to foreign currency exchange risk. The adverse effects of potential changes in these market risks are discussed below.

The sensitivity analyses presented below 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 25% and 24% of our operating expenses for the three and nine months ended September 30, 2018 , respectively, and 20% for each of the three and nine months ended September 30, 2017 . Approximately 72% of our fuel was based on Singapore jet fuel prices, 25% was based on U.S. West Coast jet fuel prices, and 3% was based on other jet fuel prices. Based on the amount of fuel expected to be consumed for the remainder of 2018 , for every one cent increase in the cost of a gallon of jet fuel, our fuel expense would increase by approximately $0.3 million .

We periodically enter into derivative financial instruments to manage our exposure to changes in the price of jet fuel. During the three and nine months ended September 30, 2018 , our fuel hedge program primarily consisted of crude oil call options and jet fuel swaps. 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. With call options, we are hedged against spikes in crude oil prices and during a period of decline in crude oil prices we only forfeit cash previously paid for hedge premiums.

As of September 30, 2018 , we hedged approximately 50% of our projected fuel requirements for the remainder of 2018 with crude oil call options. As of September 30, 2018 , the fair value of these fuel derivative agreements reflected a net asset of $23.6 million , which is recorded as a prepaid expense and other asset in our unaudited Consolidated Balance Sheet.

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

Changes in market interest rates have a direct and corresponding effect on our pre-tax earnings and cash flows associated with interest-bearing cash accounts. Based on the balances of our cash and cash equivalents and restricted cash as of September 30, 2018 , a change in interest rates is unlikely to have a material impact on our results of operations.

As of September 30, 2018 , we had $724.2 million of fixed-rate debt including capital lease obligations, facility agreements for aircraft purchases, and the outstanding equipment notes related to our 2013 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 $6.9 million as of September 30, 2018 .

Foreign Currency

We have debt, 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 significant foreign currency exposures are the Japanese Yen and Australian Dollar. Based on expected remaining 2018 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 $7.1 million and $4.5 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 currencies.

As of September 30, 2018 , the fair value of our foreign currency forward contracts reflected a net asset of $7.8 million and $1.4 million recorded in Prepaid expenses and other (short-term) and Long-term prepayments and other (long-term), respectively, in our unaudited Consolidated Balance Sheets.

As we have foreign-denominated debt, the amount of debt owed will be impacted by the fluctuations in Japanese Yen. A 10% decrease in the value of the U.S. dollar, relative to the Japanese Yen, would result in an increase of our losses by approximately $7.0 million .

ITEM 4. CONTROLS AND PROCEDURES.

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 Securities Exchange Act of 1934, as amended (the "Exchange Act")), which have been designed to permit us to effectively identify and timely disclose important information. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of September 30, 2018 to provide reasonable assurance that the information required to be disclosed by the Company in reports it files under the Exchange Act, as amended, 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018 which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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, will be 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 effectiveness of controls 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any litigation that is expected to have a significant effect on our operations or business.

ITEM 1A. RISK FACTORS.

See Part I, Item 1A., “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 for a detailed discussion of the risk factors affecting our business, results of operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table displays information with respect to our repurchases of shares of our common stock during the three months ended September 30, 2018 :



Period	Total number of shares purchased (i)	Average price paid per share (ii)		Total number of shares purchased as part of publicly announced plans or programs (i)	Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) (i)
July 1, 2018 - July 31, 2018	—	$	—	—
August 1, 2018 - August 31, 2018	99,031	42.41		99,031
September 1, 2018 - September 30, 2018	681,207	39.56		681,207
Total	780,238			780,238	$	46.1


(ii)	In November 2017, our Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase up to $100 million of our outstanding common stock over a two -year period through December 2019. The stock repurchase program is subject to further modification or termination at any time.


(ii)	Weighted average price paid per share is calculated on a settlement basis and excludes commission.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.



Exhibit No.		Description

10.1‡		Aircraft General Terms Agreement Number AGTA-HWI, dated as of July 18, 2018, between The Boeing Company and Hawaiian Airlines, Inc.‡

10.2‡		Purchase Agreement No. PA-04749, dated as of July 18, 2018, between The Boeing Company and Hawaiian Airlines, Inc. ‡

12		Computation of ratio of earnings to fixed charges for the nine months ended September 30, 2018 and years ended December 31, 2017, 2016, 2015, 2014 and 2013.

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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		HAWAIIAN HOLDINGS, INC.


Date:	October 24, 2018	By:	/s/ Shannon L. Okinaka
			Shannon L. Okinaka
			Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

CONFIDENTIAL TREATMENT REQUESTED

Certain portions of this document have been omitted pursuant to a request for Confidential Treatment and, where applicable, have been marked with “[***]” to indicate where omissions have been made. The confidential material has been filed separately with the Securities and Exchange Commission.

AIRCRAFT GENERAL TERMS AGREEMENT AGTA-HWI

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

[***] 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.

BOEING PROPRIETARY



ARTICLES	TABLE OF CONTENTS	PAGE NUMBER
1.	Subject Matter of Sale	1
2.	Price, Taxes and Payment	1
3.	Regulatory Requirements and Certificates	3
4.	Detail Specification; Changes	4
5.	Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance	4
6.	Delivery	5
7.	Excusable Delay	6
8.	Risk Allocation/Insurance	7
9.	Assignment, Resale or Lease	8
10.	Termination for Certain Events	9
11.	Notices	10
12.	Miscellaneous	10
EXHIBITS
A	Buyer Furnished Equipment Provisions Document
B	Customer Support Document
C	Product Assurance Document
D	Escalation Adjustment
APPENDICES
I	Insurance Certificate
II	Purchase Agreement Assignment
III	Post-Delivery Sale Notice
IV	Post-Delivery Lease Notice
V	Purchaser’s/Lessee’s Agreement
VI	Owner Appointment of Agent - Warranties
VII	Contractor Confidentiality Agreement
VIII	Post-Delivery Sale with Lease to Seller
IX	Sale with Lease
X	Post-Delivery Security

[***] 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.

BOEING PROPRIETARY

AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-HWI

between

The Boeing Company and

Hawaiian Airlines, Inc.

Relating to BOEING AIRCRAFT

This Aircraft General Terms Agreement Number AGTA-HWI ( AGTA ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) will apply to all Boeing aircraft contracted for purchase from Boeing by Customer after the effective date of this AGTA.

Article 1. U Subject Matter of Sale U .

1.1 U Aircraft U . Boeing will manufacture and sell to Customer and Customer will purchase from Boeing aircraft under purchase agreements that incorporate the terms and conditions of this AGTA.

1.2 U Buyer Furnished Equipment U . Exhibit A, Buyer Furnished Equipment Provisions Document to the AGTA, contains the obligations of Customer and Boeing with respect to equipment purchased and provided by Customer, which Boeing will receive, inspect, store, and install in an aircraft before delivery to Customer. This equipment is defined as Buyer Furnished Equipment (BFE) .

1.3 U Customer Support U . Exhibit B, Customer Support Document to the AGTA, contains the obligations of Boeing relating to Materials (as defined in Part 3 thereof), training, services, and other things in support of aircraft.

1.4 U Product Assurance U . Exhibit C, Product Assurance Document to the AGTA, contains the obligations of Boeing and the suppliers of equipment installed in each aircraft at delivery relating to warranties, patent indemnities, software copyright indemnities, and service life policies.

Article 2. U Price, Taxes, and Payment U .


2.1	U Price U .

2.1.1 Airframe Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 717-200, 737-600, 737-700, 737-800, and 737-900, the Airframe Price includes the engine price at its basic thrust level.)

2.1.2 Optional Features Prices are defined as the prices for optional features selected by Customer for a specific model of aircraft described in a purchase agreement.

2.1.3 Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase agreement (not applicable to Models 717-200, 737-600, 737-700, 737-800, and 737-900).

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2.1.4 Aircraft Basic Price is defined as the sum of the Airframe Price, Optional Features Prices, and the Engine Price, if applicable.

2.1.5 Escalation Adjustment is defined as the price adjustment to the Airframe Price (which includes the basic engine price for Models 717-200, 737-600, 737-700, 737-800, and 737-900) and the Optional Features Prices resulting from the calculation using the economic price formula contained in Exhibit D Escalation Adjustment to the AGTA. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment to the applicable purchase agreement.

2.1.6 Advance Payment Base Price is defined as the estimated price of an aircraft, as of the date of signing a purchase agreement, for the scheduled month of delivery of such aircraft using commercial forecasts of the Escalation Adjustment.

2.1.7 Aircraft Price is defined as the total amount Customer is to pay for an aircraft at the time of delivery, which is the sum of the Aircraft Basic Price, the Escalation Adjustment, and other price adjustments made pursuant to the purchase agreement.


2.2	U Taxes U .

2.2.1 U Taxes U . Taxes are defined as all taxes, fees, charges, or duties and any interest, penalties, fines, or other additions to tax, including, but not limited to sales, use, value added, gross receipts, stamp, excise, transfer, and similar taxes imposed by any domestic or foreign taxing authority, arising out of or in connection with the performance of the applicable purchase agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or other things furnished under the applicable purchase agreement. Except for (i) U.S. federal and South Carolina state income taxes imposed on Boeing or Boeing’s assignee, (ii) Washington State or local business and occupation taxes imposed on Boeing or Boeing’s assignee, (iii) Taxes payable as a result of any assignment or transfer by Boeing to Boeing’s assignee, and (iv) Taxes payable by Boeing or Boeing’s assignee in connection with the purchase, import, manufacture, assembly, installation, storage or use of any aircraft, engine, component, equipment, accessory, part, materials or other things (excluding BFE) acquired or furnished by Boeing or Boeing’s assignee prior to the sale, delivery and transfer of such aircraft or other things furnished under the applicable purchase agreement, Customer will be responsible for and pay or reimburse Boeing for all Taxes. Customer is responsible for filing all tax returns, reports, declarations and payment of any taxes imposed on or with respect to BFE.

2.2.2 U Reimbursement of Boeing U . Customer will promptly reimburse Boeing after receipt of written demand, net of additional taxes thereon, for any Taxes that Customer is required by Article 2.2.1 to pay or reimburse and that are imposed on and paid by Boeing or that Boeing is responsible for collecting. Any such demand by Boeing shall be accompanied by appropriate substantiating documentation and invoice. If Boeing or Boeing’s assignee receives a written claim from any taxing authority for any Tax which Customer may be required by Article 2.2.1 to pay or reimburse, Boeing shall give Customer prompt written notice of such claim. If requested by Customer in writing, Boeing may at Customer’s expense, take such action as Customer may reasonably direct with respect to such claim, and any payment by Boeing of such Tax shall be made under protest, if protest is necessary and proper. If payment is made, Boeing shall at Customer’s expense, take such action as Customer may

[***] 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.

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reasonably direct to recover such payment and shall, if requested by Customer, permit Customer in Boeing’s name to file a claim or prosecute an action to recover such payment.


2.3	U Payment U .

2.3.1 U Advance Payment Schedule U . Customer will make advance payments to Boeing for each aircraft in the amounts and on the dates indicated in the schedule set forth in the applicable purchase agreement.

2.3.2 U Payment at Delivery U . Customer will pay any unpaid balance of the Aircraft Price at the time of delivery of each aircraft.

2.3.3 U Form of Payment U . Customer will make all payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing.

2.3.4 U Monetary and Government Regulations U . Customer is responsible for complying with all monetary control regulations and for obtaining necessary governmental authorizations related to payments.

Article 3. U Regulatory Requirements and Certificates U .

3.1 U Certificates U . Boeing will manufacture each aircraft to conform to the appropriate Type Certificate issued by the United States Federal Aviation Administration ( FAA ) for the specific model of aircraft and will obtain from the FAA and furnish to Customer at delivery of each aircraft either a Standard Airworthiness Certificate or an Export Certificate of Airworthiness issued pursuant to Part 21 of the Federal Aviation Regulations.

3.2 U FAA or Applicable Regulatory Authority Manufacturer Changes U .

3.2.1 A Manufacturer Change is defined as any change to an aircraft, data relating to an aircraft, or testing of an aircraft required by the FAA to obtain a Standard Airworthiness Certificate, or by the country of import and/or registration to obtain an Export Certificate of Airworthiness.

3.2.2 Boeing will bear the cost of incorporating all Manufacturer Changes into the aircraft:

(i) resulting from requirements issued by the FAA prior to the date of the Type Certificate for the applicable aircraft;

(ii) resulting from requirements issued by the FAA prior to the date of the applicable purchase agreement; and

(iii) for any aircraft delivered during the 18 month period immediately following the date of the applicable purchase agreement (regardless of when the requirement for such change was issued by the FAA).

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3.2.3 Customer will pay Boeing's charge for incorporating all other Manufacturer Changes into the aircraft, including all changes for validation of an aircraft required by any governmental agency of the country of import and/or registration.

3.3 U FAA Operator Changes U .

3.3.1 An Operator Change is defined as a change in equipment that is required by Federal Aviation Regulations which (i) is generally applicable to transport category aircraft to be used in United States certified air carriage and (ii) the required compliance date is on or before the scheduled delivery month of the aircraft.

3.3.2 Boeing will deliver each aircraft with Operator Changes incorporated or, at Boeing’s option, with suitable provisions for the incorporation of such Operator Changes, and Customer will pay Boeing's applicable charges.

3.4 U Export License U . If an export license is required by United States law or regulation for any aircraft or any other things delivered under the purchase agreement, it is Customer's obligation to obtain such license. If requested, Boeing will assist Customer in applying for any such export license. Customer will furnish any required supporting documents.

Article 4. U Detail Specification; Changes U .

4.1 U Configuration Changes U . The Detail Specification is defined as the Boeing document that describes the configuration of each aircraft purchased by Customer. The Detail Specification for each aircraft may be amended (i) by Boeing to reflect the incorporation of Manufacturer Changes and Operator Changes or (ii) by the agreement of the parties. In either case the amendment will describe the particular changes to be made and any effect on design, performance, weight, balance, scheduled delivery month, Aircraft Basic Price, Aircraft Price, and/or Advance Payment Base Price.

4.2 U Development Changes U . Development Changes are defined as changes to aircraft that are deemed necessary to correct defects, improve the Aircraft, prevent delay or ensure compliance with the applicable purchase agreement, and do not affect the Aircraft Price or scheduled delivery month, and do not adversely affect guaranteed weight, guaranteed performance, or compliance with the interchangeability or replaceability requirements set forth in the applicable Detail Specification. Boeing may, at its option, incorporate Development Changes into the Detail Specification and into an aircraft prior to delivery to Customer, provided, however, that Boeing will provide to Customer a written explanation of its reasons for making such changes.

4.3 U Notices U . Boeing will promptly notify Customer of any amendments to a Detail Specification and will furnish to Customer revised pages for the Detail Specification.


Article 5.	U Representatives, Inspection, Demonstration Flights, Test Data and Performance Guarantee Compliance U .

5.1 U Office Space U . Twelve months before delivery of the first aircraft purchased, and continuing until the delivery of the last aircraft on firm order, Boeing will furnish, free of charge, suitable

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office space and equipment for the accommodation of up to [***] representatives of Customer in or conveniently located near the assembly plant.

5.2 U Inspection U . Customer's representatives may inspect each aircraft at any reasonable time, provided such inspection does not interfere with Boeing's performance of its obligations under the applicable purchase agreement.

5.3 U Demonstration Flights U . Prior to delivery, Boeing will test fly each aircraft for such periods as may be required to demonstrate to Customer the functioning of the aircraft and its equipment using Boeing's production flight test procedures. The aggregate duration of such flights shall not be less than one and one half hours nor more than the number of hours reasonably necessary to effect corrections to any defect in the functioning of the aircraft and its equipment. Customer may designate up to [***] (or more if consented to by Boeing) representatives to participate as observers.

5.4 U Test Data; Performance Guarantee Compliance U . Performance Guarantees are defined as the written guarantees in a purchase agreement regarding the operational performance of an aircraft. Boeing will furnish to Customer flight test data obtained on an aircraft of the same model, certified as correct by Boeing, to evidence compliance with the Performance Guarantees. Performance Guarantees will be met if reasonable engineering interpretations and calculations based on the flight test data establish that the particular aircraft being delivered under the applicable purchase agreement would, if actually flown, comply with the guarantees.

5.5 U Special Aircraft Test Requirements U . Boeing may use an aircraft for [***]. Flight tests conducted pursuant to this paragraph 5.5 shall in the aggregate not extend beyond the flight time or elapsed time reasonably required to complete the tests in 5.5 (a) (i) or (ii) hereof. Such tests will be limited to [***] unless Customer consent is provided. Such flight testing will not impact long-term durability and fuel burn efficiency of the Aircraft.

Article 6. U Delivery U .

6.1 U Notices of Delivery Dates U . Boeing will notify Customer as soon as possible, but no later than at least [***] prior to the scheduled delivery month, of the approximate scheduled delivery week and Boeing shall notify Customer as soon as possible but not later than [***] prior to the scheduled delivery month of the target delivery date.

6.2 U Place of Delivery U . Each aircraft will be delivered at a facility [***] in the same state as the primary assembly plant for the aircraft or in such other location as mutually agreed by Boeing and Customer as long as there is not additional tax liability to Boeing. If delivery is made at an alternate site, [***] as a result thereof.

6.3 U Bill of Sale U . At delivery of an aircraft, Boeing will provide Customer a bill of sale conveying good title, free and clear of all liens, encumbrances, and rights of others, and that it will warrant and defend such titled against all claims and demands whatsoever.

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6.4 U Delay U . If Customer delays acceptance of an aircraft beyond the scheduled delivery date, Customer will [***]. Boeing will use reasonable efforts to mitigate costs and expenses incurred by Boeing as a result of such delay.

Article 7. U Excusable Delay .

7.1 General . Boeing will not be liable for any delay in the scheduled delivery month of an aircraft or other performance under a purchase agreement caused by [***]. A delay resulting from any such cause is defined as an Excusable Delay .

7.2 Notice . Boeing will give written notice to Customer (i) of a delay as soon as Boeing concludes that an aircraft will be delayed beyond the scheduled delivery month due to an Excusable Delay and, when known, (ii) of a revised delivery month based on Boeing’s appraisal of the facts.

7.3 U Delay in Delivery of [***] or Less U . If the revised delivery month is [***] or less after the scheduled delivery month, Customer will accept such aircraft when tendered for delivery, subject to the following:

7.3.1 The calculation of the Escalation Adjustment will be based on the previously scheduled delivery month.

7.3.2 The advance payment schedule will be adjusted to reflect the revised delivery month.

7.3.3 All other provisions of the applicable purchase agreement, including the BFE on-dock dates for the delayed aircraft, are unaffected by an Excusable Delay unless mutually agreed.

7.4 U Delay in Delivery of More Than Twelve Months U . If the revised delivery month is more than [***] after the scheduled delivery month, either party may terminate the applicable purchase agreement with respect to such aircraft within [***] of the notice described in Article 7.2 above. If either party does not terminate the applicable purchase agreement with respect to such aircraft, all terms and conditions of the applicable purchase agreement will remain in effect or the parties can mutually agree to revised terms as necessary.

7.5 U Aircraft Damaged Beyond Repair U . If an aircraft is destroyed or damaged beyond repair for any reason before delivery, Boeing will give written notice to Customer within [***] of such destruction or damage, specifying the earliest month possible, consistent with Boeing's other contractual commitments and production capabilities, in which Boeing can deliver a replacement. Customer will have [***] from receipt of such notice to elect to have Boeing manufacture a replacement aircraft under the same terms and conditions of purchase, except that the calculation of the Escalation Adjustment will be based upon the scheduled delivery month in effect immediately prior to the date of such notice, or, failing such election, the applicable purchase agreement will terminate with respect to such aircraft. Boeing will not be obligated to manufacture a replacement aircraft if reactivation of the production line for the specific model of aircraft would be required.

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7.6 U Termination U . Termination under this Article will discharge all obligations and liabilities of Boeing and Customer with respect to any aircraft and all related undelivered Materials (as defined in Exhibit B, Customer Support Document), training, services, and other things terminated under the applicable purchase agreement, [***]. If Customer terminates the applicable purchase agreement as to any aircraft, Boeing may elect, by written notice to Customer within 30 days, to purchase from Customer any BFE related to the aircraft at the invoice prices paid, or contracted to be paid, by Customer.

7.7 U Exclusive Rights U . The termination rights in this Article are in substitution for all other rights of termination or any claim arising by operation of law due to delays in performance covered by this Article.

Article 8. U Risk Allocation/Insurance U .


8.1	U Title and Risk with Boeing U .’

8.1.1 U Boeing's Indemnification of Customer U . Boeing will indemnify and hold harmless Customer and Customer's observers from and against all claims and liabilities, including all costs, expenses and attorneys' fees incident thereto or incident to establishing the right to indemnification, for injury to or death of any person(s), including employees of Boeing but not employees of Customer, or for loss of or damage to any property, including an aircraft, arising out of or in any way related to the operation of an aircraft during all demonstration and test flights conducted under the provisions of the applicable purchase agreement, prior to transfer of title to the aircraft to Customer, whether or not arising in tort or occasioned by the negligence of Customer or any of Customer’s observers.

8.1.2 U Definition of Customer U . For the purposes of this Article, "Customer" is defined as Hawaiian Airlines, Inc., its divisions, subsidiaries, affiliates, the assignees of each, and their respective directors, officers, employees, and agents.


8.2	U Insurance U .

8.2.1 U Insurance Requirements U . Customer will purchase and maintain insurance acceptable to Boeing and will provide a certificate of such insurance that names Boeing as an additional insured on Customer’s hull and aviation liability policies for any and all claims and liabilities for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any aircraft, arising out of or in any way relating to Materials, training, services, or other things provided under Exhibit B of the AGTA, which will be incorporated by reference into the applicable purchase agreement, whether or not arising in tort or occasioned by the negligence of Boeing, except with respect to legal liability to persons or parties other than Customer or Customer's assignees arising out of an accident caused solely by a product defect in an aircraft. Customer will provide such certificate of insurance at time of scheduled delivery of each aircraft under a purchase agreement. The insurance certificate will reference each aircraft delivered to Customer pursuant to each applicable purchase agreement. Annual renewal certificates will be submitted to Boeing before the expiration of the policy periods. The form of the insurance certificate, attached as Appendix I, states the terms, limits, provisions, and coverages required by this Article 8.2.1. The failure

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of Boeing to demand compliance with this 8.2.1 in any year will not in any way relieve Customer of its obligations hereunder nor constitute a waiver by Boeing of these obligations.

8.2.2 U Noncompliance with Insurance Requirements U . If Customer fails to comply with any of the insurance requirements of Article 8.2.1 or if any of the insurers fails to pay a claim covered by the insurance or otherwise fails to meet any of insurer’s obligations required by Appendix I, Customer will provide the same protection to Boeing as that required by Article 8.2.1 above.

8.2.3 U Definition of Boeing. U For purposes of this article, "Boeing" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, assignees of each, and their respective directors, officers, employees, and agents.

Article 9. U Assignment, Resale, or Lease U .

9.1 U Assignment U . This AGTA and each applicable purchase agreement are for the benefit of the parties and their respective successors and assigns. No rights or duties of either party may be assigned or delegated, or contracted to be assigned or delegated, without the prior written consent of the other party, except:

9.1.1 Either party may assign its interest to a corporation that (i) results from any merger, reorganization, or acquisition of such party and (ii) acquires substantially all the assets of such party;

9.1.2 Boeing may assign its rights to receive money; and

9.1.3 Boeing may assign any of its rights and duties to any wholly-owned subsidiary of Boeing.

9.1.4 Boeing may assign any of its rights and duties with respect to Part 1, Articles 1, 2, 4 and 5 of Exhibit B, Customer Support Document to the AGTA, to Flight Safety Boeing Training International L.L.C.

9.2 U Transfer by Customer at Delivery U . Boeing will take any requested action reasonably required for the purpose of causing an aircraft, at time of delivery, to be subject to an equipment trust, conditional sale, lien, or other arrangement for Customer to finance the aircraft. However, no such action will require Boeing to divest itself of title to or possession of the aircraft until delivery of and payment for the aircraft. A sample form of assignment acceptable to Boeing is attached as Appendix II.

9.3 U Sale or Lease by Customer After Delivery U . If, following delivery of an aircraft, Customer sells or leases the aircraft (including any sale and lease-back to seller for financing purposes), Customer may assign some or all of its rights with respect to the aircraft under the applicable purchase agreement to the purchaser or lessee of such aircraft, and all such rights will inure to the benefit of such purchaser or lessee effective upon Boeing's receipt of the written agreement of the purchaser or lessee, in a form satisfactory to Boeing, to comply with all applicable terms and conditions of the applicable

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purchase agreement. Sample forms of notice to Boeing of such assignments giving examples of language acceptable to Boeing are attached as Appendices III, IV, VIII, IX and X.

9.4 U Notice of Sale or Lease After Delivery U . Customer will give notice to Boeing as soon as practicable of the sale or lease of an aircraft, including in the notice the name of the entity or entities with title and/or possession of such aircraft.

9.5 U Exculpatory Clause in Post-Delivery Sale or Lease U . If, following the delivery of an aircraft, Customer sells or leases such aircraft and obtains from the transferee any form of exculpatory clause protecting Customer from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue, or profit, Customer shall obtain for Boeing the purchaser’s or lessee’s written agreement to be bound by terms and conditions substantially as set forth in Appendix V. This Article 9.5 applies only if purchaser or lessee has not provided to Boeing the written agreement described in Article 9.3 above.

9.6 U Appointment of Agent - Warranty Claims U If, following delivery of an aircraft, Customer appoints an agent to act directly with Boeing for the administration of claims relating to the warranties under the applicable purchase agreement, Boeing will deal with the agent for that purpose, effective upon Boeing's receipt of the agent's written agreement, in a form satisfactory to Boeing, to comply with all applicable terms and conditions of the applicable purchase agreement. A sample form of agreement acceptable to Boeing is attached as Appendix VI.

9.7 U No Increase in Liability U . No action taken by either party relating to the resale or lease of an aircraft or the assignment of that party’s rights under the applicable purchase agreement will subject the other party to any liability beyond that in the applicable purchase agreement or modify in any way the other party’s obligations under the applicable purchase agreement.

9.8

Article 10. U Termination of Purchase Agreements for Certain Events U .

10.1 U Termination U . If either party

(i) ceases doing business as a going concern, or suspends all or substantially all its business operations, or makes an assignment for the benefit of creditors, or generally does not pay its debts as they become due, or admits in writing its inability to pay its debts; or

(ii) petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; commences any legal proceeding such as bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation available for the relief of financially distressed debtors; or becomes the object of any such proceeding, unless the proceeding is dismissed or stayed within a reasonable period, not to exceed 60 days,

the other party may terminate any purchase agreement with respect to any undelivered aircraft, Materials, training, services, and other things by giving written notice of termination.

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10.2 U Repayment of Advance Payments U . If Customer terminates the applicable purchase agreement under this Article, Boeing will [***] by Boeing from Customer with respect to undelivered aircraft.

Article 11. U Notices U .

All notices required by this AGTA or by any applicable purchase agreement will be in English, will be effective on the date of receipt, and will be delivered or transmitted by any customary means to the appropriate address or number listed below:



Customer	Hawaiian Airlines, Inc. 3375 Koapaka Street, Suite G-350 Honolulu, Hawaii 96819 Attention: Executive Vice President, Chief Financial Officer Cc: Vice President General Counsel Facsimile:



Boeing	Boeing Commercial Airplane Group P.O. Box 3707 Seattle, Washington 98124-2207 U.S.A. Courier to: Building 25-20 1901 Oakesdale Ave. SW Renton, Wa. 98055 USA Attention: Vice President - Contracts Mail Code 21-34 Facsimile:

Article 12. U Miscellaneous U .

12.1 U Government Approval U . Boeing and Customer will assist each other in obtaining any governmental consents or approvals required to effect certification and sale of aircraft under the applicable purchase agreement.

12.2 U Headings U . Article and paragraph headings used in this AGTA and in any purchase agreement are for convenient reference only and are not intended to affect the interpretation of this AGTA or any purchase agreement.

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12.3 U GOVERNING LAW U . THIS AGTA AND ANY PURCHASE AGREEMENT WILL BE INTERPRETED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCEPT THAT WASHINGTON'S CHOICE OF LAW RULES SHALL NOT BE INVOKED FOR THE PURPOSE OF APPLYING THE LAW OF ANOTHER JURISDICTION.

12.4 U Waiver/Severability U . Failure by either party to enforce any provision of this AGTA or any purchase agreement will not be construed as a waiver. If any provision of this AGTA or any provision of any purchase agreement are held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the AGTA or the applicable purchase agreement will remain in effect.

12.5 .Survival of Obligations . The Articles and Exhibits of this AGTA including but not limited to those relating to insurance, DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES will survive termination or cancellation of any purchase agreement or part thereof.

12.6 AGTA Changes . The intent of the AGTA is to simplify the standard contracting process for terms and conditions which are related to the sale and purchase of all Boeing aircraft. This AGTA has been mutually agreed to by the parties as of the date indicated below. From time to time the parties may elect, by mutual agreement to update, or modify the existing articles as written. If such changes are made, any existing executed Purchase Agreement(s) will be governed by the terms and conditions of the Revision level of the AGTA in effect based on the date of the executed Purchase Agreement.

12.7 .Sample Certificates and Forms. The Certificates and Forms attached as appendices to the AGTA are samples which illustrate a form or certificate acceptable to Boeing. Boeing agrees to consider reasonable changes requested by Customer.

DATED AS OF July 18, 2018

HAWAIIAN AIRLINES, INC. THE BOEING COMPANY

By: /s/ John F. Schaefer, Jr. By: /s/ James P. Drinkwater

Its: Vice President and Treasurer Its: Attorney In Fact

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EXHIBIT A

AIRCRAFT GENERAL TERMS AGREEMENT AGTA-HWI

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

U BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

[***] 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.

AGTA-HWI BOEING PROPRIETARY

U BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


1.	U General U .

Certain equipment to be installed in the Aircraft is furnished to Boeing by Customer at Customer's expense. This equipment is designated "Buyer Furnished Equipment" (BFE) and is listed in the Detail Specification. Boeing will provide to Customer a BFE Requirements On- Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in sequence installation of BFE as described in the applicable Supplemental Exhibit to this Exhibit A in a purchase agreement at the time of aircraft purchase.


2.	U Supplier Selection U .

Customer will:

2.1 Select and notify Boeing of the suppliers of BFE items by those dates appearing in the Supplemental Exhibit BFE1 to the applicable purchase agreement at the time of aircraft purchase.

2.2 Meet with Boeing and such selected BFE suppliers promptly after such selection

to:


2.2.1	complete BFE configuration design requirements for such BFE; and


2.2.2	confirm technical data submittal requirements for BFE certification.


3.	U Customer's Obligations U .

Customer will:

3.1 comply with and cause the supplier to comply with the provisions of the BFE Document or BFE Report;

3.1.1 deliver technical data (in English) to Boeing as required to support installation and FAA certification in accordance with the schedule provided by Boeing or as mutually agreed upon during the BFE meeting referred to in Article 2.2 above ;

3.1.2 deliver BFE including production and/or flight training spares and BFE Aircraft Software to Boeing in accordance with the quantities and schedule provided therein or as mutually agreed during the BFE meeting referenced in Article 2.2 above; and

3.1.3 assure that all BFE Aircraft Software is delivered in compliance with Boeing’s then-current Standards for Loadable Systems;

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3.1.4 assure that all BFE parts are delivered to Boeing with appropriate quality assurance documentation;

3.2 authorize Boeing to discuss all details of the BFE directly with the BFE suppliers so long as Boeing’s actions do not affect the design (including selection of materials), weight or price of the BFE, unless otherwise required by the FAA or other regulatory agency to satisfy certification requirements. Any changes to on-dock dates as a result of changes to Boeing’s aircraft production schedule will not be communicated to BFE suppliers without Customer’s prior comment;

3.3 authorize Boeing to conduct or delegate to the supplier quality source inspection and supplier hardware acceptance of BFE at the supplier location;

3.3.1 require supplier's contractual compliance to Boeing defined quality assurance requirements, source inspection programs and supplier delegation programs, including availability of adequate facilities for Boeing resident personnel; and

3.3.2 assure that all BFE supplier's quality systems are approved to Boeing’s then current standards for such systems;

3.4 obtain from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for Boeing to copy BFE Aircraft Software. The license is needed to enable Boeing to load the software copies in (i) the aircraft’s mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs, etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media to facilitate copying of the BFE Aircraft Software into the aircraft’s MSD, BFE hardware and/or media, including media as Boeing may deliver to Customer with the aircraft;

3.5 grant Boeing a license, extending the same rights set forth in paragraph 3.4 above, to copy: a) BFE Aircraft Software and data Customer has modified and/or b) other software and data Customer has added to the BFE Aircraft Software;

3.6 provide necessary field service representation, as reasonably required by Boeing, at Boeing's facilities to support Boeing on all issues related to the installation and certification of BFE;

3.7 deal directly with all BFE suppliers to obtain the overhaul data, provisioning data, related product support documentation and any warranty provisions applicable to the BFE;

3.8 work closely with Boeing and the BFE suppliers to resolve any difficulties, including defective equipment, that arise;

3.9 be responsible for modifying, adjusting, and/or calibrating BFE as required for FAA approval and for all reasonable related expenses;

[***] 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.

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3.10 confirm that a proprietary information agreement is in place between Boeing and BFE suppliers prior to Boeing providing any documentation to such suppliers;

3.11 warrant that the BFE will comply with all applicable FARs and the U.S. Food and Drug Administration (FDA) sanitation requirements for installation and use in the aircraft at the time of delivery. Customer will be responsible for supplying any data and adjusting, calibrating, re-testing or updating such BFE and data to the extent necessary to obtain applicable FAA and FDA approval and shall bear the resulting expenses;

3.12 warrant that the BFE will meet the requirements of the Detail Specification; and

3.13 be responsible for providing equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment.


4.	U Boeing's Obligations U .

Other than as set forth below, Boeing will provide for the installation of and install the BFE and obtain certification of the Aircraft with the BFE installed.


5.	U Nonperformance by Customer U .

If Customer's nonperformance of obligations in this Exhibit and in the BFE Document causes [***]. In addition Boeing will have the right to:

5.1 [***]; and/or

5.2 [***].


6.	U Return of Equipment U .

BFE not installed in the Aircraft will be returned to Customer in accordance with Customer's instructions and at Customer's expense in as good condition as when delivered by Customer to Boeing, reasonable wear and tear accepted.


7.	U Title and Risk of Loss U .

With respect to Aircraft manufactured in the State of Washington, title to and risk of loss of BFE provided for such Aircraft will at all times remain with Customer or other owner. Boeing will have only such liability for BFE as a bailee for mutual benefit would have, but will not be liable for loss of use.


8.	U Interchange of BFE

[***] 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.

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To properly maintain Boeing’s production flow and to preserve Boeing’s delivery commitments, Boeing reserves the right, if necessary, due to equipment shortages or failures, to interchange new items of BFE acquired from or for Customer with new items of the same part numbers acquired from or for other customers of Boeing. Used BFE acquired from Customer or from other customers of Boeing will not be interchanged.


9.	U Indemnification of Boeing U .

Customer hereby indemnifies and holds harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys' fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including any Aircraft, arising out of or in any way connected with any nonconformance or defect in any BFE and whether or not arising in tort or occasioned by the negligence of Boeing. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing's installation of the BFE.


10.	U Patent Indemnity U .

Customer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of any actual or alleged infringement of any patent or other intellectual property rights by BFE or arising out of the installation, sale or use of BFE by Boeing.

Exceptions, Limitations and Conditions.

(i) Customer’s obligation to indemnify Boeing for patent infringement will extend only to infringements in countries which, at the time of the infringement, were party to and fully bound by either (a) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or (b) the International Convention for the Protection of Industrial Property (Paris Convention).

(ii) Customer’s obligation to indemnify Boeing for copyright infringement is limited to infringements in countries which, at the time of the infringement, are members of The Berne Union and recognize computer software as a “work” under The Bern Convention.


11.	U Definitions U .

For the purposes of the above indemnities, the term "Boeing" includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents.

[***] 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.

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EXHIBIT B

AIRCRAFT GENERAL TERMS AGREEMENT AGTA-HWI

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

U CUSTOMER SUPPORT DOCUMENT

This document contains:


Part 1:	Maintenance and Flight Training Programs; Operations Engineering Support

Part 2: Field Services and Engineering Support Services

Part 3: Technical Information and Materials

Part 4: Alleviation or Cessation of Performance


Part 5:	Protection of Proprietary Information and Proprietary Materials

[***] 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.

AGTA-HWI BOEING PROPRIETARY

CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING SUPPORT


1.	U Boeing Training Programs U .

1.1 Boeing will provide maintenance training and flight training programs to support the introduction of a specific model of aircraft into service. The training programs will consist of general and specialized courses and will be described in a Supplemental Exhibit to the applicable purchase agreement. All such training and support described in this Exhibit B, including instruction and provision of training aids and materials as set forth herein, shall be provided at no additional charge to Customer.

1.2 Boeing will conduct all training at Boeing's primary training facility for the model of aircraft purchased unless otherwise agreed.

1.3 All training will be presented in the English language. If translation is required, Customer will provide interpreters.

1.4 Customer will be responsible for all expenses of Customer's personnel. Boeing will transport Customer's personnel between their local lodging and Boeing's training facility.


2.	U Training Planning Conferences U .

Customer and Boeing will conduct planning conferences at a mutually agreed time, approximately [***] before the scheduled delivery month of the first aircraft of a model to define and schedule the maintenance and flight training programs.


3.	U Operations Engineering Support U .

3.1 As long as an aircraft purchased by Customer from Boeing is operated by Customer in scheduled revenue service, Boeing will provide operations engineering support. Such support will include:

3.1.1 assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer's operation of aircraft;

3.1.2 assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual aircraft performance;

3.1.3 assistance with solving operational problems associated with delivery and route-proving flights;

[***] 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.

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3.1.4 information regarding significant service items relating to aircraft performance or flight operations; and

3.1.5 if requested by Customer, Boeing will provide operations engineering support during an aircraft ferry flight.


4.	U Training at a Facility Other Than Boeing's U .

If requested by Customer, Boeing will conduct the classroom portions of the maintenance and flight training (except for the Performance Engineer training courses) at a mutually acceptable alternate training site, subject to the following conditions:

4.1 Customer will provide acceptable classroom space, simulators (as necessary for flight training) and training equipment as reasonably required by Boeing to present the courses;

4.2 Customer will [***];

4.3 Customer will [***].

4.4 Customer will [***]; and

4.5 Those portions of training that require the use of training devices not available at the alternate site will be conducted at Boeing's facility or at some other alternate site.


5.	U General Terms and Conditions U .

5.1 Boeing flight instructor personnel will not be required [***]. These foregoing restrictions will not apply to [***] which will be governed by FAA rules and regulations.

5.2 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing's facility, and will include ground support and aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any aircraft while the aircraft is used for flight crew training at Boeing's facility in accordance with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document D6-25470). Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

5.3 If the training is based at Boeing's facility, and the aircraft is damaged during such training, Boeing will make all necessary repairs to the aircraft as promptly as possible. Customer will pay Boeing's reasonable charge, including the price of parts and materials, for making the repairs. If

[***] 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.

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Boeing's estimated labor charge for the repair exceeds $[***], Boeing and Customer will enter into an agreement for additional services before beginning the repair work.

5.4 If the flight training is based at Boeing's facility, several airports in surrounding states may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will be Customer's responsibility to make arrangements for the use of such airports.

5.5 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, [***]. At least [***] before flight training, Customer will provide Boeing [***]. The [***] approximately [***] after flight training is completed, when all [***] have been received and verified. [***].

5.6 If requested by Boeing, and agreed by Customer, in order to provide the flight training or ferry flight assistance, Customer will make available to Boeing an aircraft after delivery to familiarize Boeing instructor or ferry flight crew personnel with such aircraft. If flight of the aircraft is required for any Boeing instructor or ferry flight crew member to maintain an FAA license for flight proficiency or landing currency, Boeing will be responsible for the costs of fuel, oil, landing fees and spare parts attributable to that portion of the flight.

5.7 If any part of the training described in Article 1.1 of this Exhibit is not used by Customer within [***] after the delivery of the last aircraft under the relevant purchase agreement, Boeing will not be obligated to provide such training.

[***] 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.

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CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES


1.	U Field Service Representation U .

Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of an aircraft ( Field Service Representatives ).

1.1 Field Service representation will be available at Customer’s main maintenance or engineering facility beginning no later than [***] before the scheduled delivery month of the first aircraft and ending [***] after delivery of the last aircraft covered by a specific purchase agreement.

1.2 Customer will provide, at no charge to Boeing, suitable furnished office space and office equipment at the location where Boeing is providing Field Service Representatives. As reasonably required, Customer will assist each Field Service Representative with visas, work permits, customs, mail handling, identification passes and formal introduction to local airport authorities.

1.3 Boeing Field Service Representatives are assigned to various airports around the world. Whenever Customer's aircraft are operating through any such airport, the services of Boeing's Field Service Representatives are available to Customer.


2.	U Engineering Support Services U .

Boeing will, if requested by Customer, provide technical advisory assistance and other engineering support services (Engineering Support Services) for any aircraft and Boeing Product (as defined in Part I of Exhibit C). The support services defined in this paragraph 2 shall be provided by Boeing effective as of the date of the first delivery of the aircraft in the applicable purchase agreement and will continue so long as at least one aircraft is operated by Customer in scheduled revenue service. Engineering Support Services, provided from the Seattle area or at a base designated by Customer as appropriate, will include:

2.1 U Operational Problem Support U . If Customer experiences operational problems with an aircraft, Boeing will analyze the information provided by Customer to determine the probable nature and cause of the problem and to suggest possible solutions.

2.2 U Schedule Reliability Support U . If Customer is not satisfied with the schedule reliability of a specific model of aircraft, Boeing will analyze information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions.

2.3 U Maintenance Cost Reduction Support U . If Customer is concerned that actual maintenance costs of a specific model of aircraft are excessive, Boeing will analyze information provided by Customer to determine the nature and cause of the problem and to suggest possible solutions.

[***] 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.

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2.4 U Aircraft Structural Repair Support U . If Customer is designing structural repairs and desires Boeing's support, Boeing will analyze and comment on Customer's engineering releases relating to structural repairs not covered by Boeing's Structural Repair Manual.

2.5 U Aircraft Modification Support U . If Customer is designing aircraft modifications and requests Boeing's support, Boeing will analyze and comment on Customer's engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing's detailed design. Boeing will not analyze or comment on any major structural change unless Customer's request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

2.6 U Facilities, Ground Equipment and Maintenance Planning Support U . Boeing will, at Customer's request, and at no charge to Customer, evaluate Customer's technical facilities, tools and equipment for servicing and maintaining aircraft, to recommend changes where necessary and to assist in the formulation of an initial maintenance plan for the introduction of the aircraft into service.

2.7 U Post-Delivery Service Support U . Boeing will, at Customer's request, perform work on an aircraft after delivery but prior to the initial departure flight or upon the return of the aircraft to Boeing's facility prior to completion of that flight. In that event the following provisions will apply.

2.7.1 Boeing may rely upon the commitment authority of the Customer's personnel requesting the work.

2.7.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.

2.7.3 The provisions of the Boeing warranty in Part 2 of Exhibit C of this AGTA apply.

2.7.4 Customer will pay Boeing for requested work not covered by the Boeing warranty, if any.

2.7.5 The [***] and [***] provisions in Article 11 of Part 2 of Exhibit C of this AGTA apply.

2.8 U Additional Services U . Boeing may, at Customer's request, provide additional services for an aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of aircraft. Such additional services will be subject to a mutually acceptable price, schedule and scope of work. The [***] and the [***] provisions in Article 11 of Part 2 of Exhibit C of this AGTA and the insurance provisions in Article 8.2 of this AGTA will apply to any such work. Title to and risk of loss of any such aircraft will always remain with Customer.

[***] 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.

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CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS

1. U General U .

Materials are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software. Aircraft Software is defined as software that is installed on and used in the operation of the aircraft.

Boeing will furnish to Customer certain Materials to support the maintenance and operation of the aircraft at no additional charge to Customer, except as otherwise provided herein. Such Materials will, if applicable, be prepared generally in accordance with Air Transport Association of America (ATA) Specification No. 100, entitled "Specification for Manufacturers’ Technical Data." Materials will be in English and in the units of measure used by Boeing to manufacture an aircraft.

Digitally-produced Materials will, if applicable, be prepared generally in accordance with ATA Specification No. 2100, dated January 1994, “Digital Data Standards for Aircraft Support.”

2. U Materials Planning Conferences U .

Customer and Boeing will conduct planning conferences approximately [***] before the scheduled delivery month of the first aircraft of a model in order to mutually determine the proper format and quantity of Materials to be furnished to Customer in support of the aircraft.

When available, Customer may select one Boeing digital format as the delivery medium. Should a Boeing digital format not be chosen, Customer may select at no additional charge, a reasonable quantity of printed and 16mm microfilm formats, with the exception of the Illustrated Parts Catalog, which will be provided in one selected format only.

3. U Information and Materials - Incremental Increase U .

Until [***] after the month of delivery of the last aircraft covered by a specific purchase agreement, Customer may annually request in writing a reasonable increase in the quantity of Materials with the exception of microfilm master copies, digital formats, and others for which a specified number of copies are provided. Boeing will provide the additional quantity at no additional charge beginning with the next normal revision cycle. Customer may request a decrease in revision quantities at any time.

4. U Advance Representative Copies U .

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

All advance representative copies of Materials will be selected by Boeing from available sources. Such advance copies will be for advance planning purposes only.

5. U Customized Materials U .

All customized Materials will reflect the configuration of each aircraft as delivered.

6. U Revisions U .

6.1 U Revision Service U . Boeing will provide revisions free of charge to certain Materials to be identified in the planning conference described in paragraph 2 above, conducted for a specific model of aircraft, reflecting changes developed by Boeing, as long as Customer operates an aircraft of that model.

6.2 U Revisions Based on Boeing Service Bulletin Incorporation U . If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an aircraft, Boeing will at no charge issue revisions to Materials with revision service reflecting the effects of such incorporation into such aircraft.

7. U Computer Software Documentation for Boeing Manufactured Airborne Components and Equipment U .

Boeing will provide to Customer a Computer Software Index containing a listing of (i) all programmed airborne avionics components and equipment manufactured by Boeing or a Boeing subsidiary, designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, and installed by Boeing in aircraft covered by the applicable purchase agreement and (ii) specific software documents ( Software Documentation ) available to Customer from Boeing for the listed components and equipment.

Two copies of the Computer Software Index will be furnished to Customer with the first aircraft of a model. Revisions to the Computer Software Index applicable to such model of aircraft will be issued to Customer as revisions are developed by Boeing for so long as a Customer operates the aircraft.

Software Documentation will be provided to Customer upon written request. The charge to Customer for Software Documentation will be Boeing’s price to reduce the Software Documentation requested. Software Documentation will be prepared generally in accordance with ATA Specification No. 102 revised April 20, 1983, “Specification for Computer Software Manual” but Software Documentation will not include, and Boeing will not be obligated to provide, any code (including, but not limited to, original source code, assembled source code, or object code) on computer sensible media.

8. U Supplier Technical Data U .

8.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment ( SFE ) or Seller Purchased Equipment ( SPE ) or Buyer

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

Designated Equipment ( BDE ) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A dated March 1985, or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer in a manner similar to that described in Article 7 above.

8.2 The provisions of this Article will not be applicable to items of BFE.

8.3 Boeing will furnish to Customer a document identifying the terms and conditions of the product support agreements between Boeing and its suppliers requiring the suppliers to fulfill Customer's requirements for information and services in support of the specific model of aircraft.

9. U Buyer Furnished Equipment Data U

Boeing will incorporate BFE information into the customized Materials providing Customer makes the information available to Boeing at least [***] prior to the scheduled delivery month of Customer's first aircraft of a specific model. Customer agrees to furnish the information in Boeing standard digital format if Materials are to be delivered in Boeing standard digital format.

10. U Materials Shipping Charges U .

Boeing will pay the reasonable transportation costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

11. U Customer's Shipping Address U .

The Materials furnished to Customer hereunder are to be sent to:

Hawaiian Airlines, Inc.

391 Aokea Street

Honolulu, Hawaii 96819

Attention: Vice President – Maintenance

Customer will promptly notify Boeing of any changes to the address.

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any Materials, services, training or other things at a facility designated by Customer if any of the following conditions exist: [***].

After the location of Boeing personnel at the facility, Boeing further reserves the right, upon the occurrence of any of such events, to immediately and without prior notice to Customer relocate its personnel and their families. In the event of an alleviation or cessation of performance under this Part 4, Boeing and Customer shall discuss alternatives that would allow for continuation of Boeing’s support under this Exhibit B.

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION

AND PROPRIETARY MATERIALS


1.	U General U .

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer's right to use and disclose the Materials and included information will be covered by, and subject to the terms of this AGTA. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information (Proprietary Information) belonging to Boeing or a third party (Proprietary Materials), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in this AGTA.


2.	U License Grant U .

At no fee or charge to Customer, Boeing grants to Customer a worldwide, non- exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of this AGTA. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this AGTA. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.


3.	U Use of Proprietary Materials and Proprietary Information U .

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer's aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.


4.	U Providing of Proprietary Materials to Contractors U .

Customer is authorized to provide Proprietary Materials to Customer's contractors for the sole purpose of maintenance, repair, or modification of Customer's aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer's contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer's use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII.

[***] 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.

AGTA-HWI B 5- 1

AGTA_Exhibit_B BOEING PROPRIETARY


5.	U Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies U

When and to the extent required by a government regulatory agency having jurisdiction over Customer or an aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer's operation, maintenance, repair, or modification of such aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

[***] 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.

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AGTA_Exhibit_B BOEING PROPRIETARY

EXHIBIT C

AIRCRAFT GENERAL TERMS AGREEMENT AGTA-HWI

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

U PRODUCT ASSURANCE DOCUMENT

U This document contains U :

Part 1: Exhibit C Definitions

Part 2: Boeing Warranty

Part 3 Boeing Service Life Policy

Part 4: Supplier Warranty Commitment

Part 5: Boeing Interface Commitment

Part 6: Boeing Indemnities against Patent and Copyright Infringement

AGTA-HWI C

[***] 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.

BOEING PROPRIETARY

PRODUCT ASSURANCE DOCUMENT

PART 1: EXHIBIT C DEFINITIONS

U Authorized Agent U - Agent appointed by Customer to perform corrections and to administer warranties (see Appendix VI to the AGTA for a form acceptable to Boeing).

U Average Direct Hourly Labor Rate U - the average hourly rate (excluding all fringe benefits, premium-time allowances, social charges, business taxes and the like) paid by Customer to its Direct Labor employees.

U Boeing Product U - any system, accessory, equipment, part or Aircraft Software that is manufactured by Boeing or manufactured to Boeing's detailed design with Boeing’s authorization.

U Correct U - to repair, modify, provide modification kits or replace with a new product.

U Correction U - a repair, a modification, a modification kit or replacement with a new product.

U Corrected Boeing Product U - a Boeing Product which is free of defect as a result of a Correction.

U Direct Labor U - Labor spent by Customer’s direct labor employees (including contract labor) to remove, disassemble, modify, repair, inspect and bench test a defective Boeing Product, and to reassemble, reinstall a Corrected Boeing Product and perform final inspection.

U Direct Materials U - Items such as parts, gaskets, grease, sealant and adhesives, installed or consumed in performing a Correction, excluding allowances for administration, overhead, taxes, customs duties and the like.

U Source Control Drawing (SCD) U - a Boeing document defining specifications for certain Supplier Products.

U Supplier U - the manufacturer of a Supplier Product.

U Supplier Product U - any system, accessory, equipment, part or Aircraft Software that is not manufactured to Boeing's detailed design. This includes but is not limited to parts manufactured to a SCD, all standards, and other parts obtained from non-Boeing sources.

[***] 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.

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PRODUCT ASSURANCE DOCUMENT

PART 2: BOEING PRODUCT WARRANTY


1.	U Applicability U .

This warranty applies to all Boeing Products. Warranties applicable to Supplier Products are in Part 4. Warranties applicable to engines will be provided by Supplemental Exhibits to individual purchase agreements.


2.	U Warranty U .

2.1 U Coverage U . Boeing warrants that at the time of delivery:


(i)	the aircraft will conform to the Detail Specification except for portions stated to be estimates, approximations or design objectives;


(ii)	all Boeing Products will be free from defects in material, process of manufacture and workmanship, including the workmanship utilized to install Supplier Products, engines and BFE, and;


(iii)	all Boeing Products will be free from defects in design, including selection of materials and the process of manufacture, in view of the state of the art at the time of design

2.2 U Exceptions U . The following conditions do not constitute a defect under this warranty:

(i) conditions resulting from normal wear and tear;

(ii) conditions resulting from Customer’s misuse, abuse, neglect or omissions; and


(iii)	conditions resulting from failure to properly service and maintain a Boeing Product.


3.	U Warranty Periods U .

3.1 Warranty. The warranty period begins on the date of aircraft or Boeing Product delivery and ends (i) after 48 months for Boeing aircraft models 777-200, -300, or 737-600, -700, -800, or new aircraft models designed and manufactured with similar, new technology; or (ii) after 36 months for any other Boeing aircraft model.

3.2 on Corrected Boeing Products U . The warranty period applicable to a Corrected Boeing Product, including the workmanship to Correct and install, resulting from a defect in material or workmanship is the remainder of the initial warranty period for the defective Boeing Product it replaced. The warranty period for a Corrected Boeing Product resulting from a defect in design is 18 months or the remainder of the initial warranty period, whichever is longer. The 18 month period begins on the

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

date of delivery of the Corrected Boeing Product or date of delivery of the kit or kits furnished to Correct the Boeing Product.

3.3 U Survival of Warranties U . All warranty periods are stated above. The Performance Guarantees will not survive the delivery of the aircraft.


4.	U Remedies U .

4.1 U Correction Options U . Customer may, at its option, either perform a Correction of a defective Boeing Product or return the Boeing Product to Boeing for Correction.

4.2 U Warranty Labor Rate U . If Customer or its Authorized Agent Corrects a defective Boeing Product, Boeing will reimburse Customer for Direct Labor Hours at Customer’s established Warranty Labor Rate. Customer’s established Warranty Labor Rate will be the greater of the standard labor rate or 150% of Customer’s Average Direct Hourly Labor Rate. The standard labor rate paid by Boeing to its customers is established and published annually. Prior to or concurrently with submittal of Customer’s first claim for Direct Labor reimbursement, Customer may notify Boeing of Customer’s then- current Average Direct Hourly Labor Rate, and thereafter notify Boeing of any material change in such rate. Boeing will require information from Customer to substantiate such rates.

4.3 U Warranty Inspections U . In addition to the remedies to Correct defects in Boeing Products, Boeing will reimburse Customer for the cost of Direct Labor to perform certain inspections of the aircraft to determine the occurrence of a condition Boeing has identified as a covered defect, provided:

4.3.1 the inspections are mandated by the FAA or other governmental authority having jurisdiction over Customer’s operations or are recommended by a service bulletin or service letter issued by Boeing during the warranty period; and

4.3.2 such reimbursement will not apply to any inspections performed after a Correction is available to Customer.

28T 4.4 U Credit Memorandum Reimbursement. U Boeing will make all reimbursements by credit memoranda which may be applied toward the purchase of Boeing goods and services.

4.5 U Maximum Reimbursement to Correct Defective Boeing Product U . Unless previously agreed, the maximum reimbursement for Direct Labor and Direct Materials used to Correct a defective Boeing Product will not exceed 65% of Boeing’s then-current sales price for a new replacement Boeing Product. If the estimate to correct a defective Boeing Product exceeds 65% of the replacement price of a new part, Boeing will either provide a credit to Customer at 65% of the replacement price of a new part or a new replacement part, at Customer’s option.


5.	U Discovery and Notice U .

5.1 For a claim to be valid:

[***] 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.

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(i)	the defect must be discovered during the warranty period; and


(ii)	Boeing Warranty must receive written notice of the discovery no later than 90 days after expiration of the warranty period. The notice must include sufficient information to substantiate the claim.

5.2 Receipt of Customer's or its Authorized Agent’s notice of the discovery of a defect secures Customer's rights to remedies under this Exhibit C, even though a Correction is performed after the expiration of the warranty period.

5.3 Once Customer has given valid notice of the discovery of a defect, a claim should be submitted as soon as practicable after performance of the Correction.

5.4 Boeing may release service bulletins or service letters advising Customer of the availability of certain warranty remedies. When such advice is provided, Customer will be deemed to have fulfilled the requirements for discovery of the defect and submittal of notice under this Exhibit C as of the date specified in the service bulletin or service letter.


6.	U Filing a Claim U .

6.1 U Authority to File U . Claims may be filed by Customer or its Authorized Agent. Appointment of an Authorized Agent will only be effective upon Boeing's receipt of the Authorized Agent's express written agreement, in a form satisfactory to Boeing, to be bound by and to comply with all applicable terms and conditions of this Aircraft General Terms Agreement.

6.2 U Claim Information U .

6.2.1 Claimant is responsible for providing sufficient information to substantiate Customer's rights to remedies under this Exhibit C. Boeing may reject a claim for lack of sufficient information. At a minimum, such information must include:


(i)	identity of claimant;


(ii)	serial or block number of the aircraft on which the defective Boeing Product was delivered;


(iii)	part number and nomenclature of the defective Boeing Product;


(iv)	purchase order number and date of delivery of the defective spare part, as applicable;


(v)	description and substantiation of the defect;


(vi)	date the defect was discovered;


(vii)	date the Correction was completed;

[***] 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.

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(viii)	the total flight hours or cycles accrued,


(ix)	an itemized account of direct labor hours expended in performing the Correction; and


(x)	an itemized account of any direct materials incorporated in the Correction.

6.2.2 Additional information may be required based on the nature of the defect and the remedies requested.


6.3	U Boeing Claim Processing U .

6.3.1 Any claim for a Boeing Product returned by Customer or its Authorized Agent to Boeing for Correction must accompany the Boeing Product. Any claim not associated with the return of a Boeing Product must be signed and submitted in writing directly by Customer or its Authorized Agent to Boeing Warranty.

6.3.2 Boeing will promptly review the claim and will give diligent efforts to give notification of claim approval or rejection within 30 days of receipt of such claim. If the claim is rejected, Boeing will provide a written explanation and reasonable substantiation of such rejection.


7.	U Corrections Performed by Customer or Its Authorized Agent U .

7.1 U Facilities Requirements U . Provided Customer, its Authorized Agent or its third party contractor, as appropriate, are certified by the appropriate Civil Aviation Authority or Federal Aviation Authority, Customer or its Authorized Agent may, at its option, Correct defective Boeing Products at its facilities, or may subcontract Corrections to a third party contractor.

7.2 U Technical Requirements U . All Corrections done by Customer, its Authorized Agent or a third party contractor must be performed in accordance with Boeing's applicable service manuals, bulletins or other written instructions, using parts and materials furnished or approved by Boeing.

7.3 U Reimbursement U .

7.3.1 Boeing will reimburse Customer’s reasonable costs of Direct Materials and Direct Labor (excluding labor hours expended for overhaul) at Customer’s Warranty Labor Rate to Correct a defective Boeing Product. Claims for reimbursement must contain sufficient information to substantiate Direct Labor hours expended and Direct Materials consumed. Customer or its Authorized Agent may be required to produce invoices for materials.

7.3.2 Reimbursement for Direct Labor hours to perform Corrections stated in a service bulletin will be based on the labor estimates in the service bulletin.

7.3.3 Boeing will reimburse Customer’s freight charges associated with a Correction of a defect on a Boeing Product performed by its Authorized Agent or a third party contractor.

[***] 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.

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7.4	U Disposition of Defective Boeing Products Beyond Economical Repair U .

7.4.1 A defective Boeing Product found to be beyond economical repair (see Para. 28T 4.5 Maximum Reimbursement 28T ) will be retained for a period of 60 days from the date Boeing receives Customer's claim. During the 60 day period, Boeing may request return of such Boeing Products for inspection and confirmation of a defect.

7.4.2 After the 60 day period, a defective Boeing Product with a value of

U.S. $4,000 or less may be scrapped without notification to Boeing. If such Boeing Product has a value greater than U.S, $4,000, Customer must obtain confirmation of unrepairability by Boeing's on-site field service representative prior to scrapping. Confirmation may be in the form of the representative's signature on Customer's claim or through direct communication between the representative and Boeing Warranty.


8.	U Corrections Performed by Boeing U .

8.1 U Freight Charges U . Customer or its Authorized Agent will pay shipping charges to return a Boeing Product to Boeing. Boeing will reimburse Customer or its Authorized Agent for the charge for any item determined to be defective under this Aircraft General Terms Agreement. Boeing will pay shipping charges to return the Corrected Boeing Product.

8.2 U Customer Instructions U . The documentation shipped with the returned defective Boeing Product may include specific technical instructions for additional work to be performed on the Boeing Product. The absence of such instructions will evidence Customer's authorization for Boeing to perform all necessary Corrections and work required to return the Boeing Product to a serviceable condition.

8.3 U Correction Time Objectives U .

8.3.1 Boeing's objective for making Corrections is 10 working days for avionics and electronic Boeing Products, 30 working days for Corrections of other Boeing Products performed at Boeing's facilities, and 40 working days for Corrections of other Boeing Products performed at a Boeing subcontractor's facilities. The objectives are measured from the date Boeing receives the defective Boeing Product and a valid claim to the date Boeing ships the Correction.

8.3.2 If Customer has a critical parts shortage because Boeing has exceeded a Correction time objective and Customer or authorized agent has procured spare Boeing Products for the defective Boeing Product in quantities shown in Boeing's Recommended Spare Parts List (RSPL) or Spares Planning and Requirements Evaluation Model (M-SPARE), then Boeing will either expedite the Correction or provide an interchangeable Boeing Product on a no charge loan or lease basis until the Corrected Boeing Product is returned.


8.4	U Title Transfer and Risk of Loss U .

8.4.1 Title to and risk of loss of any Boeing Product returned to Boeing will at all times remain with Customer or any other title holder of such Boeing Product. While Boeing has possession

[***] 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.

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of the returned Boeing Product, Boeing will have only such liabilities as a bailee for mutual benefit would have, but will not be liable for loss of use.

8.4.2 If a Correction requires shipment of a new Boeing Product, then at the time Boeing ships the new Boeing Product, title to and risk of loss for the returned Boeing Product will pass to Boeing, and title to and risk of loss for the new Boeing Product will pass to Customer.


9.	U Returning an Aircraft U .

9.1 U Conditions U . An aircraft may be returned to Boeing's facilities for Correction only if:


(i)	Boeing and Customer agree a covered defect exists;


(ii)	Customer lacks access to adequate facilities, equipment or qualified personnel to perform the Correction; and

(iii) it is not practical, in Boeing's estimation, to dispatch Boeing personnel to perform the Correction at a remote site.

9.2 U Correction Costs U . Boeing will perform the Correction at no charge to Customer. Subject to the conditions of Article 10.1, Boeing will reimburse Customer for the costs of fuel, oil, and landing fees incurred in ferrying the aircraft to Boeing and back to Customer's facilities. Customer will minimize the length of both flights.

9.3 U Separate Agreement U . Boeing and Customer will enter into a separate agreement covering return of the aircraft and performance of the Correction. Authorization by Customer for Boeing to perform additional work that is not part of the Correction must be received within 24 hours of Boeing’s request. If applicable, Boeing shall provide estimate for additional work. If such authorization is not received within 24 hours, Customer will be invoiced for work performed by Boeing that is not part of the Correction.


10.	U Insurance U .

The provisions of Article 8.2 "Insurance", of this AGTA, will apply to any work performed by Boeing in accordance with Customer's specific technical instructions, to the extent any legal liability of Boeing is based upon the content of such instructions.


11.	U Disclaimer and Release; Exclusion of Liabilities U .

11.1 U DISCLAIMER AND RELEASE U . THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER IN THIS EXHIBIT C ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO

[***] 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.

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ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT, INCLUDING, BUT NOT LIMITED TO:


(A)	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;


(B)	ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;


(C)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND


(D)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.

11.2 U EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U . BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT.

11.3 U Definitions U . For the purpose of this Article, "BOEING" or "Boeing" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their respective directors, officers, employees and agents.

[***] 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.

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PRODUCT ASSURANCE DOCUMENT

PART 3: BOEING SERVICE LIFE POLICY


1.	U Definitions U .

SLP Component - any of the primary structural elements (excluding industry standard parts) of the landing gear, wing, fuselage, vertical or horizontal stabilizer listed in the applicable purchase agreement for a specific model of aircraft that is installed in the aircraft at time of delivery or purchased from Boeing by Customer as a spare part. The detailed SLP Component listing will be in Supplemental Exhibit SLP1 to each Purchase Agreement.


2.	U Service Life Policy U .

2.1 U SLP Commitment U . If a failure or defect is discovered in a SLP Component within the time periods specified in Article 2.2 below, Boeing will, at a price calculated pursuant to Article 3 below, Correct the SLP Component.

2.2 U SLP Policy Periods U .

2.2.1 The policy period for SLP Components initially installed on an aircraft is 12 years after the date of delivery of the aircraft.

2.2.2 The policy period for SLP Components purchased from Boeing by Customer as spare parts is 12 years from delivery of such SLP Component or 12 years from the date of delivery of the last aircraft produced by Boeing of a specific model, whichever first expires.


3.	U Price U .

The price that Customer will pay for the Correction of a defective or failed SLP Component will be calculated pursuant to the following formula:

P = U CT U

144

where:

P = price to Customer for the replacement part

C = SLP Component sales price at time of Correction

T = total age in months of the defective or failed SLP Component from the date of delivery to Customer to the date of discovery of such condition.


4.	U Conditions U .

Boeing's obligations under this Policy are conditioned upon the following:

[***] 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.

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4.1 Customer must notify Boeing in writing of the defect or failure within three months after it is discovered.

4.2 Customer must provide reasonable evidence that the claimed defect or failure is covered by this Policy and if requested by Boeing, that such defect or failure was not the result of (i) a defect or failure in a component not covered by this Policy, (ii) an extrinsic force, (iii) an act or omission of Customer, or (iv) operation or maintenance contrary to applicable governmental regulations or Boeing's instructions.

4.3 If return of a defective or failed SLP Component is practicable and requested by Boeing, Customer will return such SLP Component to Boeing at Boeing's expense.

4.4 Customer's rights and remedies under this Policy are limited to the receipt of a Correction at prices calculated pursuant to Article 3 above.


5.	U Disclaimer and Release; Exclusion of Liabilities U .

This Part 3 and the rights and remedies of Customer and the obligations of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C.

[***] 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.

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PRODUCT ASSURANCE DOCUMENT

PART 4: SUPPLIER WARRANTY COMMITMENT


1.	U Supplier Warranties and Supplier Patent and Copyright Indemnities U .

Boeing will use diligent efforts to obtain warranties and indemnities against patent and copyright infringement enforceable by Customer from Suppliers of Supplier Products (except for BFE and engines) installed on the aircraft at the time of delivery that were selected and purchased by Boeing, but not manufactured to Boeing's detailed design. Boeing will furnish copies of the warranties and patent and copyright indemnities to Customer contained in Supplier Product Support and Product Assurance Agreements, not less than three months prior to the scheduled delivery month of the first aircraft under the initial purchase agreement to the AGTA.


2.	U Boeing Assistance in Administration of Supplier Warranties U .

Customer will be responsible for submitting warranty claims directly to Suppliers; however, if Customer experiences problems enforcing any Supplier warranty obtained by Boeing for Customer, Boeing will conduct an investigation of the problem and assist Customer in the resolution of those claims.


3.	U Boeing Support in Event of Supplier Default U .

3.1 If the Supplier defaults in the performance of a material obligation under its warranty, and Customer provides evidence to Boeing that a default has occurred, then Boeing will furnish the equivalent warranty terms as provided by the defaulting Supplier.

3.2 At Boeing's request, Customer will assign to Boeing, and Boeing will be subrogated to, its rights against the Supplier provided by the Supplier warranty.

[***] 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.

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PRODUCT ASSURANCE DOCUMENT

PART 5: BOEING INTERFACE COMMITMENT


1.	Interface Problems.

An Interface Problem is defined as a technical problem in the operation of an aircraft or its systems experienced by Customer, the cause of which is not readily identifiable by Customer but which Customer believes to be attributable to either the design characteristics of the aircraft or its systems or the workmanship used in the installation of Supplier Products. In the event Customer experiences an Interface Problem, Boeing will, in consultation with Customer and without additional charge to Customer, promptly conduct an investigation and analysis to determine the cause or causes of the Interface Problem. Boeing will promptly advise Customer at the conclusion of its investigation of Boeing's opinion as to the causes of the Interface Problem and Boeing's recommendation as to corrective action.


2.	Boeing Responsibility.

If Boeing determines that the Interface Problem is prim arily attributable to the design or installation of any Boeing Product, Boeing will Correct the design or workmanship to the extent of any then-existing obligations of Boeing under the provisions of the applicable Boeing Warranty or Boeing Service Life Policy.


3.	U Supplier Responsibility U .

If Boeing determines that the Interface Problem is primarily attributable to the design or installation of a Supplier Product, Boeing will assist Customer in processing a warranty claim against the Supplier.


4.	U Joint Responsibility U .

If Boeing determines that the Interface Problem is partially attributable to the design or installation of a Boeing Product and partially to the design or installation of a Supplier Product, Boeing will seek a solution to the Interface Problem through the cooperative efforts of Boeing and the Supplier and will promptly advise Customer of the resulting corrective actions and recommendations.


5.	U General U .

Customer will, if requested by Boeing, assign to Boeing any of its rights against any supplier as Boeing may require to fulfill its obligations hereunder.


6.	U Disclaimer and Release; Exclusion of Liabilities U .

This Part 5 and the rights and remedies of Customer and the obligations of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions of Article 11 of Part 2 of this Exhibit C.

[***] 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.

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PRODUCT ASSURANCE DOCUMENT

PART 6: BOEING INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT


1.	U Indemnity Against Patent Infringement U .

Boeing will defend and indemnify Customer with respect to all claims, suits and liabilities arising out of any actual or alleged patent infringement through Customer’s use, lease or resale of any aircraft or any Boeing Product installed on an aircraft at delivery.


2.	U Indemnity Against Copyright Infringement U .

Boeing hereby indemnifies and holds harmless Customer from and against all claims, suits, actions, court awarded damages, court costs and liabilities arising out of any actual or alleged copyright infringement through Customer’s use, lease or resale of any Boeing created Materials and Aircraft Software installed on an aircraft at delivery.


3.	U Exceptions, Limitations and Conditions U .

3.1 Boeing's obligation to indemnify Customer for patent infringement will extend only to infringements in countries which, at the time of the infringement, were party to and fully bound by either (a) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or (b) the International Convention for the Protection of Industrial Property (Paris Convention).

3.2 Boeing's obligation to indemnify Customer for copyright infringement is limited to infringements in countries which, at the time of the infringement, are members of The Berne Union and recognize computer software as a "work" under The Berne Convention.

3.3 The indemnities provided under this Part 6 will not apply to any (i) BFE,

(ii) engines, (iii) Supplier Product, (iv) Boeing Product used other than for its intended purpose, or (v) Aircraft Software not created by Boeing.

3.4 Customer must deliver written notice to Boeing (i) within 14 days after Customer first receives notice of any suit or other formal action against Customer and (ii) within 24 days after Customer first receives any other allegation or written claim of infringement covered by this Part 6.

3.5 At any time, Boeing will have the right at its option and expense to: (i) negotiate with any party claiming infringement, (ii) assume or control the defense of any infringement allegation, claim, suit or formal action, (iii) intervene in any infringement suit or formal action, and/or (iv) attempt to resolve any claim of infringement by replacing an allegedly infringing Boeing Product or Aircraft Software with a noninfringing equivalent.

[***] 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.

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3.6 Customer will promptly furnish to Boeing all information, records and assistance within Customer’s possession or control which Boeing reasonably considers relevant or material to any alleged infringement covered by this Part 6.

3.7 Except as required by a final judgment entered against Customer by a court of competent jurisdiction from which no appeals can be or have been filed, Customer will obtain Boeing's written approval prior to paying, committing to pay, assuming any obligation or making any material concession relative to any infringement covered by these indemnities.

3.8 If a Boeing Product is found to infringe any patent, trademark, copyright or other intellectual property right and Customer is enjoined from using it, Boeing will, at its option and at its expense either: (i) procure for Customer the right to use it free of any liability for infringement, or (ii) replace it with a non-infringing substitute which otherwise complies with the applicable purchase agreement.

3.9 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER IN THIS PART 6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, AIRCRAFT SOFTWARE, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENT.

3.10 For the purposes of this Part 6, "BOEING or Boeing" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents.

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

EXHIBIT D

AIRCRAFT GENERAL TERMS AGREEMENT AGTA-HWI

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

ESCALATION ADJUSTMENT

AIRFRAME AND OPTIONAL FEATURES

(For Model 717-200, 737-600, 737-700, 737-800, and 737-900,

the Airframe Price Includes the Engine Price at its basic thrust level.)

[***] 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.

AGTA-HWI BOEING PROPRIETARY

U EXHIBIT D

U ESCALATION ADJUSTMENT


1.	Formula.

Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the signing of the applicable purchase agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of aircraft delivery in accordance with the following formula:

[***]

Where:

[***]

As an example, [***].

Note:


(i)	[***].

[***] 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.

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AGTA-HWI BOEING PROPRIETARY


2.	Values to be Utilized in the Event of Unavailability.

2.1 If [***] substantially revises the methodology used for the determination of the values to be used to determine [***] values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such aircraft, select a substitute [***]. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within [***],[***] should resume releasing values for the months needed to determine the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the aircraft from that determined at the time of delivery of the aircraft.

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an aircraft [***] changes the base year for determination of [***] values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by [***], the parties agree, to the extent they may lawfully do so, to equitably adjust the Purchase Price of any affected aircraft to reflect an allowance for increases or decreases in labor compensation and material costs occurring since February of the price base year prior in the applicable purchase agreement which is consistent with the applicable provisions of paragraph 1 of this Exhibit D.

2.4 If within [***], the [***] values are revised due to an acknowledged error by [***], the Airframe Price Adjustment will be re-calculated using the revised [***] values (this does not include those values noted as preliminary by [***]). A Credit Memo or Supplemental Invoice will be issued for the Airframe Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of Credit Memo or Supplemental Invoice.

Note:

(i)

The values released by [***] and available to Boeing [***] prior to the scheduled delivery month of an aircraft will be used to determine [***] for the applicable months (including those noted as preliminary by [***]) to calculate the Airframe Price Adjustment for the aircraft invoice at the time of delivery. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in [***] values, subject always to paragraph 2.4 above.


(ii)	The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be [*], where rounding of the [] will be [] to the [] digit when the [] digit is equal to [*].

[***] 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.

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AGTA-HWI BOEING PROPRIETARY

SAMPLE

Insurance Certificate

BROKER'S LETTERHEAD

[ date ]

Certificate of Insurance


ISSUED TO:	The Boeing Company Post Office Box 3707 Mail Stop 13-57

Seattle, Washington 98124

Attn: Manager - Aviation Insurance for Vice President - Employee Benefits, Insurance and Taxes

CC: Boeing Commercial Airplanes

P.O. Box 3707 Mail Stop 21-34

Seattle, Washington 98124-2207 U.S.A.

Attn: Vice President - Contracts

NAMED INSURED: Hawaiian Airlines, Inc.

We hereby certify that in our capacity as Brokers to the Named Insured, the following described insurance is in force on this date:

U Insurer U U Policy No. U U Participation


U POLICY PERIOD U :	From [date and time of inception of the Policy(ies)] to [date and time of expiration].

U GEOGRAPHICAL LIMITS U : Worldwide (however, as respects "Aircraft Hull War and

Allied Perils" Insurance, as agreed by Boeing).

U AIRCRAFT INSURED U : All Boeing manufactured aircraft owned or operated by the Named

Insured which are the subject of the following purchase agreement(s), entered into between The Boeing Company and

(hereinafter “Aircraft”):

[***] 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.

AGTA-HWI App. I- 1

SAMPLE

Insurance Certificate

Purchase Agreement No. dated Purchase Agreement No. dated

U COVERAGES U :


1.	U Aircraft "all risks" Hull (Ground and Flight)


2.	U Aircraft Hull War and Allied Perils (as per LSW 555, or its successor wording)


3.	U Airline Liability

Including, but not limited to, Bodily Injury, Property Damage, Aircraft Liability, Liability War Risks, Passenger Legal Liability, Premises/Operations Liability, Completed Operations/Products Liability, Baggage Legal Liability (checked and unchecked), Cargo Legal Liability, Contractual Liability and Personal Injury.

The above-referenced Airline Liability insurance coverage is subject to War and Other Perils Exclusion Clause (AV48B) but all sections, other than section (b) are reinstated as per AV52C, or their successor endorsements.

U LIMITS OF LIABILITY: U

To the fullest extent of the Policy limits that the Named Insured carries from the time of delivery of the first Aircraft under the first Purchase Agreement listed under "Aircraft Insured" and thereafter at the inception of each policy period, but in any event no less than the following:

Combined Single Limit Bodily Injury and Property Damage: U.S.$ any one occurrence each Aircraft (with aggregates as applicable).

(717-200) US$[***]

(737-500/600) US$[***]

(737-300/700) US$[***]

(737-400) US$[***]

(737-800) US$[***]

(757-200) US$[***]

(757-300) US$[***]

(767-200) US$[***]

(767-300) US$[***]

(777-200X) US$[***]

(MD-11) US$[***]

(777-200/300) US$[***]

(777-300X) US$[***]

(747-400) US$[***]

(In regard to all other models and/or derivatives, to be specified by Boeing).

(In regard to Personal Injury coverage, limits are US$[***] any one offense/aggregate.)

[***] 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.

AGTA-HWI App. I- 2

SAMPLE

Insurance Certificate

U DEDUCTIBLES / SELF-INSURANCE

Any deductible and/or self-insurance amount (other than standard market deductibles) are to be disclosed and agreed by Boeing.

U SPECIAL PROVISIONS APPLICABLE TO BOEING:

It is certified that Insurers are aware of the terms and conditions of AGTA-HWI and the following purchase agreements:

PA dated PA dated PA dated

Each Aircraft manufactured by Boeing which is delivered to the Insured pursuant to the applicable purchase agreement during the period of effectivity of the policies represented by this Certificate will be covered to the extent specified herein.

Insurers have agreed to the following:

A. In regard to Aircraft "all risks" Hull Insurance and Aircraft Hull War and Allied Perils Insurance, Insurers agree to waive all rights of subrogation or recourse against Boeing in accordance with AGTA-HWI which was incorporated by reference into the applicable purchase agreement.


B.	In regard to Airline Liability Insurance, Insurers agree:

(1) To include Boeing as an additional insured in accordance with Customer's undertaking in Article 8.2.1 of AGTA-HWI which was incorporated by reference into the applicable purchase agreement.

(2) To provide that such insurance will be primary and not contributory nor excess with respect to any other insurance available for the protection of Boeing;

(3) To provide that with respect to the interests of Boeing, such insurance shall not be invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured or any other person or party (other than Boeing) regardless of any breach or violation of any warranty, declaration or condition contained in such policies;

(4) To provide that all provisions of the insurance coverages referenced above, except the limits of liability, will operate to give each Insured or additional insured the same protection as if there were a separate Policy issued to each.


C.	In regard to all of the above referenced policies:

[***] 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.

AGTA-HWI App. I- 3

SAMPLE

Insurance Certificate

(1) Boeing will not be responsible for payment, set-off, or assessment of any kind or any premiums in connection with the policies, endorsements or coverages described herein;

(2) If a policy is canceled for any reason whatsoever, or any substantial change is made in the coverage which affects the interests of Boeing or if a policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to Boeing for [***] (in the case of war risk and allied perils coverage [***], or such other period as may from time to time be customarily obtainable in the industry) after receipt by Boeing of [***] notice from the Insurers or the authorized representatives or Broker of such cancellation, change or lapse; and

(3) For the purposes of the Certificate, "Boeing" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each and their respective directors, officers, employees and agents.

Subject to the terms, conditions, limitations and exclusions of the relative policies.

( U signature U )

(typed name) (title)

[***] 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.

AGTA-HWI App. I- 4

SAMPLE

Purchase Agreement Assignment

THIS PURCHASE AGREEMENT ASSIGNMENT ( Assignment ) dated as of is between , a company organized under the laws of

( Assignor ) and , a company organized under the laws of ( Assignee ). Capitalized terms used herein without definition will have the same meaning as in the Boeing Purchase Agreement.

Assignor and The Boeing Company, a Delaware corporation ( Boeing ), are parties to the Boeing Purchase Agreement, providing, among other things, for the sale by Boeing to Assignor of certain aircraft, engines and related equipment, including the Aircraft.

Assignee wishes to acquire the Aircraft and certain rights and interests under the Boeing Purchase Agreement and Assignor, on the following terms and conditions, is willing to assign to Assignee certain of Assignor's rights and interests under the Boeing Purchase Agreement. Assignee is willing to accept such assignment.

It is agreed as follows:

1. For all purposes of this Assignment, the following terms will have the following meanings:

U Aircraft U -- one Boeing Model aircraft, bearing manufacturer's serial number

, together with all engines and parts installed on such aircraft on the Delivery Date.

U Boeing U -- Boeing shall include Boeing Sales Corporation (a wholly-owned subsidiary of Boeing), a Guam corporation, and its successors and assigns.

U Boeing Purchase Agreement U -- Purchase Agreement No. dated as of

between Boeing and Assignor, as amended, but excluding , providing, among other things, for the sale by Boeing to Assignor of the Aircraft, as said agreement may be further amended to the extent permitted by its terms. The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA-HWI ( AGTA ).

U Delivery Date U -- the date on which the Aircraft is delivered by Boeing to Assignee pursuant to and subject to the terms and conditions of the Boeing Purchase Agreement and this Assignment.

2. Assignor does hereby assign to Assignee all of its rights and interests in and to the Boeing Purchase Agreement, as and to the extent that the same relate to the Aircraft and the purchase and operation thereof, except as and to the extent expressly reserved below, including, without limitation, in such assignment: [TO BE COMPLETED BY THE PARTIES.]

{EXAMPLES


(a)	the right upon valid tender to purchase the Aircraft pursuant to the Boeing Purchase Agreement subject to the terms and conditions thereof and the right to take title to the Aircraft and to be named the "Buyer" in the bill of sale for the Aircraft;

[***] 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.

AGTA-HWI App. II- 1

SAMPLE

Purchase Agreement Assignment


(b)	the right to accept delivery of the Aircraft;


(c)	all claims for damages arising as a result of any default under the Boeing Purchase Agreement in respect of the Aircraft;


(d)	all warranty and indemnity provisions contained in the Boeing Purchase Agreement, and all claims arising thereunder, in respect of the Aircraft; and


(e)	any and all rights of Assignor to compel performance of the terms of the Boeing Purchase Agreement in respect of the Aircraft.}

Reserving exclusively to Assignor, however:

{EXAMPLES


(i)	all Assignor's rights and interests in and to the Boeing Purchase Agreement as and to the extent the same relates to aircraft other than the Aircraft, or to any other matters not directly pertaining to the Aircraft;


(ii)	all Assignor's rights and interests in or arising out of any advance or other payments or deposits made by Assignor in respect of the Aircraft under the Boeing Purchase Agreement and any amounts credited or to be credited or paid or to be paid by Boeing in respect of the Aircraft;


(iii)	the right to obtain services, training, information and demonstration and test flights pursuant to the Boeing Purchase Agreement; and


(iv)	the right to maintain plant representatives at Boeing's plant pursuant to the Boeing Purchase Agreement.}

Assignee hereby accepts such assignment.

3. Notwithstanding the foregoing, so long as no event of default or termination under [specify document] has occurred and is continuing, Assignee hereby authorizes Assignor, to the exclusion of Assignee, to exercise in Assignor's name all rights and powers of Customer under the Boeing Purchase Agreement in respect of the Aircraft.

4. For all purposes of this Assignment, Boeing will not be deemed to have knowledge of or need recognize the occurrence, continuance or the discontinuance of any event of default or termination under [specify document] unless and until Boeing receives from Assignee written notice thereof, addressed to its Vice President - Contracts, Boeing Commercial Airplanes at P.O. Box 3707, Seattle, Washington 98124, if by mail, or to 32-9430 Answerback BOEINGREN RNTN, if by telex. Until such notice has been given, Boeing will be entitled to deal solely and exclusively with Assignor. Thereafter, until Assignee has provided Boeing written notice that any such events no longer continue,

[***] 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.

AGTA-HWI App. II- 2

SAMPLE

Purchase Agreement Assignment

Boeing will be entitled to deal solely and exclusively with Assignee. Boeing may act with acquittance and conclusively rely on any such notice.

5. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) prior to the Delivery Date Assignor will perform its obligations with respect to the Aircraft to be performed by it on or before such delivery, (b) Assignor will at all times remain liable to Boeing under the Boeing Purchase Agreement to perform all obligations of Customer thereunder to the same extent as if this Assignment had not been executed, and (c) the exercise by Assignee of any of the assigned rights will not release Assignor from any of its obligations to Boeing under the Boeing Purchase Agreement, except to the extent that such exercise constitutes performance of such obligations.

6. Notwithstanding anything contained in this Assignment to the contrary (but without in any way releasing Assignor from any of its obligations under the Boeing Purchase Agreement), Assignee confirms for the benefit of Boeing that, insofar as the provisions of the Boeing Purchase Agreement relate to the Aircraft, in exercising any rights under the Boeing Purchase Agreement, or in making any claim with respect to the Aircraft or other things (including, without limitation, Material, training and services) delivered or to be delivered, pursuant to the Boeing Purchase Agreement, the terms and conditions of the Boeing Purchase Agreement, including, without limitation, the U DISCLAIMER AND RELEASE U and U EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U in Article 11 of Part 2 of Exhibit C to the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement and the insurance provisions in Article 8.2 of the Aircraft General Terms Agreement which was incorporated by reference into the Boeing Purchase Agreement therein, will apply to and be binding on Assignee to the same extent as if Assignee had been the original "Customer" thereunder. Assignee further agrees, expressly for the benefit of Boeing, upon the written request of Boeing, Assignee will promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Assignee's agreements in this paragraph.

7. Nothing contained herein will subject Boeing to any liability to which it would not otherwise be subject under the Boeing Purchase Agreement or modify in any respect the contract rights of Boeing thereunder, or require Boeing to divest itself of title to or possession of the Aircraft or other things until delivery thereof and payment therefore as provided therein.

8. Notwithstanding anything in this Assignment to the contrary, after receipt of notice of any event of default or termination under [specify document], Boeing will continue to owe to Assignor moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law. Similarly, after receipt of notice that such event of default or termination no longer continues, Boeing will continue to owe to Assignee moneys in payment of claims made or obligations arising before such notice, which moneys may be subject to rights of set-off available to Boeing under applicable law.

9. Effective at any time after an event of default has occurred, and for so long as such event of default is continuing, Assignor does hereby constitute Assignee, Assignor's true and lawful attorney, irrevocably, with full power (in the name of Assignor or otherwise) to ask, require, demand, receive, and give acquittance for any and all moneys and claims for moneys due and to become due under or

[***] 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.

AGTA-HWI App. II- 3

SAMPLE

Purchase Agreement Assignment

arising out of the Boeing Purchase Agreement in respect of the Aircraft, to the extent assigned by this Assignment.

10. Assignee agrees, expressly for the benefit of Boeing and Assignor that it will not disclose, directly or indirectly, any terms of the Boeing Purchase Agreement; provided, that Assignee may disclose any such information (a) to its special counsel and public accountants,

(b) as required by applicable law to be disclosed or to the extent that Assignee may have received a subpoena or other written demand under color of legal right for such information, but it will first, as soon as practicable upon receipt of such requirement or demand, furnish an explanation of the basis thereof to Boeing, and will afford Boeing reasonable opportunity, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, and (c) to any bona fide potential purchaser or lessee of the Aircraft. Any disclosure pursuant to (a) and (c) above will be subject to execution of a confidentiality agreement substantially similar to this paragraph 10.

11. This Assignment may be executed by the parties in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

12. This Assignment will be governed by, and construed in accordance with, the laws of [___________].




as Assignor		as Assignee

[***] 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.

AGTA-HWI App. II- 4

SAMPLE

Purchase Agreement Assignment



By ______________________________________		By ______________________________________

Name:		Name:
Title:		Title:

[If the Assignment is further assigned by Assignee in connection with a financing, the following language needs to be included.]

Attest:

The undersigned, as [Indenture Trustee/Agent for the benefit of the Loan Participants/Mortgagee] and as assignee of, and holder of a security interest in, the estate, right, and interest of the Assignee in and to the foregoing Purchase Agreement Assignment and the Purchase Agreement pursuant to the terms of a certain [Trust Indenture/Mortgage] dated as of , agrees to the terms of the foregoing Purchase Agreement Assignment and agrees that its rights and remedies under such [Trust Indenture/Mortgage] shall be subject to the terms and conditions of the foregoing Purchase Agreement Assignment, including, without limitation, paragraph 6.

[ U Name of Entity U ],

as Indenture Trustee/Agent

By:

Name:

Title:

[***] 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.

AGTA-HWI App. II- 5

SAMPLE

Purchase Agreement Assignment

CONSENT AND AGREEMENT OF THE BOEING COMPANY

THE BOEING COMPANY, a Delaware corporation (Boeing), hereby acknowledges notice of and consents to the foregoing Purchase Agreement Assignment (Assignment). Boeing confirms to Assignee that: all representations, warranties, indemnities and agreements of Boeing under the Boeing Purchase Agreement with respect to the Aircraft will, subject to the terms and conditions thereof and of the Assignment, inure to the benefit of Assignee to the same extent as if Assignee were originally named "Customer" therein.

This Consent and Agreement will be governed by, and construed in accordance with, the law of the State of Washington, excluding the conflict of laws principles thereof.

Dated as of , 20 .

THE BOEING COMPANY

By Name:

Title: Attorney-in-Fact

Aircraft Manufacturer’s Serial Number(s)

[***] 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.

AGTA-HWI App. II- 6

SAMPLE

Post-Delivery Sale Notice

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

Attention: Vice President - Contracts

Mail Code 21-34

Ladies and Gentlemen:

In connection with the sale by Hawaiian Airlines, Inc. (Seller) to (Purchaser) of the aircraft identified below, reference is made to Purchase Agreement No.

dated as of , 20 , between The Boeing Company (Boeing) and Seller (the Purchase Agreement) under which Seller purchased certain Boeing Model

aircraft, including the aircraft bearing Manufacturer's Serial No.(s)

(the Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA-HWI (AGTA).

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement:

(1) Purchaser acknowledges it has reviewed those provisions of the Purchase Agreement and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement, including, without limitation, the U DISCLAIMER AND RELEASE U and U EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U in Article 11 of Part 2 of Exhibit C to the AGTA and the insurance provisions in Article

8.2 of the AGTA. Purchaser further agrees upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Purchaser’s agreements in this paragraph; and

(2) Seller will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.

[***] 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.

AGTA-HWI App. III- 1

SAMPLE

Post-Delivery Sale Notice

We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned.

Very truly yours,



Hawaiian Airlines, Inc.	Purchaser
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

Receipt of the above letter is acknowledged and the transfer of rights under the Purchase Agreement with respect to the Aircraft is confirmed, effective as of this date.

THE BOEING COMPANY

Its Attorney-in-Fact

Dated

Aircraft Manufacturer’s Serial Number

[***] 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.

AGTA-HWI App. III- 2

SAMPLE

Post-Delivery Lease Notice

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

Attention: Vice President - Contracts

Mail Code 21-34

Ladies and Gentlemen:

In connection with the lease by Hawaiian Airlines, Inc. (Lessor) to (Lessee) of the aircraft identified below, reference is made to Purchase Agreement No. dated as of , 20 , between The Boeing Company (Boeing) and Lessor (the Purchase

Agreement) under which Lessor purchased certain Boeing Model aircraft,

including the aircraft bearing Manufacturer's Serial No.(s) (the Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA-HWI (AGTA).

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

Lessor has leased the Aircraft, including in that lease the transfer to Lessee of all remaining rights related to the Aircraft under the Purchase Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Purchase Agreement:

(1) Lessor authorizes Lessee to exercise, to the exclusion of Lessor, all rights and powers of Lessor with respect to the remaining rights related to the Aircraft under the Purchase Agreement. This authorization will continue until Boeing receives written notice from Lessor to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207. Until Boeing receives such notice, Boeing is entitled to deal exclusively with Lessee with respect to the Aircraft under the Purchase Agreement. With respect to the rights and obligations of Lessor under the Purchase Agreement, all actions taken or agreements entered into by Lessee during the period prior to Boeing's receipt of this notice are final and binding on Lessor. Further, any payments made by Boeing as a result of claims made by Lessee will be made to the credit of Lessee.

(2) Lessee accepts the authorization above, acknowledges it has reviewed the Purchase Agreement related and agrees to be bound by and comply with all applicable terms and conditions of the Purchase Agreement including, without limitation, the U DISCLAIMER AND RELEASE U and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U in Article 11 of Part 2 of Exhibit C AGTA and the insurance provisions in Article 8.2 of the AGTA. Lessee further agrees, upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of Lessee’s agreements in this paragraph.

[***] 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.

AGTA-HWI App. IV- 1

SAMPLE

Post-Delivery Lease Notice

(3) Lessor will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Lessor to Boeing prior to the effective date of this letter.

We request that Boeing acknowledges receipt of this letter and confirm the transfer of rights set forth above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned.

Very truly yours,



Hawaiian Airlines, Inc.	Lessor
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

Receipt of the above letter is acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft described above is confirmed, effective as of this date.

THE BOEING COMPANY

Its

Dated

Aircraft Manufacturer’s Serial Number

[***] 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.

AGTA-HWI App. IV- 2

SAMPLE

Purchaser’s/Lessee’s Agreement

Boeing Commercial Airplanes

P. O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

Attention Vice President - Contracts

Mail Code 21-34

Ladies and Gentlemen:

In connection with the sale/lease by Hawaiian Airlines, Inc. (Seller/Lessor) to

(Purchaser/Lessee) of the aircraft identified below, reference is made to the following documents:

(i) Purchase Agreement No. dated as of , 20 , between The

Boeing Company (Boeing) and Seller/Lessor (the Purchase Agreement) under which Seller/Lessor purchased certain Boeing Model aircraft, including the aircraft bearing Manufacturer's Serial No.(s) (the Aircraft); and

(ii) Aircraft Sale/Lease Agreement dated as of , 20 , between Seller/Lessor and Purchaser/Lessee (the Aircraft Agreement) under which Seller/Lessor is selling/leasing the Aircraft.

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

1. Seller/Lessor has sold/leased the Aircraft under the Aircraft Agreement, including therein a form of exculpatory clause protecting Seller/Lessor from liability for loss of or damage to the aircraft, and/or related incidental or consequential damages, including without limitation loss of use, revenue or profit.

2. U Disclaimer and Release; Exclusion of Consequential and Other Damages

2.1 In accordance with Seller/Lessor’s obligation under Article 9.5 of AGTA- HWI which was incorporated by reference into the Purchase Agreement, Purchaser/Lessee hereby agrees that:

2.2 U DISCLAIMER AND RELEASE U . IN CONSIDERATION OF THE SALE/LEASE OF THE AIRCRAFT, PURCHASER/LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF PURCHASER/LESSEE AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING PRODUCT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT, INCLUDING, BUT NOT LIMITED TO:

[***] 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.

AGTA-HWI App. V- 1

SAMPLE

Purchaser’s/Lessee’s Agreement


(A)	ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;


(B)	ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;


(C)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING; AND


(D)	ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.

2.3 U EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U . BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, MATERIALS, TRAINING, SERVICES OR OTHER THING PROVIDED UNDER THE AIRCRAFT AGREEMENT.

2.4 U Definitions U . For the purpose of this paragraph 2, "BOEING" or "Boeing" is defined as The Boeing Company, its divisions, subsidiaries, affiliates, the assignees of each, and their respective directors, officers, employees and agents.



Hawaiian Airlines, Inc. (Seller/Lessor)	Purchaser/Lessee
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

[***] 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.

AGTA-HWI App. V- 2

SAMPLE

Owner Appointment of Agent - Warranties

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

Attention: Vice President - Contracts

Mail Code 21-34

Ladies and Gentlemen:

1. Reference is made to Purchase Agreement No. dated as of ,

20 , between The Boeing Company (Boeing) and Hawaiian Airlines, Inc. (Customer) (the Purchase Agreement), under which Customer purchased certain Boeing Model

aircraft including the aircraft bearing Manufacturer's Serial No.(s)

(the Aircraft). The Purchase Agreement incorporated by reference Aircraft General Terms Agreement AGTA-HWI (AGTA).

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

To accomplish the appointment of an agent, Customer confirms:

A. Customer has appointed as agent (Agent) to act directly with Boeing with respect to the remaining warranties under the Purchase Agreement and requests Boeing to treat Agent as Customer for the administration of claims with respect to such warranties; provided however, Customer remains liable to Boeing to perform the obligations of Customer under the Purchase Agreement.

B. Boeing may continue to deal exclusively with Agent concerning the matters described herein unless and until Boeing receives written notice from Customer to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207, U.S.A. With respect to the rights and obligations of Customer under the Purchase Agreement, all actions taken by Agent or agreements entered into by Agent during the period prior to Boeing's receipt of such notice are final and binding on Customer. Further, any payments made by Boeing as a result of claims made by Agent will be made to the credit of Agent unless otherwise specified when each claim is submitted.

C. Customer will remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Customer to Boeing prior to the effective date of this letter.

[***] 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.

AGTA-HWI App. VI- 1

SAMPLE

Owner Appointment of Agent - Warranties

We request that Boeing acknowledge receipt of this letter and confirm the appointment of Agent as stated above by signing the acknowledgment and forwarding one copy of this letter to each of the undersigned.

Very truly yours, Hawaiian Airlines, Inc.

[***] 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.

AGTA-HWI App. VI- 2

SAMPLE

Owner Appointment of Agent - Warranties

AGENT'S AGREEMENT

Agent accepts the appointment as stated above, acknowledges it has reviewed the Purchase Agreement and agrees that, in exercising any rights or making any claims thereunder, Agent will be bound by and comply with all applicable terms and conditions of the Purchase Agreement including, without limitation, the U DISCLAIMER AND RELEASE U and U EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES U in Article 11 of Part 2 of Exhibit C to the AGTA. Agent further agrees, upon the written request of Boeing, to promptly execute and deliver such further assurances and documents and take such further action as Boeing may reasonably request in order to obtain the full benefits of the warranties under the Purchase Agreement.

Very truly yours, Agent

Its

Dated

Receipt of the above letter is acknowledged and the appointment of Agent with respect to the above-described rights under the Purchase Agreement is confirmed, effective as of this date.

THE BOEING COMPANY

Its

Dated

Aircraft Manufacturer’s Serial Number

[***] 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.

AGTA-HWI App. VI- 3

SAMPLE

Contractor Confidentiality Agreement

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

Attention: Vice President - Contracts

Mail Stop 21-34

Ladies and Gentlemen:

This Agreement is entered into between (Contractor) and Hawaiian

Airlines, Inc. (Customer) and will be effective as of the date stated below.

In connection with Customer’s provision to Contractor of certain Materials, Proprietary Materials and Proprietary Information, reference is made to Purchase Agreement No. dated as of

, 20 between The Boeing Company (Boeing) and Customer.

Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

Boeing has agreed to permit Customer to make certain Materials, Proprietary Materials and Proprietary Information relating to Customer's Boeing Model aircraft, Manufacturer’s Serial Number , Registration No. (the Aircraft) available to Contractor in connection with Customer's contract with Contractor (the Contract) to maintain/repair/modify the Aircraft. As a condition of receiving the Proprietary Materials and Proprietary Information, Contractor agrees as follows:

1. For purposes of this Agreement:

“ Aircraft Software ” means software that is installed and used in the operation of an Aircraft.

“ Materials ” are defined as any and all items that are created by Boeing or a third party, which are provided directly or indirectly from Boeing and serve primarily to contain, convey or embody information. Materials may include either tangible embodiments (for example, documents or drawings), or intangible embodiments (for example, software and other electronic forms) of information but excludes Aircraft Software.

" Proprietary Information " means any and all proprietary, confidential and/or trade secret information owned by Boeing or a Third Party which is contained, conveyed or embodied in Proprietary Materials.

" Proprietary Materials " means Materials that contain, convey, or embody Proprietary Information.

“ Third Party ” means anyone other than Boeing, Customer and Contractor.

[***] 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.

AGTA-HWI App. VII- 1

BOEING PROPRIETARY

SAMPLE

Contractor Confidentiality Agreement

2. Boeing has authorized Customer to grant to Contractor a worldwide, non-exclusive, personal and nontransferable license to use Proprietary Materials and Proprietary Information, owned by Boeing, internally in connection with performance of the Contract or as may otherwise be authorized by Boeing in writing. Contractor will keep confidential and protect from disclosure to any person, entity or government agency, including any person or entity affiliated with Contractor, all Proprietary Materials and Proprietary Information. Individual copies of all Materials are provided to Contractor subject to copyrights therein, and all such copyrights are retained by Boeing or, in some cases, by Third Parties. Contractor is authorized to make copies of Materials (except for Materials bearing the copyright legend of a Third Party) provided, however, Contractor preserves the restrictive legends and proprietary notices on all copies. All copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under this Agreement.

3. Contractor specifically agrees not to use Proprietary Materials or Proprietary Information in connection with the manufacture or sale of any part or design. Unless otherwise agreed with Boeing in writing, Proprietary Materials and Proprietary Information may be used by Contractor only for work on the Aircraft for which such Proprietary Materials have been specified by Boeing. Customer and Contractor recognize and agree that they are responsible for ascertaining and ensuring that all Materials are appropriate for the use to which they are put.

4. Contractor will not attempt to gain access to information by reverse engineering, decompiling, or disassembling any portion of any software provided to Contractor pursuant to this Agreement.

5. Upon Boeing's request at any time, Contractor will promptly return to Boeing (or, at Boeing's option, destroy) all Proprietary Materials, together with all copies thereof and will certify to Boeing that all such Proprietary Materials and copies have been so returned or destroyed.

6. To the extent required by a Government Entity having jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized to provide Proprietary Materials and disclose Proprietary Information to such Government Entity for the such Government Entity’s use in connection with Contractor’s, authorized use of such Proprietary Materials and/or Proprietary Information in connection with Contractor’s maintenance, repair, or modification of the Aircraft. Contractor agrees to take reasonable steps to prevent such agency from making any distribution or disclosure, or additional use of the Proprietary Materials and Proprietary Information so provided or disclosed. Contractor further agrees to promptly notify Boeing upon learning of any (i) distribution, disclosure, or additional use by such Government Entity, (ii) request to such Government Entity for distribution, disclosure, or additional use, or (iii) intention on the part of such Government Entity to distribute, disclose, or make additional use of the Proprietary Materials or Proprietary Information. As used herein, “Government Entity” means (i) any national government, political subdivision thereof, or local jurisdiction therein, (ii) any instrumentality, board, commission, court, or agency of any of the above, however constituted, and (iii) any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

7. Boeing is a third-party beneficiary under this Agreement, and Boeing may enforce any and all of the provisions of the Agreement directly against Contractor. Contractor hereby submits to the

[***] 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.

AGTA-HWI App. VII- 2

BOEING PROPRIETARY

SAMPLE

Contractor Confidentiality Agreement

jurisdiction of the Washington state courts and the United States District Court for the Western District of Washington with regard to any claims Boeing may make under this Agreement. It is agreed that Washington law (excluding Washington's conflict-of-law principles) governs this Agreement.

8. No disclosure or physical transfer by Boeing or Customer to Contractor, of any Proprietary Materials or Proprietary Information covered by this Agreement will be construed as granting a license, other than as expressly set forth in this Agreement or any ownership right in any patent, patent application, copyright or proprietary information.

9. The provisions of this Agreement will apply notwithstanding any markings or legends, or the absence thereof, on any Proprietary Materials.

10. This Agreement is the entire agreement of the parties regarding the ownership and treatment of Proprietary Materials and Proprietary Information, and no modification of this Agreement will be effective as against Boeing unless in writing signed by authorized representatives of Contractor, Customer and Boeing.

11. Failure by either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions. If any of the provision of this Agreement is held unlawful or otherwise ineffective by a court of competent jurisdiction, the remainder of the Agreement will remain in full force.

ACCEPTED AND AGREED TO this

Date: , 20



Hawaiian Airlines, Inc.	Contractor
By _________________________	By _________________________
Its _________________________	Its _________________________

[***] 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.

AGTA-HWI App. VII- 3

BOEING PROPRIETARY

Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller

Boeing Commercial Airplanes

P. O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

U By Courier

1901 Oakesdale Ave. SW Renton, WA 98057 U.S.A.

Attention Vice President – Contracts

Mail Code 21-34

In connection with Hawaiian Airlines' ( Seller's ) sale to and lease back from

( Buyer ) of the aircraft identified below, reference is made to the following documents:

Article 1. Purchase Agreement No. dated as of ,

between The Boeing Company ( Boeing ) and Seller ( Agreement ) under which Seller purchased certain Boeing Model aircraft, including the aircraft bearing Manufacturer's Serial No.(s) ( Aircraft ). The Agreement incorporates by reference the terms of AGTA-HWI dated December 31, 1999, between Seller and Boeing.


Article 2. Aircraft Sale Agreement dated as of	, between Seller and ( Buyer ).


Article 3. Aircraft Lease Agreement dated as of	, between Buyer and Seller.

Terms used herein without definition will have the same meaning as in the Agreement.

Seller confirms for the benefit of Boeing it owns and controls the rights it purports to assign herein.

Seller has sold the Aircraft, including in that sale the transfer to Buyer of all remaining rights related to the Aircraft under the Agreement. To accomplish this transfer of rights, as authorized by the provisions of the Agreement:

Article 4. Buyer acknowledges it has reviewed the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance; and

Article 5. Buyer authorizes Seller to exercise, to the exclusion of Buyer all rights and powers of “Customer” with respect to the remaining rights related to the Aircraft under the Agreement. This authorization will continue until Boeing receives written notice from Buyer to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207 (if by mail) or (425) 237-1706 (if by facsimile). Until Boeing receives this notice, Boeing is entitled to deal exclusively with Seller as “Customer” with respect to the Aircraft under

[***] 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.

AGTA-HWI Appendix VIII Page 1

Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller

the Agreement. With respect to the rights, powers, duties and obligations of “Customer” under the Agreement, all actions taken by Seller or agreements entered into by Seller during the period prior to Boeing's receipt of that notice are final and binding on Buyer. Further, any payments made by Boeing as a result of claims made by Seller prior to receipt of such notice are to be made to the credit of Seller.

Article 6. Seller accepts the authorization set forth in paragraph 2 above, acknowledges it has reviewed the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those relating to any exclusion or limitation of liabilities or warranties, indemnity and insurance.

Article 7. Seller agrees to remain responsible for any payments due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.

Very truly yours,



SELLER	BUYER
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

[***] 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.

AGTA-HWI Appendix VIII Page 2

Appendix VIII

SAMPLE

Post-Delivery Sale with Lease to Seller

Receipt of the above letter is acknowledged and transfer of rights under the Agreement with respect to the Aircraft described above is confirmed, effective as of the date indicated below.

THE BOEING COMPANY

Its U Attorney-in-Fact

Dated

[***] 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.

AGTA-HWI Appendix VIII Page 3

Appendix IX

SAMPLE

SALE WITH LEASE

Boeing Commercial Airplanes

P. O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

U By Courier

1901 Oakesdale Ave. SW Renton, WA 98057 U.S.A.

Attention Vice President – Contracts

Mail Code 21-34

In connection with the sale by Hawaiian Airlines ( Seller ) to

( Purchaser ) and subsequent lease of the aircraft identified below, reference is made to the following documents:

Article 1. Purchase Agreement No. dated as of , ,

between The Boeing Company ( Boeing ) and Seller ( Agreement ) under which

Seller purchased certain Boeing Model aircraft, including the aircraft

bearing Manufacturer's Serial No(s). ( Aircraft ).

Article 2. Aircraft sale agreement dated as of , between Seller and Purchaser.

Article 3. Aircraft lease agreement dated as of , between Purchaser and ( Lessee )( Lease ).

Terms used herein without definition will have the same meaning as in the Agreement.

Seller has sold the Aircraft, including in that sale the assignment to Purchaser of all remaining rights related to the Aircraft under the Agreement . To accomplish this transfer of rights, as authorized by the provisions of the Agreement:

3.1 Seller confirms for the benefit of the Manufacturer it owns and controls the rights it purports to have assigned.

3.2 Purchaser agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, [data and documents/Materials] , training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance; and

3.3 Seller will remain responsible for any payment due Boeing as a result of obligations relating to the Aircraft incurred by Seller to Boeing prior to the effective date of this letter.

3.4 Purchaser authorizes Lessee during the term of the Lease to exercise, to the exclusion of Purchaser all rights and powers of // Buyer / Customer // with respect to the remaining rights related to the Aircraft under the Agreement. This authorization will continue until Boeing receives written notice from Purchaser to the contrary, addressed to Vice President - Contracts, Mail Code 21-34, Boeing Commercial Airplanes, P.O. Box 3707, Seattle, Washington 98124-2207 (if by mail) or (425) 237-1706 (if by facsimile). Until Boeing receives this notice, Boeing is entitled to deal exclusively

[***] 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.

AGTA-HWI Appendix IX Page 1

Appendix IX

SAMPLE

SALE WITH LEASE

with Lessee as // Buyer / Customer // with respect to the Aircraft under the Agreement. With respect to the rights, powers, duties and obligations of // Buyer / Customer // under the Agreement, all actions taken by Lessee or agreements entered into by Lessee during the period prior to Boeing's receipt of that notice are final and binding on Purchaser. Further, any payments made by Boeing as a result of claims made by Lessee prior to receipt of this notice are to be made to the credit of Lessee.

3.5 Lessee accepts the authorization set forth in paragraph 3 above, acknowledges it has reviewed the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, data and // documents / Materials // , training and services) delivered or to be delivered, it is bound by and will comply with all applicable terms, conditions, and limitations of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance.

Very truly yours,



SELLER	PURCHASER
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

( LESSEE )

By _________________________

Its _________________________

Dated ______________________

[***] 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.

AGTA-HWI Appendix IX Page 2

Appendix IX

SAMPLE

SALE WITH LEASE

Receipt of the above letter is acknowledged and the transfers of rights under the Agreement with respect to the Aircraft described above are confirmed, effective as of the date indicated below.

THE BOEING COMPANY

Its U Attorney-in-Fact

Dated

MSN

[***] 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.

AGTA-HWI Appendix IX Page 3

Appendix X

SAMPLE

Post-Delivery Security

Boeing Commercial Airplanes

P. O. Box 3707

Seattle, Washington 98124-2207 U.S.A.

U By Courier

1901 Oakesdale Ave. SW Renton, WA 98057 U.S.A.

Attention Vice President – Contracts

Mail Code 21-34

Reference is made to Purchase Agreement No. dated as of

, ( Agreement ) between The Boeing Company ( Boeing ) and

( Borrower ) pursuant to which Borrower purchased

from Boeing one (1) Boeing model aircraft bearing Manufacturer’s Serialm Number ( Aircraft ). The Agreement incorporates by reference the terms of Aircraft General Terms Agreement <AGTA> ( AGTA ) , dated , between Borrower and Boeing.

Terms used herein without definition will have the same meanings as in the Agreement.

Borrower confirms for the benefit of Boeing it owns and controls the rights it purports to assign herein.

In connection with Borrower’s financing of the Aircraft, Borrower is entering into a 20T // 20T Trust Indenture 20T / 20T Mortgage 20T // 20T , dated as of , between Borrower and Indenture 20T // 20T Trustee 20T / 20T Mortgagee 20T // 20T ( 20T // 20T Trust Indenture 20T / 20T Mortgage 20T // 20T ), which grants a security interest in 20T [the warranty rights/ all of its rights] 20T contained in the Agreement related to the Aircraft ( Assigned Rights ). Borrower is authorized to exercise the Assigned Rights until such time as the Indenture 20T // 20T Trustee 20T / 20T Mortgagee 20T // 20T notifies Boeing as provided below that an Event of Default under the 20T // 20T Trust Indenture 20T / 20T Mortgage 20T // 20T has occurred and is continuing. In connection with this assignment for security purposes, as authorized by the provisions of the Agreement:

Article 1. // Indenture Trustee / Mortgagee // , as assignee of, and holder of a security interest in, the estate, right, and interest of the Borrower in and to the Agreement pursuant to the terms of a certain // Trust Indenture / Mortgage // , acknowledges that it has received copies of the applicable provisions of the Agreement and agrees that in exercising any rights under the Agreement or asserting any claims with respect to the Aircraft or other things (including without limitation, Materials, training and services) delivered or to be delivered, its rights and remedies under the // Trust Indenture / Mortgage // will be subject to the terms and conditions of the Agreement including but not limited to those related to any exclusion or limitation of liabilities or warranties, indemnity and insurance.

Article 2. Borrower is authorized to exercise, to the exclusion of [Indenture Trustee/Mortgagee] all rights and powers of “Customer” under the Agreement, unless and until Boeing receives a written notice from // Indenture Trustee / Mortgagee // , addressed to its Vice President - Contracts, Boeing Commercial Airplanes at P.O. Box 3707, Seattle, Washington 98124, Mail Code 21- 34 (if by mail), or (425) 237-1706 (if by facsimile) that an event of default under the

[***] 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.

AGTA-HWI Appendix X Page 1

Appendix X

SAMPLE

Post-Delivery Security

// Trust Indenture / Mortgage // has occurred and is continuing. Until such notice has been given, Boeing will be entitled to deal solely and exclusively with Borrower. Thereafter, until // Indenture Trustee / Mortgagee // has provided Boeing written notice that any such event no longer continues, Boeing will be entitled to deal solely and exclusively with // Indenture Trustee / Mortgagee // . Boeing may act with acquittance and conclusively rely on any such notice.

Borrower will remain responsible to Boeing for any amounts due Boeing with respect to the Aircraft under the Agreement prior to Boeing’s receipt of such notice. We request that Boeing acknowledge receipt of this letter and confirm the transfer of rights set forth above by signing its acknowledgment and forwarding one copy of this letter to each of the undersigned.

Very truly yours,



	20T // 20T INDENTURE TRUSTEE 20T / 20T MORTGAGEE 20T //
By _________________________	By _________________________
Its _________________________	Its _________________________
Dated ______________________	Dated ______________________

[***] 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.

AGTA-HWI Appendix X Page 2

Appendix X

SAMPLE

Post-Delivery Security

Receipt of the above letter is acknowledged and the transfer of rights under the Agreement with respect to the Aircraft described above is confirmed, effective as of the date indicated below.

THE BOEING COMPANY

Its U Attorney-in-Fact

Dated

MSN

[***] 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.

AGTA-HWI Appendix X Page 3

CONFIDENTIAL TREATMENT REQUESTED

PURCHASE AGREEMENT NUMBER PA-04749

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

relating to

BOEING MODEL 787-9 AIRCRAFT

Page 1

[***] 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.

BOEING PROPRIETARY

TABLE OF CONTENTS



U ARTICLES
Article 1.	Quantity, Model and Description .....................................................
Article 2.	Delivery Schedule ...........................................................................
Article 3.	Price................................................................................................
Article 4.	Payment..........................................................................................
Article 5.	Additional Terms .............................................................................



U TABLE
1.	Aircraft Information Table................................................................



U EXHIBIT
A.	Aircraft Configuration ......................................................................
B.	Aircraft Delivery Requirements and Responsibilities.......................



U SUPPLEMENTAL EXHIBITS
AE1.	Airframe and Optional Features Escalation Adjustment .................
BFE1.	BFE Variables.................................................................................
CS1.	Customer Support Variables...........................................................
EE1.	Engine Escalation Adjustment, Engine Warranty and Patent Indemnity........................................................................................
SLP1.	Service Life Policy Components .....................................................

Page 2

[***] 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.

HWI-PA-04749

BOEING PROPRIETARY

U LETTER AGREEMENTS



LA-1706513	LA-Performance Guarantees [***]
LA-1707908	LA-[***]
LA-1707910	LA-[***]
LA-1707961	LA-Flexible Delivery Rights
LA-1707962	LA-e-Enabling Software Matters-787
LA-1707963	LA-EULA Special Matters
LA-1707964	LA-Liquidated Damages Non-Excusable Delay
LA-1707965	LA-Open Configuration Matters
LA-1707966	LA-Advance Payment Matters
LA-1707967	LA-Post-Delivery Software and Data Loading-787
LA-1707969	LA-Spare Parts Initial Provisioning
LA-1708012	LA-Special Matters
LA-1708014	LA-Aircraft Model Substitution
LA-1708015	LA-Purchase Rights
LA-1708016	LA-[***]
LA-1708017	LA-AGTA Terms Updates
LA-1708019	LA-[***]
LA-1708022	LA-[***]
LA-1708023	LA-Confidential Matters

Page 3

[***] 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.

HWI-PA-04749

BOEING PROPRIETARY

PURCHASE AGREEMENT NO. PA-04749

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

This Purchase Agreement No. PA-04749 between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc., ( Customer ), binding and in full force and effect on the date executed below ( Effective Date ), relating to the purchase and sale of Model 787-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, ( Purchase Agreement ) [***].


1.	Quantity, Model and Description .

The aircraft to be delivered to Customer will be designated as Model 787-9 aircraft ( Aircraft ). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A in the quantities listed in Table 1 to the Purchase Agreement. [***] prior to delivery of Customer’s first Aircraft, Boeing will provide Customer a Boeing document defining a customer inspection process appropriate to the 787 manufacturing process ( 787 Inspection Process ) which will supersede the provisions of Article 5.2 of the AGTA.


2.	Delivery Schedule .

The scheduled months of delivery of the Aircraft are listed in the attached Table 1. [***] Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.


3.	Price .

3.1 Aircraft Basic Price . The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices . The Advance Payment Base Prices listed in Table 1 were calculated utilizing the latest escalation factors available to Boeing on the date of this Purchase Agreement projected to the month of scheduled delivery.


4.	Payment .

4.1 [***] .

4.2 The standard advance payment schedule for the Model 787-9 aircraft requires Customer to make certain advance payments, expressed in [***] , due within [***] of the Effective Date. Additional advance payments for each Aircraft are due as specified in and on [***] listed in the attached Table 1.

Page 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.

HWI-PA-04749

BOEING PROPRIETARY

4.3 For any Aircraft whose scheduled month of delivery is less than [***] from the Effective Date, the total amount of advance payments due within [***] of the Effective Date will include all advance payments which are past due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above.

4.4 [***] .


5.	Additional Terms .

5.1 Aircraft Information Table . Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price,

(v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.

5.2 Airframe and Optional Features Escalation Adjustment . Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula . The provisions of Exhibit D to the AGTA are not applicable to this Purchase Agreement.

5.3 Buyer Furnished Equipment Variables . Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other variables applicable to the Aircraft.

5.4 Customer Support Variables . Information, training, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA will be deemed to refer to Supplemental Exhibit CS1 to the Purchase Agreement. If Customer obtains, or is set to obtain, duplicative training and planning assistance from that set out in Supplemental Exhibit CS1, then Boeing may adjust Supplemental Exhibit CS1 accordingly.

5.5 Engine Escalation Adjustment . Supplemental Exhibit EE1 contains: a) the engine escalation formula applicable to the Engine Price when such Engine Price is separately specified in Table 1, and b) the engine warranty and the engine patent indemnity for the Aircraft.

5.6 Service Life Policy Component Variables . Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

5.7 [***] .

5.8 Negotiated Agreement; Entire Agreement . This Purchase Agreement, including the provisions of [***] , and [***] and [***] , has been the subject of discussion and negotiation and is understood by the parties, and the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.

Page 5

[***] 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.

HWI-PA-04749

BOEING PROPRIETARY



AGREED AND ACCEPTED this

July 18, 2018
Date

THE BOEING COMPANY		HAWAIIAN AIRLINES, INC.

/s/ James P. Drinkwater		/s/ Peter R. Ingram
Signature		Signature

James P. Drinkwater		Peter R. Ingram
Printed name		Printed name

Attorney-in-Fact		President and Chief Executive Officer
Title		Title

Page 6

[***] 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.

HWI-PA-04749

BOEING PROPRIETARY

Table 1 To

Purchase Agreement No. PA-04749

Aircraft Delivery, Description, Price and Advance Payments



Airframe Model/MTOW: 787-9	[***] pounds	Detail Specification: [***] )
Engine Model/Thrust: [***]	[***] pounds	Airframe Price [*] Formula: [*]	ECI-W Afm
Airframe Price:	$[***]	Engine Price [*] Formula: [*]	787 ECI-W Eng
Optional Features Estimate:	$[***]
Sub-Total of Airframe and Features:	$[***]	Airframe Escalation Data:
Engine Price (Per Aircraft):	$[***]	[*] (ECI): [*]
Aircraft Basic Price (Excluding BFE/SPE):	$[***]	[*] (ICI): [*]
Buyer Furnished Equipment (BFE) Estimate:	$[***]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:	$[***]	[*] (ECI): [*]
		[*] (ICI): [*]
Deposit per Aircraft:	$[***]



Delivery Date	Number of Aircraft	Escalation Factor (Airframe)	Escalation Factor (Engine)	Escalation Estimate Adv Payment Base Price Per A/P	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Delivery Date	Number of Aircraft	Escalation Factor (Airframe)	Escalation Factor (Engine)	Escalation Estimate Adv Payment Base Price Per A/P	[***]	[***]	[***]	Total [***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]
[***]	1	[***]	[***]	$[***]	$[***]	$[***]	$[***]	$[***]

Total: 10

The interior allowance for 787-9 aircraft is $[***] ([***])

HWI-PA-04749 111677-1F.txt Boeing Proprietary Page 1

[***] 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.

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

EXHIBIT A to PURCHASE AGREEMENT NUMBER PA- 04749

Page 1

[***] 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.

BOEING PROPRIETARY

EXHIBIT A AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 787-9 AIRCRAFT

The content of this Exhibit A will be defined pursuant to the provisions of Letter Agreement HWI-PA-04749-LA-1707965 to the Purchase Agreement, entitled “Open Configuration Matters”. A listing of Optional Features attached to this Exhibit A has been utilized for purposes of estimating an Optional Features value for the Table 1. Such listing is subject to configuration discussions and a final configuration that is determined pursuant to Article 1.2 of the Open Configuration Matters Letter Agreement.

The listing of Optional Features provided below is based on the [***] passenger [***] and does not include any unique custom features that may be selected by Customer. The Optional Features listing provided below does not include all standard selectable features that Customer may select based on the final LOPA, In- Flight Entertainment, Connectivity selections, among others, and are subject to Boeing pricing and offerability. As such, the listing below is an estimate.



Option #	Option Title	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Page 2

[***] 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.

HWI-PA-04749-EXA

BOEING PROPRIETARY



[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

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BOEING PROPRIETARY



[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

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HWI-PA-04749-EXA

BOEING PROPRIETARY



[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

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BOEING PROPRIETARY



[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

Total $[***] $[***]

Notes:

Fixed options are noted with complete option numbers. These can be found in the Standard Selections catalog.

Options noted with four (4) characters show the ATA chapter, but the actual number is not known as these are options that would need to be created based on the actual configuration desired.

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BOEING PROPRIETARY

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

EXHIBIT B to PURCHASE AGREEMENT NUMBER PA- 04749

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BOEING PROPRIETARY

EXHIBIT B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 787-9 AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of the Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.


1.	GOVERNMENT DOCUMENTATION REQUIREMENTS .

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents . Not later than six (6) months prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. If required by the regulatory authority, Customer will authorize, by letter to the regulatory authority having jurisdiction, the display of such registration numbers by Boeing during the pre-delivery testing of the Aircraft, no later than three (3) months prior to delivery of each Aircraft.

Customer is responsible for furnishing any temporary or permanent registration certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction .

1.2.1 U.S. Registered Aircraft . Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft and provide to Customer at delivery. The above Boeing obligation only applies to commercial passenger aircraft.

1.2.2 Non-U.S. Registered Aircraft . If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least three (3) months prior to deliver y. Boeing will then use commercially reasonable efforts to obtain the certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger aircraft.

1.3 Customs Documentation .

1.3.1 Import Documentation . If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than three (3) months prior to

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BOEING PROPRIETARY

delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.

1.3.2 General Declaration - U.S . If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than twenty (20) days prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and

(ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than twenty (20) days prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

1.3.3 Export Declaration - U.S . If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection ( CBP ), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.


2.	INSURANCE CERTIFICATES .

Unless provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.


3.	NOTICE OF FLYAWAY CONFIGURATION .

Not later than twenty (20) days prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested "flyaway configuration" of the Aircraft for its ferry flight. This configuration letter should include:


(i)	[***];


(ii)	[***];


(iii)	[***];


(iv)	[***]; and


(v)	[***].

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BOEING PROPRIETARY


4.	DELIVERY ACTIONS BY BOEING .

4.1 Schedule of Inspections . All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules as soon as practical.

4.2 Schedule of Demonstration Flights . All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.

4.3 Schedule for Customer's Flight Crew . Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft as part of the delivery notice in accordance with article 6.1 of the AGTA.

4.4 Fuel Provided by [***].[***] will provide to [***] the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft.



Aircraft Model	Fuel Provided
787	[***]

4.5 Flight Crew and Passenger Consumables . Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.

4.6 Delivery Papers, Documents and Data . Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing to Customer.

4.7 Delegation of Authority . Boeing will present a certified copy of a delegation of authority, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.


5.	DELIVERY ACTIONS BY CUSTOMER .

5.1 Aircraft Radio Station License . At delivery Customer will provide its aircraft radio station license to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log . At delivery Customer will provide the aircraft flight log for the Aircraft.

5.3 Delegation of Authority . Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer's delegation of authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.

5.4 TSA Waiver Approval . Customer may be required to have an approved Transportation Security Administration ( TSA ) waiver for the ferry flight depending upon

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BOEING PROPRIETARY

the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application of the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.

5.5 Electronic Advance Passenger Information System . Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System ( eAPIS ). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. If eAPIS is required, a copy of the eAPIS form will be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

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BOEING PROPRIETARY

AIRFRAME AND OPTIONAL FEATURES ESCALATION ADJUSTMENT

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

Supplemental Exhibit AE1

to Purchase Agreement Number PA-04749

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BOEING PROPRIETARY

AIRFRAME AND OPTIONAL FEATURES ESCALATION ADJUSTMENT

relating to

BOEING MODEL 787-9 AIRCRAFT

1. Formula.

Airframe and Optional Features price adjustments ( Airframe Price Adjustment ) are used to allow prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following formula:

[***]

Where:

[***]

Where:

[***] (as set forth in Table 1 of this Purchase Agreement);

[***]

Where:

[***] (as set forth in Table 1 of this Purchase Agreement); and

[***]

Where:

[***]

As an example, for an Aircraft scheduled to be delivered in [***].

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BOEING PROPRIETARY

Note:


(i)	In determining the values of [*], all calculations and resulting values will be expressed as a decimal rounded to the nearest [*].


(ii)	[*] is the numeric ratio attributed to [*] in the Airframe Price Adjustment formula.


(iii)	.35 is the numeric ratio attributed to [***] in the Airframe Price Adjustment formula.


(iv)	The denominators [*] are the []. The applicable [**] and

corresponding [***] is provided by Boeing in Table 1 of this Purchase Agreement.


(v)	The final value of [*] will be rounded to the nearest [*].


(vi)	[***]


1.	Values to be Utilized in the Event of Unavailability.

1.1 If [***] substantially revises the methodology used for the determination of the values to be used to determine the [***] values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the delivery of any such Aircraft, select a substitute from other [***] data or similar data reported by [***] organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within [***] after delivery of the Aircraft, [***] should resume releasing values for the [***] needed to determine the Airframe Price Adjustment; such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the Aircraft from that determined at the time of delivery of the Aircraft.

1.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft [***] changes the [***] values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.

1.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1 in [***] occurring since [***] prior to the price base year shown in the Purchase Agreement.

1.4 If within [***] of Aircraft delivery, the [***] values are revised due to an acknowledged error by [***], the Airframe Price Adjustment will be re-calculated using [***]

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BOEING PROPRIETARY

(this does not include those values noted as preliminary by [***]). A credit memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental invoice.

Note:

(i)

The values released by [***] and available to Boeing [***] prior to [***] of an Aircraft will be used to determine the [***] values for the applicable [***] (including those noted as preliminary by [***]) to calculate the Airframe Price Adjustment for the Aircraft invoice at [***]. The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in [***], subject always to paragraph 2.4 above.


(ii)	The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be [*], where rounding of the [] digit will be increased to [] when the [] is equal to [**].

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BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

Supplemental Exhibit BFE1

to Purchase Agreement Number PA-04749

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BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-9 AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection. Customer will:

Select and notify Boeing of the suppliers and model of the following BFE items by the noted milestones/dates:



Upholstery	[***]
Galley Carts	[***]
Life Vests	[***]
Bar Units	[***]
Misc. Monuments	[***]

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BOEING PROPRIETARY




Non-Standard Closeout Furniture	[***]
Seats & IFE (All Classes) (The IFE supplier and intended components to go into the seats need to be defined. Other IFE including Connectivity selections can be selected per the Configuration Definition Schedule.)	[***]

The above dates are based on an assumed first delivery date of [***] and a [***] seat program.

2. On-dock Dates and Other Information.

On or before [***], Boeing will provide to Customer BFE requirements, electronically in My Boeing Fleet ( MBF ) through My Boeing Configuration ( MBC ) or by other means, setting forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other requirements relating to the in-sequence installation of BFE. Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. For planning purposes, the first Aircraft preliminary BFE seat requirements and preliminary on-dock dates for all BFE items are set forth below.

The below “Completion Date” represents the first day of the [***] by when the specific milestone must be completed to support the BFE seat program.

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BOEING PROPRIETARY

Customer’s First Aircraft: BFE Premium Class Seat and Non-Standard Closeout Furniture Program Milestones (First Aircraft Delivery Only)



Milestone	Completion Date
Initial Technical Coordination Meeting (ITCM)	[***]
Preliminary Design Review (PDR)	[***]
Critical Design Review (CDR)	[***]
Final Seat Review (FSR)	[***]
Seats & IFE (All Classes) On-Dock Date for 1st Aircraft delivery	[***]

The above schedule dates are subject to change based on the dates negotiated and agreed to at the ITCM.

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BOEING PROPRIETARY

Preliminary On-Dock

(Note: All requirements are set forth below. If a month is listed, then the due date is the first day of the month. If no date is listed, then there is no requirement.)



	Contract Aircraft Delivery Month	Upholstery On-Dock Date at Supplier *	BFE Hardware On-Dock Date at Boeing
1.	[***]	[***]	[***]
2.	[***]	[***]	[***]
3.	[***]	[***]	[***]
4.	[***]	[***]	[***]
5.	[***]	[***]	[***]
6.	[***]	[***]	[***]
7.	[***]	[***]	[***]
8.	[***]	[***]	[***]
9.	[***]	[***]	[***]
10.	[***]	[***]	[***]

* or as negotiated at ITCM with Seat Supplier.

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BOEING PROPRIETARY

3. Additional Delivery Requirements - Import.

Customer or its designee will be the “ importer of record ” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with

U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism ( C-TPAT ), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html

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HWI-PA-04749-BFE1

BOEING PROPRIETARY

SS 787 CUSTOMER SUPPORT DOCUMENT

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

SUPPLEMENTAL EXHIBIT CS1 to PURCHASE AGREEMENT NUMBER PA-04749

U This document contains U :



Part 1	Boeing Maintenance and Flight Training Programs; Operations Engineering Support
Part 2	Field and Engineering Support Services
Part 3	Technical Information and Materials
Part 4	Alleviation or Cessation of Performance
Part 5	Protection of Proprietary Information and Proprietary Materials

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BOEING PROPRIETARY

787 CUSTOMER SUPPORT DOCUMENT

PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING SUPPORT


1.	Boeing Training Programs.

Boeing will provide maintenance training, cabin attendant training, and flight training programs to support the introduction of the Aircraft into service as provided in this Supplemental Exhibit CS1.

1.1 Customer is awarded [***] points ( Training Points ). At any time before [***] ( Training Program Period ) Customer may exchange Training Points for any of [***] described on Attachment A at the point values described on Attachment A. At the end of the Training Program Period any unused Training Points will expire. Customer may request an extension if there are unused Training Points.

1.2 In addition to the training provided in Article 1.1, Boeing will provide to Customer the following training and services:


1.2.1	Operational Familiarization for Dispatchers model specific instruction:


(i)	For [*] Aircraft purchased: [*].


(ii)	For [*] Aircraft purchased: [*].

1.2.2 Performance engineer model specific instruction in Boeing’s regularly scheduled courses; subject to class size limitations; schedules are published yearly.


1.2.3	Electronic Check List Authoring Course; [***]


1.2.4	Additional Flight Operations Services:


(i)	For [*]Aircraft purchased Instructor pilots for [*] (as defined in Article 5.4, below) to provide revenue service training assistance, including ferry flight, base training and/or line assist.


(ii)	For [*]Aircraft purchased: Instructor pilots for [*] (as defined in Article 5.4, below) to provide revenue service training assistance, including ferry flight, base training and/or line assist.


(iii)	An instructor pilot to visit Customer for a [*] period, [*] to review Customer’s flight crew operations.

If any part of the training described in this Article 1.2 is not completed by Customer within [***], Boeing will have no obligation to provide such training.

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2.	Training Schedule and Curricula.

2.1 Customer and Boeing will together to conduct planning conferences approximately [***] (or sooner based on mutual agreement) [***] to define and schedule a mutually acceptable plan for the maintenance training, flight training and cabin attendant training programs. At the conclusion of each planning conference the parties will document Customer’s course selection and training requirements, and, if applicable, Training Point application and remaining Training Point balance.

2.2 In addition to the planning conferences, Customer may also request training by written notice to Boeing identifying desired courses, dates and locations. Within [***] of Boeing’s receipt of such request Boeing will provide written response to Customer confirming whether the requested courses are available at the times and locations requested by Customer.


3.	Location of Training.

3.1 Boeing will conduct flight, dispatcher, performance engineering and maintenance training at any of its appropriately equipped training facilities. [***], subject to space being available in the desired courses at the selected training facility on the dates desired.

3.2 [***], subject to the following conditions:

3.2.1 [***];

3.2.2 [***];

3.2.3 [***];

3.2.4 [***]; and

3.2.5 [***].


4.	Training Materials.

Training Materials will be provided for each student. Training Materials may be retained by Customer and used only for (i) the individual student’s reference during Boeing provided training and for review thereafter and (ii) Customer’s provision of training to individuals directly employed by Customer.


5.	Additional Terms and Conditions.

5.1 All training will reflect an airplane configuration defined by (i) Boeing’s standard configuration specification for 787 aircraft, (ii) Boeing’s standard configuration specification for the minor model of 787 aircraft selected by Customer, and (iii) any optional features selected by Customer from Boeing’s standard catalog of optional features. Upon Customer’s request, Boeing may provide training customized to reflect other elements of Customer’s Aircraft configuration subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.

5.2 All training will be provided in the English language. If translation is required, Customer will provide interpreters. Customer will be responsible for the additional cost

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BOEING PROPRIETARY

associated with an increase in Boeing’s standard course length to accommodate translation and may use training points to offset such additional costs.

5.3 Customer will be responsible for all expenses of Customer’s personnel. Boeing will provide transport Customer's personnel between their local lodging and Boeing's training facility upon Customer request if such training is conducted in the Seattle area.

5.4 Boeing flight instructor personnel will not be required to work more than five (5) days per week, or more than eight (8) hours in any one twenty-four (24) hour period, of which not more than five (5) hours per eight (8) hour workday will be spent in actual flying ( Pilot Day ). These foregoing restrictions will not apply to ferry flight assistance or revenue service training services, which will be governed by FAA rules and regulations.

5.5 Normal Line Maintenance is defined as line maintenance that Boeing might reasonably be expected to furnish for flight crew training at Boeing’s facility, and will include ground support and Aircraft storage in the open, but will not include provision of spare parts. Boeing will provide Normal Line Maintenance services for any Aircraft while the Aircraft is used for flight crew training at Boeing’s facility in accordance with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair Station Operation and Inspection Manual (Boeing document D6-25470). Customer will provide such services if flight crew training is conducted elsewhere. Regardless of the location of such training, Customer will be responsible for providing all maintenance items (other than those included in Normal Line Maintenance) required during the training, including, but not limited to, fuel, oil, landing fees and spare parts.

5.6 If the training is based at Boeing’s facility and the Aircraft is damaged during such training, Boeing will make all necessary repairs to the Aircraft as promptly as possible. Customer will pay Boeing’s reasonable charge, including the price of parts and materials, for making the repairs. If Boeing’s estimated labor charge for the repair exceeds [***], Boeing and Customer will enter into an agreement for additional services before beginning the repair work.

5.7 If the flight training is based at Boeing’s facility, several airports in the surrounding area may be used, at Boeing’s option. Unless otherwise agreed in the flight training planning conference, it will be Customer’s responsibility to make arrangements for the use of such airports. Boeing will work with Customer to facilitate such arrangements.

5.8 If Boeing agrees to make arrangements on behalf of Customer for the use of airports for flight training, Boeing will pay on Customer’s behalf any landing fees charged by any airport used in conjunction with the flight training. At least [***] before flight training, Customer will provide Boeing an open purchase order against which Boeing will invoice Customer for any [***] fees Boeing paid on Customer’s behalf. The invoice will be submitted to Customer approximately [***] after flight training is completed, when all [***] fee charges have been received and verified. Customer will pay the invoiced amount to Boeing within [***] of the date of the invoice.

5.9 [***].

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787 CUSTOMER SUPPORT DOCUMENT

PART 2: FIELD AND ENGINEERING SUPPORT SERVICES


1.	Field Service Representation.

Boeing will furnish field service representation to advise Customer with respect to the maintenance and operation of the Aircraft ( Field Service Representatives ).

1.1 Field service representation will be available at or near Customer’s main maintenance or engineering facility beginning [***] and ending [***] covered by a specific purchase agreement.

1.2 Included within Boeing’s field service representation will be [***] available for up to [***] at Customer’s main maintenance location or another site as mutually agreed. If Customer requests field service representation at a site other than Customer’s main maintenance location, Customer will assist the [***] with airport identification passes and formal introduction to the airport authorities at such site.

1.3 Customer will provide [***].

1.4 Boeing’s [***] are assigned to various airports and other locations around the world. Whenever Customer’s Aircraft are operating through any such airport, the services of Boeing’s [***] are available to Customer.


2.	Engineering Support Services.

2.1 Boeing will, if requested by Customer, provide reasonable (as determined by Boeing) technical advisory assistance from the Puget Sound area or from an alternate location, at Boeing’s sole discretion, for any Aircraft or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical advisory assistance, provided, will include:

2.1.1 Analysis of the information provided by Customer to determine the probable nature and cause of operational problems and a suggestion of possible solutions.

2.1.2 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory schedule reliability and a suggestion of possible solutions.

2.1.3 Analysis of the information provided by Customer to determine the nature and cause of unsatisfactory maintenance costs and a suggestion of possible solutions.

2.1.4 Analysis and commentary on Customer’s engineering releases relating to structural repairs not covered by Boeing’s Structural Repair Manual including those repairs requiring advanced composite structure design.

2.1.5 Analysis and commentary on Customer’s engineering proposals for changes in, or replacement of, systems, parts, accessories or equipment manufactured to Boeing’s detailed design. Boeing will not analyze or comment on any major structural

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change unless Customer’s request for such analysis and comment includes complete detailed drawings, substantiating information (including any information required by applicable government agencies), all stress or other appropriate analyses, and a specific statement from Customer of the substance of the review and the response requested.

2.1.6 Maintenance Engineering. Boeing will be provide remote offsite support via Webex, teleconferences, BCS messages and emails. Boeing will provide the following on-site Maintenance Engineering support:

2.1.6.1 Maintenance Planning Assistance. Upon request, Boeing will provide (i) [***] and (ii) [***]. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.6.2 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide [***]. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.6.3 Maintenance Engineering Evaluation. Upon request, Boeing will provide [***]. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

2.1.7 Flight Operations Engineering Support. Boeing will provide the following Flight Operations Engineering support:

2.1.7.1 Assistance with the analysis and preparation of performance data to be used in establishing operating practices and policies for Customer’s operation of Aircraft.

2.1.7.2 Assistance with interpretation of the minimum equipment list, the definition of the configuration deviation list and the analysis of individual Aircraft performance.

2.1.7.3 Assistance with solving operational problems associated with delivery and route-proving flights.

2.1.7.4 Information regarding significant service items relating to Aircraft performance or flight operations.

2.1.7.5 If requested by Customer, Boeing will provide operations engineering support during the ferry flight of an Aircraft. Such support will be provided from the Puget Sound area or from an alternate location, at Boeing’s sole discretion.

2.1.7.6 Assistance in developing an Extended Operations ( ETOPS ) plan for regulatory approval. Upon request, Boeing will provide one on-site visit to Customer’s main base to assist with the development of their ETOPS operational program and to provide consultation related to ETOPS operational planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by the Customer. Boeing will provide reasonable flight operations engineering

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support via Webex and telecons. [***] onsite visit will be determined before entry into service but dates for the visit will need to be mutually agreed upon prior to the visit. If an additional on-site visit is requested by Customer, Boeing will make reasonable effort to support.

2.2 Post Delivery/Service Support. Boeing will, if requested by Customer, perform work on an Aircraft after delivery but prior to the initial departure flight or upon the return of the Aircraft to Boeing’s facility prior to completion of that flight. The following conditions will apply to Boeing’s performance:

2.2.1 Boeing may rely upon the commitment authority of the Customer’s personnel requesting the work.

2.2.2 As title and risk of loss has passed to Customer, the insurance provisions of Article 8.2 of the AGTA apply.

2.2.3 The provisions of the Boeing warranty in Part 2 of Exhibit C of the

AGTA apply.

2.2.4 Customer will pay Boeing for requested work not covered by the

Boeing warranty, if any.

2.2.5 The [***] and [***] provisions in Article 11 of Part 2 of Exhibit C of the AGTA apply.

2.3 Boeing may, at Customer’s request, provide services other than those described in Articles 2.1 and 2.2 of this Part 2 of Supplemental Exhibit CS1 for an Aircraft after delivery, which may include, but not be limited to, retrofit kit changes (kits and/or information), training, flight services, maintenance and repair of Aircraft ( Additional Services ). Such Additional Services will be subject to a mutually acceptable price, schedule, scope of work and other applicable terms and conditions.

The [***] and the [***] provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance provisions in Article 8.2 of the AGTA will apply to any such work. Title to and risk of loss of any such Aircraft will always remain with Customer.

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787 CUSTOMER SUPPORT DOCUMENT

PART 3: TECHNICAL INFORMATION AND MATERIALS


1.	General.

Customer Information is defined as any data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data; (viii) service bulletin incorporation; and (ix) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.

Upon execution by Customer of Boeing’s standard form Customer Services General Terms Agreement, Supplemental Agreement for Electronic Access and, as required, the applicable Boeing licensed software order, Boeing will provide to Customer through electronic access certain Materials to support the maintenance and operation of the Aircraft. Such Materials will, if applicable, be prepared generally in accordance with Aerospace Industries Association Specification 1000D ( S1000D ) and Air Transport Association of America ( ATA ) iSpec 2200, entitled “Information Standards for Aviation Maintenance.” Materials not covered by iSpec 2200 will be provided in a structure suitable for the Material’s intended use. Materials will be in English and in the units of measure used by Boeing to manufacture an Aircraft.


2.	Materials Planning Conferences.

Customer and Boeing will conduct planning conferences approximately [***] in order to mutually determine (i) the Materials to be furnished to Customer in support of the Aircraft, (ii) the Customer Information to be furnished by Customer to Boeing, (iii) the additional information related to certain Boeing furnished Materials, including but not limited to: delivery timing, delivery method and revision information, all of which will be recorded in a worksheet ( Document Worksheet ), (iv) the update cycles of the Materials to be furnished to Customer, (iv) the update cycles of the Customer Information to be furnished to Boeing, (v) any Customer preparations necessary for Customer’s transmittal of Customer Information to Boeing, and (vi) any Customer preparations necessary for Customer’s electronic access to the Materials.

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3.	Technical Data and Maintenance Information.

Boeing will provide technical data and maintenance information equivalent to that traditionally provided in the following manuals and documents. Boeing (i) will provide such data and information through electronic access or other means, and (ii) reserves the right to change the format of such data and information, both at its sole discretion.


(i)	Flight Operations Information.

Airplane Flight Manual ( AFM )

Dispatch Deviation Guide ( DDG )

ETOPS Guide Vol. III (Operational Guidelines and Methods)

Flight Attendant Manual ( FAM )

Flight Crew Operations Manual and Quick Reference Handbook ( FCOM/QRH )

Flight Crew Training Manual ( FCTM )

Flight Management Computer ( FMC ) Supplementary Data Document

Jet Transport Performance Methods ( JTPM )

Performance Engineer’s Tool ( PET )

Weight and Balance Manual (Chapter 1, Control and Loading) ( WBM )

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(ii)	Maintenance Information.



Aircraft Maintenance Manual (Part 1) ( AMM ) Systems Description Section ( SDS )
Aircraft Maintenance Manual (Part 2) ( AMM ) Practices and Procedures
Baggage Cargo Loading Manual ( BCLM )
Boeing Component Maintenance Manual ( BCMM )
Component Service Bulletins ( CSB )
Engineering Design Data – Assembly and Installation Drawings
Engineering Design Data – Assembly and Installation Drawings Bill of Materials
Fault Isolation Manual ( FIM )
Fault Reporting Manual ( FRM )
Live Animal Carriage Document ( LACD )
Maintenance Implementation Document ( MID )
Maintenance Tips ( MTIP )
Markers and Stencils
Nondestructive Test Manual ( NDT )
Profile Drawings
Remote Certification Service Bulletin
Service Bulletins ( SB ) a. Service Bulletin Information Notices ( IN )
Service Letters ( SL )
Standard Overhaul Practices Manual Chapter 20 ( SOPM )
Standard Wiring Practices Manual Chapter 20 ( SWPM )
Structural Repair Manual ( SRM )
Systems Schematics ( SSM )
Validation Copy Service Bulletin
Wiring Diagrams ( WDM )

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(iii)	Maintenance Planning.

Airplane Maintenance Inspection Intervals ( AMII )

Configuration, Maintenance and Procedures ( CMP ) for ETOPS

ETOPS Guide Vol. II (Maintenance Program Guidelines)

Maintenance Planning Data (sections 1-8) ( MPD )

Maintenance Planning Data (section 9) 787 Airworthiness Limitations ( AWL )

Maintenance Planning Data (section 9)

787 Certification Maintenance Requirements ( CMR )

Maintenance Planning Data (section 9)

787 Airworthiness Limitations - Line Number Specific ( AWLLNS )

Maintenance Planning Data (section 9) 787 Special Compliance Items ( SCI )

Maintenance Review Board Report ( MRBR )

Maintenance Task Cards and Index ( TASK )


(iv)	Spares Information.

Illustrated Parts Data ( IPD )

Product Standards ( PSDS )


(v)	Airplane & Airport Information.

Airplane Characteristics for Airport Planning ( ACAP )

Airplane Rescue and Fire Fighting Information ( ARFF )

Airplane Recovery Document ( ARD )

Engine Ground Handling Document ( EGH )

ETOPS Guide Vol. 1 (CMP Supplement)

GSE Tooling Drawings (3D Model, bill of Material, 2D Drawings and Drawing Notes)

Illustrated Tool and Equipment Manual ( ITEM )

Maintenance Facility and Equipment Planning Document ( MFEPD )

Special Tool and Ground Handling Index ( IND )


(vi)	Shop Maintenance.

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Component Maintenance Manual /Overhaul Manual

( CMM/OHM ) Index

Product Support Supplier Directory ( PSSD )

Supplier’s Component Maintenance Manuals ( SCMM )

Supplier Product Support and Assurance Agreements

Document (Vols. 1 & 2) ( PSAA ) Supplier Service Bulletins ( SSB )

(i) Fleet Statistical Data and Report .

Fleet reliability views, charts, and reports


4.	Advance Representative Materials.

Boeing will select all advance representative Materials from available sources and whenever possible will provide them through electronic access. Such advance Materials will be for advance planning purposes only.


5.	Configured Maintenance Engineering Materials.

All configured Materials will reflect the configuration of each Aircraft as delivered.


6.	Revisions.

6.1 The schedule for updating certain Materials will be identified in the planning conference. Such updates will reflect changes to Materials developed by Boeing.

6.2 If Boeing receives written notice that Customer intends to incorporate, or has incorporated, any Boeing service bulletin in an Aircraft, Boeing will update Materials reflecting the effects of such incorporation into such Aircraft.


7.	Supplier Technical Data.

7.1 For supplier-manufactured programmed airborne avionics components and equipment classified as Seller Furnished Equipment ( SFE ) which contain computer software designed and developed in accordance with Radio Technical Commission for Aeronautics Document No. RTCA/DO-178B dated December 1, 1992 (with an errata issued on March 26, 1999), or later as available, Boeing will request that each supplier of the components and equipment make software documentation available to Customer.

7.2 The provisions of this Article will not be applicable to items of BFE.

7.3 Prior to the scheduled delivery month of the first Aircraft, Boeing will furnish to Customer copies of the documents which identify the terms and conditions of the product support agreements between Boeing and its suppliers Product Support and Assurance Agreements ( PSAA ).


8.	Buyer Furnished Equipment Data.

Boeing will incorporate BFE maintenance information, as applicable, into the configured Materials providing Customer makes the information available to Boeing at least [***] of each Aircraft. Boeing will incorporate such BFE maintenance information into the Materials prior to delivery of each Aircraft reflecting the configuration of that Aircraft as

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delivered. Upon Customer’s request, Boeing may provide update service after delivery to such information subject to the terms of Part 2, Article 2.3 relating to Additional Services. Customer agrees to furnish all BFE maintenance information in Boeing’s standard digital format, ATA Spec 2000.


9.	Customer’s Shipping Address.

From time to time Boeing may furnish certain Materials or updates to Materials by means other than electronic access. Customer will specify a single address and Customer will promptly notify Boeing of any change to that address. Boeing will pay the reasonable shipping costs of the Materials. Customer is responsible for any customs clearance charges, duties, and taxes.

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787 CUSTOMER SUPPORT DOCUMENT

PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE

Boeing will not be required to provide any services, training or other things at a facility designated by Customer if any of the following conditions exist:

1. a labor stoppage or dispute in progress involving Customer that would be reasonably anticipated to interfere with the provision of such services, training, or other things by Boeing hereunder;

2. wars or warlike operations, riots or insurrections in the country where the facility is located;

3. any condition at the facility which, in the opinion of Boeing, is detrimental to the general health, welfare or safety of its personnel or their families;

4. the United States Government refuses permission to Boeing personnel or their families to enter into the country where the facility is located, or recommends that Boeing personnel or their families leave the country; or

Boeing will not be required to provide any Materials at a facility designated by Customer if the United States Government refuses permission to Boeing to deliver Materials to the country where the facility is located.

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787 CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1. General.

All Materials provided by Boeing to Customer and not covered by a Boeing CSGTA or other agreement between Boeing and Customer defining Customer’s right to use and disclose the Materials and included information will be covered by and subject to the terms of the AGTA as amended by the terms of the Purchase Agreement. Title to all Materials containing, conveying or embodying confidential, proprietary or trade secret information ( Proprietary Information ) belonging to Boeing or a third party ( Proprietary Materials ), will at all times remain with Boeing or such third party. Customer will treat all Proprietary Materials and all Proprietary Information in confidence and use and disclose the same only as specifically authorized in the AGTA as amended by the terms of the Purchase Agreement.

2. License Grant.

2.1 Boeing grants to Customer a worldwide, non-exclusive, non-transferable license to use and disclose Proprietary Materials in accordance with the terms and conditions of the AGTA as amended by the terms of the Purchase Agreement. Customer is authorized to make copies of Materials (except for Materials bearing the copyright legend of a third party), and all copies of Proprietary Materials will belong to Boeing and be treated as Proprietary Materials under the AGTA as amended by the terms of the Purchase Agreement. Customer will preserve all proprietary legends, and all copyright notices on all Materials and insure the inclusion of those legends and notices on all copies.

2.2 Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Customer Information or derivative works thereof in Boeing data and information products and services provided indicia identifying Customer Information as originating from Customer is removed from such Customer Information. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Customer Information in such agreement.

3. Use of Proprietary Materials and Proprietary Information.

Customer is authorized to use Proprietary Materials and Proprietary Information for the purpose of: (a) operation, maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials and Proprietary Information have been specified by Boeing and (b) development and manufacture of training devices and maintenance tools for use by Customer.

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4. Providing of Proprietary Materials to Contractors.

Customer is authorized to provide Proprietary Materials to Customer’s contractors for the sole purpose of maintenance, repair, or modification of Customer’s Aircraft for which the Proprietary Materials have been specified by Boeing. In addition, Customer may provide Proprietary Materials to Customer’s contractors for the sole purpose of developing and manufacturing training devices and maintenance tools for Customer’s use. Before providing Proprietary Materials to its contractor, Customer will first obtain a written agreement from the contractor by which the contractor agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to be bound by all of the restrictions and limitations of this Part 5, and (c) that Boeing is a third party beneficiary under the written agreement. Customer agrees to provide copies of all such written agreements to Boeing upon request and be liable to Boeing for any breach of those agreements by a contractor. A sample agreement acceptable to Boeing is attached as Appendix VII to the AGTA.

5. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.

5.1 When and to the extent required by a government regulatory agency having jurisdiction over Customer or an Aircraft, Customer is authorized to provide Proprietary Materials and to disclose Proprietary Information to the agency for use in connection with Customer’s operation, maintenance, repair, or modification of such Aircraft. Customer agrees to take all reasonable steps to prevent the agency from making any distribution, disclosure, or additional use of the Proprietary Materials and Proprietary Information provided or disclosed. Customer further agrees to notify Boeing immediately upon learning of any (a) distribution, disclosure, or additional use by the agency, (b) request to the agency for distribution, disclosure, or additional use, or (c) intention on the part of the agency to distribute, disclose, or make additional use of Proprietary Materials or Proprietary Information.

5.2 In the event of an Aircraft or Aircraft systems-related incident, the Customer may suspend, or block access to Customer Information pertaining to its Aircraft or fleet. Such suspension may be for an indefinite period of time.

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787 CUSTOMER SUPPORT DOCUMENT ATTACHMENT A

787 TRAINING POINTS MENU

Revision Date December 2014



787 Training Courses	Per Class Student Maximum	Total Points Per Class*
Flight - All Flight courses must be taught at a Boeing facility
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]



Cabin Crew/Door Training
[***]	[***]	[***]
[***]	[***]	[***]



Maintenance
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

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Generic Training Courses
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]



CBT Products	For Customer’s Internal Use Only CBT License
Flight
[***]	[***]
[***]	[***]
[***]	[***]
Maintenance
[***]	[***]

*Points per Class are based upon training conducted according to Boeing’s standard training courses. Extended or modified courses will require point adjustment to reflect altered work statement or duration.

**Non-social Sessions are those in which any part of the session falls between midnight and 06:00 A.M. local time. To qualify for this discount all simulator sessions for a given course must be scheduled as Non-social Sessions.

# Courses must be taught at a Boeing facility.

The courses and products listed in this Attachment A are subject to change from time to time as new courses are added and courses are removed. Boeing reserves the right to change course offering at its own discretion.

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ENGINE ESCALATION ADJUSTMENT, ENGINE WARRANTY AND PATENT INDEMNITY

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC.

Supplemental Exhibit EE1

to Purchase Agreement Number PA-04749

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ENGINE ESCALATION ADJUSTMENT, ENGINE WARRANTY AND PATENT INDEMNITY

relating to

BOEING MODEL 787-9 AIRCRAFT


1.	ENGINE ESCALATION.

The Aircraft Basic Price of each Aircraft set forth in Table 1 of the Purchase Agreement includes an aggregate price for General Electric Aircraft GEnx series engines and all accessories, equipment and parts provided by the engine manufacturer ( Engines ). The adjustment in Engine Price applicable to each Aircraft ( Engine Price Adjustment ) will be determined at the time of Aircraft delivery in accordance with the following formula:

[***]

Where:

[***]

Where:



	[***] (as set forth in Table 1 of this Purchase Agreement);

[***]

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Where:



	[***] (as set forth in Table 1 of this Purchase Agreement); and



	[***]

Where:



	[***]

As an example, for an Aircraft scheduled to be delivered in [***]

NOTE:


(i)	In determining the values of [*], all calculations and resulting values will be expressed as a decimal rounded to the nearest [*].


(ii)	[*] is the numeric ratio attributed to [*] in the Engine Price Adjustment formula.


(iii)	[*] is the numeric ratio attributed to [*] in the Engine Price Adjustment formula.


(iv)	The denominators ([*]) are the []. The applicable [**] and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement.


(v)	The final value of [*] will be rounded to the nearest [*].


(vi)	[***].


2.	Values to be Utilized in the Event of Unavailability.

2.1 If [***] substantially revises the methodology used for the determination of the values to be used to determine the [***] values (in contrast to benchmark adjustments

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or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Engine Price Adjustment, [***] agrees to meet jointly with Boeing and the Customer (to the extent such parties may lawfully do so) prior to the delivery of any such Aircraft, select a substitute from other [***] data or similar data reported by [***] organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within [***],[***] should resume releasing values for the [***] needed to determine the Engine Price Adjustment, such values will be used to determine any increase or decrease in the Engine Price Adjustment for the Engine from that determined at the time of delivery of the Aircraft.

2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery [***] of an Aircraft [***] changes the [***] values as defined above, such re-based values will be incorporated in the Engine Price Adjustment calculation.

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Engine Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit EE1 in [***] occurring since [***] prior to the [***] shown in the Purchase Agreement.

2.4 If within [***], the [***] are revised due to an acknowledged error by [***], the Engine Price Adjustment will be re-calculated using the [***] (this does not include those values noted as preliminary by [***]). A credit memorandum or supplemental invoice will be issued for the Engine Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental invoice.

NOTE:

(i)

The values released by [***] and available to Boeing [***] of an Aircraft will be used to determine the [***] values for the applicable months (including those noted as preliminary by [***]) to calculate the Engine Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and no Engine Price Adjustments will be made after Aircraft delivery for any subsequent changes in [***], subject always to paragraph 2.4 above.


(ii)	The maximum number of digits to the right of the decimal after rounding utilized in any part of the Engine Price Adjustment equation will be [*], where rounding of the [] digit will be increased to [] when the [] digit is equal to [**].

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BOEING PROPRIETARY


3.	Engine Warranty.

Boeing has obtained from [***] the right to extend to Customer the provisions of [***]'s warranty as set forth below (herein referred to as Warranty ); subject, however, to Customer's acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of [***]'s Warranty as hereinafter set forth, and such Warranty will apply to all [***] type engines (including all Modules and Parts thereof), as such terms are defined in the Warranty ([***] type Engines ) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and [***] have executed, or hereinafter execute, a general terms agreement ( Engine GTA ), then the terms of the Engine GTA will be substituted for and supersede the provisions of the Warranty and the Warranty will be of no force or effect and neither Boeing nor [***] will have any obligation arising there from. In consideration for Boeing's extension of the [***] Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such [***] type Engines and Customer hereby waives releases and renounces all its rights in all such claims, obligations and liabilities. The Warranty is contained in the Warranty and Product Support Plan set forth in Exhibit C to the applicable purchase contract between [***] and Boeing. Copies of the Warranty and Product Support Plan will be provided to Customer by Boeing upon request.

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BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

between

THE BOEING COMPANY

and

HAWAIIAN AIRLINES, INC. SUPPLEMENTAL EXHIBIT SLP1

to PURCHASE AGREEMENT NUMBER PA-04749

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BOEING PROPRIETARY

SERVICE LIFE POLICY COMPONENTS

relating to

BOEING MODEL 787-9 AIRCRAFT

This is the listing of SLP Components for the Aircraft which relate to Part 3, U Boeing Service Life Policy U of Exhibit C, U Product Assurance Document to the AGTA and is a part of Purchase Agreement No. PA-04749.


1.	Wing.

[***]


2.	Body. [***]

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HWI-PA-04749-SLP1

BOEING PROPRIETARY


3.	Vertical Stabilizer.

[***]

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HWI-PA-04749-SLP1

BOEING PROPRIETARY


4.	Horizontal Stabilizer.

[***]


5.	Engine Pylon.

[***]


6.	Main Landing Gear.

[***]


7.	Nose Landing Gear.

[***]

NOTE: The Service Life Policy does not cover [***] used in or on the [***].

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HWI-PA-04749-SLP1

BOEING PROPRIETARY

The Boeing Company


P.O.	Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1706513

Hawaiian Airlines, Inc. Honolulu

International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Aircraft Performance Guarantees

Reference: Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.

Boeing agrees to provide Customer with the performance guarantees in the Attachment. [***]. [***] to the terms in Letter Agreement No. HWI-PA-04749-LA-1708016.


1.	Assignment.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the [***] of Boeing.


2.	Confidentiality.

Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. HWI-PA-04749-LA-1708023.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

HWI-PA-04749-LA-1706513

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BOEING PROPRIETARY

The Boeing Company


P.O.	Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1706513

Hawaiian Airlines, Inc. Honolulu

International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Flexible Delivery Rights


Reference:	Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	Flexible Delivery Rights.

Customer will have a one-time right to slide or accelerate each of the [***] Aircraft on the Table 1 as of the date of Definitive Agreement a contracted delivery position ( Flexible Delivery Rights ), subject to the following conditions:

1.1 Flexible Delivery Rights will only apply to the [***] Aircraft in Customer’s delivery stream.

1.2 Customer may slide or accelerate a maximum of [***].

1.3 Flexible Delivery Rights will be subject to available position taking into consideration Boeing’s production constraints and other limitations.

1.4 If a delivery position is not available within the [***] window described in 1.2, then Boeing will promptly make a written offer of an alternate delivery month for Customer’s consideration and written acceptance within thirty days of such offer.


2.	Written Notice.

Customer must notify Boeing in writing no later than [***] prior to the contracted delivery month of the identified Aircraft of its intention to slide or accelerate such delivery. Boeing will also consider additional slide or acceleration requests from Customer beyond the rights provided herein.

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3.	Confidentiality.

HWI-PA-04749-LA-1707961

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

HWI-PA-04749-LA-1707961

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HWI-PA-04749-LA-1707962

Hawaiian Airlines, Inc.

Honolulu International Airport

PO Box 30008

Honolulu, HI 96820-0008

Subject: Model 787 e-Enabling Software Matters


Reference:	a) Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft ).

b) Customer Services General Terms Agreement No. 2A ( CSGTA ) between Boeing and Customer

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

1. Customer’s Aircraft is equipped with onboard loadable hardware, including such hardware as the Class 3 EFB System and the Core Network Server ( CNS ). [***], as set forth in the Purchase Agreement and the 787 Software License Orders [***]. [***]. This Letter Agreement will be updated if Class 3 EFB System is replaced.

2. Certain [***] information specified in Article 3 of Part 3 of Supplemental Exhibit CS1 to the Purchase Agreement may be provided in [***].

3. Additional Terms and Conditions.

[***] on the following conditions: [***] and [***].

The CSGTA must be executed between Boeing and Customer no later than [***] prior to delivery of Customer's first 787 Aircraft.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

HWI-PA-04749-LA-1707962

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707963

Hawaiian Airlines, Inc.

Honolulu International Airport

PO Box 30008

Honolulu, HI 96820-0008


Subject:	Special Matters relating to COTS Software and End User License Agreements


Reference:	Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

Recitals

Certain third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft ( COTS Software ).

The industry practice for COTS Software is to permit manufacturers to install the software in products for sale to customers. The manufacturer is required to pass to the customer an End User License Agreement ( EULA ), which covers the right to use the COTS Software. The EULAs also require each user of the product to further license the software and pass the EULA to any user to whom they transfer the product.

Because of the industry practice for COTS Software, Boeing does not acquire title to COTS Software and cannot pass title to COTS Software at the time of delivery of the Aircraft.

Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the rights and obligations of the parties with respect to the COTS Software included in the Aircraft.

Agreement

1. Prior to delivery of the Aircraft, Boeing will make available to Customer copies of all EULAs applicable to the Aircraft. Customer agrees to comply with all provisions of the applicable EULAs.

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BOEING PROPRIETARY

Notwithstanding the provisions of Article 6.3 of the AGTA, at [***], Boeing will provide Customer a bill of sale conveying good title, free of encumbrances except as provided in applicable EULAs.

Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

[***] 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.

HWI-PA-04749-LA-1707963 Page 2

BOEING PROPRIETARY

The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707964

Hawaiian Airlines, Inc.

Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Liquidated Damages – Non-Excusable Delay

Reference: Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

Definition of Terms:

Non-Excusable Delay : Delay in delivery of any Aircraft beyond the last day of the delivery month ( Scheduled Delivery Month ) established in the Purchase Agreement by any cause that is not an Excusable Delay pursuant to Article 7 of the AGTA and for which Customer would otherwise, but for this Letter Agreement, be entitled to a remedy from Boeing pursuant to applicable law.


1.	Liquidated Damages .

Boeing agrees to pay Customer liquidated damages for each day of Non-Excusable Delay in excess of [***] (collectively Non-Excusable Delay Payment Period ) at a rate of [***] U.S. Dollars ($[***])[***] not to exceed an aggregate sum of [***] U.S. Dollars ($[***])[***] ( Liquidated Damages ). Liquidated Damages will be payable in immediately available funds at actual delivery of the Aircraft.


2.	Interest .

In addition to the Liquidated Damages in section 1, for each day of Non-Excusable Delay in excess of [***], Boeing will pay Customer interest calculated as follows ( Interest ):

[***]. The interest rate in effect for each day will be computed using the one month London Interbank Offered Rate ( LIBOR ) as published in the Wall Street Journal, US edition, or a successor rate as mutually agreed, effective the first business day of the calendar month and reset each calendar month.

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BOEING PROPRIETARY

Such interest will be calculated on a [***] basis and [***].


3.	Right of Termination .

Customer will not have the right to refuse to accept delivery of any Aircraft because of a Non-Excusable Delay unless and until the aggregate duration of the Non- Excusable Delay for such Aircraft exceeds [***] ( Non- Excusable Delay Period ). Within [***] of receipt of [***] that delivery of an Aircraft will be delayed beyond the Non-Excusable Delay Period ( Notice ), [***] may terminate the Purchase Agreement as to such Aircraft by [***]. If neither Party terminates the Purchase Agreement within said [***] period, then the Purchase Agreement will remain in effect for that Aircraft. Failure by [***] to provide Notice prior to the end of the Non-Excusable Delay Period shall not preclude either Party from exercising its termination right within [***] beyond the Non-Excusable Delay Period.


4.	Termination: Payment .

If the Purchase Agreement is terminated with respect to any Aircraft for a Non- Excusable Delay, Boeing will pay Customer:


(i)	Liquidated Damages at the later to occur of: (a) the [*], or (b) [*].


(ii)	Within [***] for Interest calculated and paid in full as described above, except the period of interest calculation will end on the date Boeing returns such advance payments, excluding the actual day of return.


(iii)	Within [***] for the entire principal amount of the advance payments received by Boeing for such Aircraft.


5.	Exclusive Remedies .

The remedies set forth in this Letter Agreement are Customer’s exclusive remedies for a Non-Excusable Delay and are in lieu of all other damages, claims, and remedies of Customer arising at law or otherwise for any Non-Excusable Delay in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such Non-Excusable Delay.


6.	Assignment .


7.	Confidentiality .

Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential

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BOEING PROPRIETARY

and are subject to the terms and conditions set forth in Letter Agreement No. HWI-PA-04749-LA-1708023.

Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

Hawaiian Airlines, Inc.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707965

Hawaiian Airlines, Inc.

Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Open Configuration Matters

Reference: Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	Aircraft Configuration.

1.1 Initial Configuration. The initial configuration of the Aircraft is defined by Boeing Model [***]. Due to the long period of time between Purchase Agreement signing and delivery of the first Aircraft, the final configuration of the Aircraft will be completed as described below.

1.2 Final Configuration. The Aircraft configuration will be completed using [***]. Boeing and Customer will incorporate certain other configuration changes into the Aircraft as such changes are offered by [***] and accepted by [***] ( Final Configuration ) in accordance with the following schedule:

1.2.1 No later than [***], Boeing and Customer will meet to discuss potential optional features.

1.2.2 Within [***] after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.

1.2.3 Customer will then have [***] to accept or reject the optional features.

1.3 Should Customer request additional time beyond the schedule outlined in 1.2, Boeing will reasonably consider such request based on the schedule constraints at that time.

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2.	Effect on Purchase Agreement.

2.1 Following Final Configuration, Boeing will provide a written amendment to the Purchase Agreement ( Amendment ). Customer will execute the Amendment within [***] addressing the items below:

2.1.1 [***];

2.1.2 [***]pursuant to Article 1.2 above [***];

2.1.3 [***] contained in Exhibit A of the Purchase Agreement and referenced in Table 1 of the Purchase Agreement; and

2.1.4 [***] contained in Table 1 of the Purchase Agreement [***].

2.2 Revisions to the [***] may be included in the Amendment when such [***], otherwise such [***] will be addressed at the time [***].

2.3 If the Amendment to the Purchase Agreement does not occur as set out in Article 2.1 above, then [***], as set out in Article 1.2 above, [***].


3.	Other Letter Agreements.

As the definition of the Aircraft progresses, there may be a need to execute additional letter agreements addressing one or more of the following subjects:

3.1 Software. Additional provisions relating to software.

3.2 Installation of Cabin Systems Equipment. Additional provisions relating to the terms under which [***].

3.3 Special Terms - Seats. Provisions relating to the terms under which [***]

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BOEING PROPRIETARY



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707966

Hawaiian Airlines, Inc. 20T

Honolulu International Airport 20T PO Box 30008

20T Honolulu, HI 96820-0008

Subject: Advance Payment Matters

Reference: Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	U Alternative Advance Payment Schedule U .

Notwithstanding the Advance Payment Schedule contained in Table 1 of the Purchase Agreement, Customer may pay advance payments, according to the following schedule, for Aircraft on order as of the date of signing the Purchase Agreement, and for Substitute Aircraft and Option Aircraft that Customer exercises.



Due Date of Payment	Amount Due per Aircraft
	(Percentage times Advance Payment Base Price)
Within [***]	[***] %
[***]	[***] %
[***]	[***] %
[***]	[***] %
[***]	[***] %
Total	[***] %


2.	Assi g nment.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration

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of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.


3.	Confidential Treatment.

Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707967

Hawaiian Airlines, Inc.

Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Model 787 Post-Delivery Software and Data Loading

Reference: a) Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787 aircraftn( Aircraft )

b) Letter Agreement entitled “Model 787 e-Enabling Software Matters”

c) Customer Services General Terms Agreement No. 2A ( CSGTA ) between Boeing and Customer, including Supplemental Agreement for Electronic Access ( SA-EA ), Supplemental Agreement for e-Enabling ( SA-eE ), and 787 Software License Orders

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

U Introduction U

Prior to title transfer of the Aircraft to Customer, Boeing baseline production software will be installed in the Aircraft. Such production software will be used by Boeing, and may be used by Customer during standard customer inspection activities, to test and validate applicable e-enabling features and associated hardware, including but not limited to features such as: [***], [***]. [***], as set out in Article 1 and Article 2 below, will not be installed [***], prior to [***].


1.	Boeing-Provided Operational Software and Data.

Pursuant to the Purchase Agreement and applicable 787 software license order(s), immediately following title transfer of the Aircraft to Customer, Boeing will, upon Customer’s request, load Boeing-provided operational software and data onto onboard loadable hardware that [***] as described in the Purchase Agreement and applicable 787 software license order(s).


2.	Customer Provided Operational Software and Data.

2.1 Airline Modifiable Software. If Customer has elected to customize software or modify settings and features of selected onboard software or databases from what is

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set forth in Exhibit A of the Purchase Agreement, at Customer’s request, Boeing will provide a courtesy load of Customer’s version of such operational software immediately following title transfer of the Aircraft. [***].

2.2 [***] and/or Other Third Party Operational Software and Databases. If Customer provides Customer-developed software applications or has licensed additional software or databases from [***] and/or other third party supplier for installation onto an onboard loadable system, [***]. [***].

2.3 IFE Customer Software. IFE Customer Software will mean any software which is obtained by the Customer from a source other than Boeing for installation in the IFE system. [***]. The time required for the IFE supplier to complete the loading of the IFE Customer Software is estimated to be approximately [***]. If Customer fails to make appropriate arrangements with its IFE supplier in accordance with Boeing instructions, the Aircraft will be solely configured with Boeing’s baseline production software for the Boeing catalogue selected IFE configuration. Boeing’s FAA approved Repair Station will not be available to Customer or its IFE supplier to revise the IFE system hardware or IFE Customer Software while the Aircraft is on Boeing property prior to delivery flyaway, even if an FAA approved service bulletin is available for such revision.


3.	Additional Terms and Conditions.

3.1 With respect to Customer provided [***] referenced in Article 2.1 and 2.2, above, Customer will grant, and/or will obtain from the suppliers, a [***].[***] however, Boeing expects Customer to [***]. Boeing will [***] and use the same only as specifically authorized under the terms of this Letter Agreement.

3.2 The [***] performed by Boeing pursuant to this Letter Agreement will be performed in a workmanlike manner. The time required to complete the Boeing performed [***] is estimated to be approximately [***] per attempt. Customer’s sole remedy and Boeing’s sole obligation and liability for the [***] performed by Boeing are limited to the [***].

3.2.1 If any Customer-provided [***] referred to in Article 2.1 above, [***].

3.2.2 If any Customer-provided [***] referred to in Article 2.2 [***].

3.3 If any IFE Customer Software [***]. In such an event, and upon Customer’s request, Boeing will [***].

3.4 Customer is responsible for [***].

3.5 A dual signature (Boeing and Customer) Onboard Authentication System ( OAS ) Airplane Modifiable Information ( AMI ) will be installed on the Aircraft giving access to Boeing and Customer, which is required to perform data and software loads after title transfer of the Aircraft. After fly-away, [***].

3.6 Customer will [***] pursuant to this Letter Agreement. For the purposes of this Article 3.6, Boeing is defined as The Boeing Company, its divisions, subsidiaries,

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affiliates, the assignees of each and their respective directors, officers, employees and agents.

3.7 The [***] and [***] provisions in Article 11 of Part 2 of Exhibit C of the Aircraft General Terms Agreement ( AGTA ) and the insurance provisions of Article 8.2 of the AGTA will apply to [***]. For purposes of this Article 3.7, all [***] provided directly by Boeing will be defined as Materials (and not “Aircraft Software”). [***].

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1707969

Hawaiian Airlines, Inc.

Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Spare Parts Initial Provisioning

Reference: a) Purchase Agreement No. PA-04749 (Purchase Agreement) between The Boeing Company (Boeing) and Hawaiian Airlines, Inc. (Customer) relating to Model 787-9 aircraft (Aircraft)

b) Customer Services General Terms Agreement No. 2A ( CSGTA ) between Boeing and Customer.

This letter agreement ( Letter Agreement ) is entered into on the date below and amends and supplements the CSGTA. All terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for Aircraft which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which Boeing and Customer will (i) identify those Spare Parts and Standards critical to Customer’s successful introduction of the Aircraft into service and its continued operation, (ii) place Orders under the provisions of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards, and (iii) manage the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.

1. Definitions .

1.1 Provisioning Data means [***].

1.2 Provisioning Items means [***].

1.3 Provisioning Products Guide means [***]

2. Phased Provisioning .

2.1 Provisioning Products Guide . Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

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2.2 Initial Provisioning Meeting . On or about [***] the parties will conduct an initial provisioning meeting where [***] in accordance with the Provisioning Products Guide. If the lead time from execution of the Purchase Agreement until [***] t is less than [***], the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.

2.3 Provisioning Data . During the initial provisioning meeting Customer will provide to Boeing the [***] described in [***] of the Provisioning Products Guide. After review and acceptance by Boeing of such Customer information, Boeing will prepare the Provisioning Data. Such Provisioning Data will be furnished to Customer on or about [***]. The Provisioning Data will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for initial provisioning of Spare Parts and Standards for the Aircraft. Boeing will furnish to Customer revisions to the Provisioning Data until approximately [***].

2.4 Buyer Furnished Equipment ( BFE ) Provisioning Data . Unless otherwise advised by Boeing, Customer will [***], in accordance with the schedule established during the initial provisioning meeting.

3. Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft .

3.1 Schedule . In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items and any GSE, special tools or engine spare parts which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines.

3.2 Prices of Initial Provisioning Spare Parts .

3.2.1 Boeing Spare Parts . The Provisioning Data will [***] listed in paragraph 3.3, below, that are Boeing Spare Parts, and such [***] from [***] to Customer in the Provisioning Data.

3.2.2 Supplier Spare Parts . Boeing will provide [***] listed in Article 3.3, below, that are Supplier Spare Parts. [***] for any Supplier Spare Parts that are Provisioning Items or for any items ordered for initial provisioning of GSE, special tools manufactured by suppliers, QEC kits, or engine spare parts will be [***].

3.3 QEC Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits . In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in the quick engine change ( QEC ) kits, Standards kits, raw material kits, bulk materials kits and service bulletin kits which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a price for such kits. Customer will place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting.

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4. Delivery .

For Spare Parts and Standards ordered by Customer in accordance with paragraph 3 of this Letter Agreement, Boeing will, insofar as reasonably possible, deliver to Customer such Spare Parts and Standards on [***]. Customer and Boeing will agree upon the date to begin delivery of the provisioning Spare Parts and Standards ordered in accordance with this Letter Agreement. Where appropriate, Boeing will arrange for shipment of such Spare Parts and Standards which are manufactured by suppliers directly to Customer from the applicable supplier's facility. The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts and Standards will be as established at the initial provisioning meeting and thereafter by mutual agreement.

5. Substitution for Obsolete Spare Parts .

5.1 Obligation to Substitute Pre-Delivery . Prior to delivery of the first Aircraft, if any Spare Part purchased by Customer from Boeing in accordance with this Letter Agreement as initial provisioning for the Aircraft is [***], then [***].

5.2 Delivery of Obsolete Spare Parts and Substitutes . [***] pursuant to this paragraph 5 [***]. [***].

6. Repurchase of Provisioning Items .

6.1 Obligation to Repurchase . During a period commencing [***], and ending [***], Boeing will, upon receipt of Customer's written request and subject to the exceptions in paragraph 6.2, [***] (i) [***],

(ii) [***], and (iii) [***].

6.2 Exceptions . Boeing will not be obligated under paragraph 6.1 to [***].

6.3 Notification and Format . [***].

6.4 Review and Acceptance by Boeing . [***].

6.5 Price and Payment . [***] .

6.6 Delivery of Repurchased Provisioning Items . [***].

7. Title and Risk of Loss .

[***].

8. Termination for Excusable Delay .

[***].

9. Order of Precedence .

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In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1708012

Hawaiian Airlines, Inc.

Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: Special Matters

References: 1) Purchase Agreement No. PA-04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 Aircraft ( Aircraft );


2)	Letter Agreement HWI-PA-04749-LA-1708014 entitled “Aircraft Model Substitution” ( Aircraft Model Substitution Letter );


3)	Letter Agreement HWI-PA-04749-LA-1708013 entitled “Option Aircraft” ( Option Aircraft Letter ); and


4)	Letter Agreement HWI-PA-04749-LA-1708015 entitled “Right to Purchase Additional Aircraft” ( Purchase Rights Letter )

This letter agreement ( Letter Agreement ) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.1 Credit Memoranda . In consideration of Customer’s purchase of [***] 787-9 Aircraft, at the time of delivery of each such Aircraft, unless otherwise noted, Boeing will provide to Customer the following credit memorandum:

1.1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum ( Basic Credit Memorandum ) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

1.2 Substitute Aircraft Credit Memoranda . In the event that Customer exercises its right to replace an Aircraft with a Substitute Aircraft, as that term is defined in the Aircraft Model Substitution Letter, Boeing will provide to Customer the following credit memorandum:

1.2.1 787-8 Substitute Aircraft Basic Credit Memorandum . If Customer elects to substitute into 787-8 Substitute Aircraft, Boeing will issue to Customer a 787-8 Substitute Aircraft basic credit memorandum (787-8 Substitute Aircraft Basic Credit Memorandum) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

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1.2.2 787-10 Substitute Aircraft Basic Credit Memorandum . If Customer elects to substitute into 787-10 Substitute Aircraft, Boeing will issue to Customer a 787-

10 Substitute Aircraft basic credit memorandum (787-10 Substitute Aircraft Basic Credit Memorandum) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

1.3 Fleet Transition Credit Memoranda . In consideration of Customer’s purchase of a total quantity of [***] of either Aircraft and/or Substitute Aircraft, Boeing will provide the following credit memoranda:

1.3.1 Flight Simulator Credit Memorandum . Boeing will issue to Customer a flight simulator credit memorandum ( Flight Simulator Credit Memorandum ) to assist with simulator and related data package costs, in a [***] amount of [***] U.S. Dollars ($[***]). The Flight Simulator Credit Memorandum will be paid in two installments. The first installment in the amount of [***] U.S. Dollars ($[***]) will be available no earlier than [***]. The second installment in the amount [***] U.S. Dollars ($[***]) will be available no earlier than [***].

1.3.2 Flight Transition Credit Memoranda . In lieu of Customer selecting 1.3.1 Boeing will provide Customer with the following credit memoranda:

1.3.2.1 Flight Transition One-Time Credit Memorandum. Not earlier than [***], Boeing will issue to Customer a flight transition one-time credit memorandum ( Flight Transition One-Time Credit Memorandum ) in a [***] of [***] U.S. Dollars ($[***]).

1.3.2.2 Flight Transition Recurring Credit Memorandum. At the time of delivery of each Aircraft, Boeing will issue to Customer a flight transition recurring credit memorandum ( Flight Transition Recurring Credit Memorandum ) in an amount of [***] U.S. Dollars ($[***]).

1.3.3 787 Tooling Credit Memorandum. Boeing will, not earlier than [***], issue to Customer a one-time 787 tooling credit memorandum ( 787 Tooling Credit Memorandum ), in a [***] of [***] U.S. Dollars ($[***]). The 787 Tooling Credit Memorandum may be used for the purchase of Boeing goods and services.

1.3.4 787 Maintenance Training Credit Memorandum . Boeing will, not earlier than [***], issue to Customer a one-time 787 maintenance training credit memorandum ( 787 Maintenance Training Credit Memorandum ), in a [***] amount of [***] U.S. Dollars ($[***]). The 787 Maintenance Training Credit Memorandum may be used for the purchase of Boeing goods and services.

1.3.5 787 Initial Parts Provisioning Credit Memorandum . Boeing will, not earlier than [***], issue to Customer a one-time 787 initial parts provisioning credit memorandum ( 787 Initial Parts Provisioning Credit Memorandum ), in a [***] amount of [***] U.S. Dollars ($[***]). The 787 Initial Parts Provisioning Credit Memorandum may be used for the purchase of Boeing goods and services.

1.3.6 787 Fleet Transition Credit Memorandum . In lieu of 1.3.3, 1.3.4 and 1.3.5, Boeing will, at the time of delivery of each Aircraft, issue to Customer a 787 fleet transition credit memorandum ( 787 Fleet Transition Credit Memorandum ), in an amount of [***] U.S. Dollars ($[***]).

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1.3.7 767 Fleet Transition Advance Credit Memorandum . Boeing will, at the time of Definitive Agreement, issue to Customer a one-time 767 fleet transition advance credit memorandum ( 767 Fleet Transition Advance Credit Memorandum ), in a [***] amount of [***] U.S. Dollars ($[***]) payable in either cash or Boeing goods and services.

1.3.8 767 Fleet Transition Price Credit Memorandum . In lieu of 1.3.7, Boeing will, at the time of delivery of each Aircraft, issue to Customer a 767 fleet transition price credit memorandum ( 767 Fleet Transition Price Credit Memorandum ), in an amount of [***] U.S. Dollars ($[***]).

1.4 Purchase Right and Option Aircraft Credit Memoranda . In the event that Customer exercises Purchase Right Aircraft or Option Aircraft, [***], Boeing will provide to Customer the following credit memoranda. [***]:

1.4.1 787-9 Purchase Right or Option Aircraft Credit Memorandum . If Customer elects to exercise a 787-9 Purchase Right or Option Aircraft, Boeing will, at the time of delivery of such aircraft, issue to Customer a credit memorandum (787-9 Purchase Right or Option Aircraft Credit Memorandum ) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

1.4.2 787-8 Purchase Right or Option Aircraft Credit Memorandum . If Customer elects to exercise a 787-8 Purchase Right or Option Aircraft, Boeing will, at the time of delivery of such aircraft, issue to Customer a credit memorandum (787-8 Purchase Right or Option Aircraft Credit Memorandum ) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

1.4.3 787-10 Purchase Right or Option Aircraft Credit Memorandum . If Customer elects to exercise a 787-10 Purchase Right or Option Aircraft, Boeing will, at the time of delivery of such aircraft, issue to Customer a credit memorandum (787-10 Purchase Right or Option Aircraft Credit Memorandum) in an amount of [***] U.S. Dollars ($[***]) in [***] dollars.

1.5 Post-Production Seat Integration One-Time Credit Memorandum . If Customer elects post-production business class seat integration, Boeing will, not earlier than [***], issue to Customer a post-production seat integration one-time credit memorandum ( Post-Production Seat Integration One- Time Credit Memorandum ), in a [***] amount of [***] U.S. Dollars ($[***]) payable in either cash or Boeing goods and services. The Post- Production Seat Integration One-Time Credit Memorandum is conditioned on Boeing receiving assurance that such post-production seat integration program does not prevent Boeing from recognizing aircraft delivery in the contracted delivery [***].

1.6 Other Credit Memoranda Terms . Unless otherwise noted, the amounts of the credit memoranda set forth in paragraphs 1.1.1, 1.2.1, 1.2.2, 1.3.2.2, 1.3.6, 1.3.8, 1.4.1, 1.4.2 and 1.4.3 above are stated in base year dollars, as defined in

Attachment 1A to the Purchase Agreement, and will be escalated to the scheduled delivery month of the respective Aircraft pursuant to the airframe escalation formula set forth in the Purchase Agreement. In addition, unless otherwise noted, the credit memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of

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the respective Aircraft at the time of delivery or (ii) used for the purchase of other Boeing goods and services (but will not be applied to advance payments).

2. Delivery Schedule Flexibility. Customer has the right to change the first two delivery positions from [***] and [***] to either [***] and [***] (Option 1) or to [***] and [***] (Option 2). If Customer does not notify Boeing of its intent to use Option 1 or Option 2 by [***] then such right will expire and aircraft delivery positions will remain as outlined in Table 1. Should Customer select Option 1 or Option 2, the Table 1 and Buyer Furnished Equipment Variables documents will be amended accordingly.

3. Option Aircraft. Customer has the right to purchase up to [***] 787 Option Aircraft as replacements on a one-to-one basis for Purchase Right Aircraft as described in Letter Agreement HWI-PA-04749-LA-1708015. Such right will expire on December 18, 2018. The ten (10) Option Aircraft delivery months will be subject to available position taking into account Boeing’s production constraints and other limitations.

4. Assignment. Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft at time of delivery and becoming the operator of the Aircraft. This Letter Agreement and the Credit Memoranda described herein cannot be assigned, in whole or in part, without the prior written consent of Boeing.

5. Confidentiality . Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential and are subject to the terms and conditions set forth in Letter Agreement No. HWI-PA-04749-LA-1708023.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

HWI-PA-04749-LA-1708012

Special Matters

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1708014

Hawaiian Airlines, Inc. 20T

Honolulu International Airport 20T PO Box 30008

20T Honolulu, HI 96820-0008

Subject: Aircraft Model Substitution

Reference: Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )

Customer may substitute the purchase of Boeing Model 787-8 aircraft or Model 787-10 aircraft (individually 787-8 Substitute Aircraft and 787-10 Substitute Aircraft , and collectively referred to as Substitute Aircraft ) in place of any Aircraft (including any exercised Option Aircraft or Purchase Right Aircraft), subject to the following terms and conditions:


1.	Customer’s Written Notice.

Customer shall provide written notice of its election to substitute the purchase of an Aircraft with the purchase of a Substitute Aircraft [***].


2.	Available Delivery Position.

2.1 Customer’s substitution right [***].

2.2 If a delivery position for the Substitute Aircraft [***] is not available, then [***].

2.3 [***].


3.	Definitive Agreement.

Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive supplemental agreement for the purchase of the Substitute Aircraft within [***] or [***] in accordance with paragraph 2 above.

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4.	Price and Advance Payments.

4.1 The Airframe Price that will be identified in the definitive supplemental agreement for the Substitute Aircraft will equal the sum of:

(i) [***] and

(ii) [***].

4.2 The Optional Features for the Substitute Aircraft will be [***].

4.3 If applicable, [***].

4.4 [***].


5.	Assignment.


6.	Confidentiality.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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Attachment A To

Letter Agreement HWI-PA-04749-LA-1708014

GE Engines - 787-10 Substitute Aircraft Delivery, Description and Price



Airframe Model/MTOW: 787-10	[***] pounds	Detail Specification: [***]
Engine Model/Thrust: [***]	[***]pounds	Airframe Price [*] Formula: [*]	ECI-MFG/CPI
Airframe Price:	$[***]	Engine Price [*] Formula: [*]	787 ECI-MFG CPI Eng
Optional Features:	$ [***]
Sub-Total of Airframe and Features:	$[***]	Airframe Escalation Data:
Engine Price (Per Aircraft):	$[***]	[*] (ECI): [*]
Aircraft Basic Price (Excluding BFE/SPE):	$ [***]	[*] (CPI): [*]
Buyer Furnished Equipment (BFE) Estimate:	$[***]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:	$[***]	[*] (ECI): [*]
		[*] (CPI): [*]

For illustration purposes, [***] Airframe Price and Current Escalation Data are shown for Substitute Aircraft. The interior allowance for 787-10 Substitute Aircraft is $ [***] in [***]

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107654-1F.txt Boeing Proprietary Page 1

Attachment B To

Letter Agreement HWI-PA-04749-LA-1708014

GE Engines - 787-8 Substitute Aircraft Delivery, Description and Price



Airframe Model/MTOW: 787-8	[***] pounds	Detail Specification: [***]
Engine Model/Thrust: [***]	[***]pounds	Airframe Price [*] Formula: [*]	ECI-W Afm
Airframe Price:	$[***]	Engine Price [*] Formula: [*]	787 ECI-W Eng
Optional Features:	$ [***]
Sub-Total of Airframe and Features:	$[***]	Airframe Escalation Data:
Engine Price (Per Aircraft):	$[***]	[*] (ECI): [*]
Aircraft Basic Price (Excluding BFE/SPE):	$ [***]	[*] (ICI): [*]
Buyer Furnished Equipment (BFE) Estimate:	$[***]	Engine Escalation Data:
In-Flight Entertainment (IFE) Estimate:	$[***]	[*] (ECI): [*]
		[*] (ICI): [*]

For illustration purposes, [***] Airframe Price and Current Escalation Data are shown for Substitute Aircraft. The interior allowance for 787-8 Substitute Aircraft is $ [***] in [***]

[***] 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.

107698-1F.txt Boeing Proprietary Page 1

The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1708015

Hawaiian Airlines, Inc. 19T

Honolulu International Airport 19T PO Box 30008

19T Honolulu, HI 96820-0008

Subject: Right to Purchase Additional Aircraft

Reference: Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	Right to Purchase Incremental Aircraft.

Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have the right to purchase ( Purchase Right ) ten (10) additional Boeing Model 787-9 aircraft as purchase right aircraft ( Purchase Right Aircraft ).


2.	Delivery.

The Purchase Right Aircraft are offered subject to available position taking into account Boeing’s production constraints and other limitations ( STAP ) for delivery prior to [***] ( Delivery Period ). The delivery positions are subject to the same Delivery Reset as provided for the firm Aircraft.


3.	Configuration.

3.1 Subject to the provisions of Article 3.2, below, the configuration for the Purchase Right Aircraft will be the Detail Specification for Model 787-9 aircraft at the revision level in effect at the time of the Notice of Exercise. Such Detail Specification will be revised to include (i) changes applicable to such Detail Specification that are developed by Boeing between the date of such Detail Specification and the signing of the Definitive Agreement (as defined below), (ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.

3.2 [***] .

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4.	Price.

4.1 [***].

4.2 [***].


5.	Payment.

At Definitive Agreement, advance payments will be payable as set forth in Table 1 of the Purchase Agreement. The remainder of the Aircraft Price for each Purchase Right Aircraft will be paid [***]. The Advance Payment Base Price used to determine the advance payment amounts will be developed in accordance with the terms of the Purchase Agreement and determined at the time of Definitive Agreement.


6.	Notice of Exercise and Payment of Deposit.

Customer may exercise a Purchase Right by giving written notice to Boeing [***], specifying the desired [***] of delivery within the Delivery Period ( Notice of Exercise ). If Boeing confirms the delivery [***]requested by Customer to be available, Customer will send payment, by [***], of Boeing’s then standard proposal deposit for Model 787-9 aircraft ( Deposit ) for each Purchase Right Aircraft subject to the Notice of Exercise. If the delivery [***] requested by Customer are not available for delivery of such Purchase Right Aircraft prior to [***], then Boeing will [***]. The Deposit will be applied against the first advance payment due for each such Purchase Right Aircraft.

[Bank information removed]


7.	Definitive Agreement.

Following Customer’s exercise of a Purchase Right in accordance with the terms and conditions stated herein and Boeing’s identification of an available delivery position acceptable to Customer, the parties will sign a definitive supplemental agreement for the purchase of such Purchase Right Aircraft ( Definitive Agreement ) within [***] of such exercise ( Purchase Right Exercise ). The Definitive Agreement will include the provisions then contained in the Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions.


8.	General Expiration of Rights.

Each Purchase Right will expire at the time of execution of the Definitive Agreement for the applicable Purchase Right Aircraft, or, if no such Definitive Agreement is executed, on [***].


9.	Assignment.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration

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of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.


10.	Confidentiality.

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1708017

Hawaiian Airlines, Inc. Honolulu International Airport PO Box 30008

Honolulu, HI 96820-0008

Subject: AGTA Terms Updates

Reference: Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	AGTA Basic Articles.

Article 2.1.1, “Airframe Price”, of the basic articles of the AGTA is revised to read as follows:

2.1.1 Airframe Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For certain model aircraft, as reflected in the purchase agreement, the Airframe Price includes the engine price at its basic thrust level).

Article 2.1.3, “Engine Price”, of the basic articles of the AGTA is revised to read as follows:

2.1.3 Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase agreement (not applicable to certain models of aircraft as reflected in the purchase agreement).

Article 2.1.5, “Escalation Adjustment”, of the basic articles of the AGTA is revised to read as follows:

2.1.5 Escalation Adjustment is defined as the price adjustment to the Airframe Price (which includes the basic engine price for certain models of aircraft as reflected in the purchase agreement) and the Optional Features Prices resulting from the calculation using the

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economic price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the applicable purchase agreement. The price adjustment to the Engine Price will be calculated using the economic price formula in the Engine Escalation Adjustment supplemental exhibit to the applicable purchase agreement when the Airframe Price does not include the engine price at its basic thrust level as reflected in the purchase agreement.

[***]


2.	AGTA – Appendix I “Sample Insurance Certificate”.

Appendix I, entitled “SAMPLE Insurance Certificate”, under the [***] section, the aircraft models and corresponding insurance amounts are hereby revised as follows:



737	US $[***]
747, 767, 777, & 787	US $[***]


3.	AGTA - Exhibit C “Product Assurance Document”.

Warranty Periods . Part 2, Article 3.1, of Exhibit C to the AGTA is amended to read as follows:

3.1 Warranty . The warranty period begins on the date of aircraft or Boeing Product delivery ( Delivery ) and ends at the applicable time specified in subsections 3.1 (i) through 3.1 (iii) below:


(i)	for all Boeing aircraft models except 767, the warranty period ends [***];


(ii)	in addition, for a Boeing Product installed at the time of delivery in a 787 model aircraft but not inspected during the initial [*] warranty period, the warranty period continues until the date upon which Customer first inspects such Boeing Product pursuant to its Boeing Maintenance Planning Data Document but not later than [*];


(iii)	for Boeing aircraft model 767, the warranty period ends [***].

Filing a Claim . Part 2, Article 6.2.1, of Exhibit C to the AGTA is amended to add the following provision:

(xi) for 787 model aircraft claims submitted after the [***] warranty period, the specific reference within the Boeing Maintenance

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Planning Data Document to the inspection requirement for such Boeing Product.

Service Life Policy . Part 3, Article 2.2, of Exhibit C to the AGTA is amended to read as follows:


2.2	SLP Policy Periods.

2.2.1 The policy period for SLP Components initially installed on a 787 aircraft is [***].

2.2.2 The policy period for SLP Components purchased from Boeing by Customer as spare parts for 787 aircraft is [***] or [***], whichever first expires.

Price . Part 3, Article 3, of Exhibit C to the AGTA is amended to read as follows:

3. Price .

The price Customer will pay for replacement of a failed SLP Component will be calculated pursuant to the following formulas:

(i) For 787 aircraft only:

[***]

where:

[***]

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Very truly yours,



THE BOEING COMPANY

By	/s/ James P. Drinkwater

Its	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By	/s/ Peter R. Ingram

Its	President and Chief Executive Officer

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The Boeing Company

P.O. Box 3707

Seattle, WA 98124 2207

HWI-PA-04749-LA-1708023

Hawaiian Airlines, Inc. 19T

Honolulu International Airport 19T PO Box 30008

19T Honolulu, HI 96820-0008

Subject: Confidential Matters

Reference: Purchase Agreement No. 04749 ( Purchase Agreement ) between The Boeing Company ( Boeing ) and Hawaiian Airlines, Inc. ( Customer ) relating to Model 787-9 aircraft ( Aircraft )


1.	U Confidential Matters U

Customer and Boeing understand that certain commercial and financial information contained in this Purchase Agreement or furnished in connection with this Purchase Agreement are considered by the parties as confidential. Each of Customer and Boeing [***] will treat [***] (collectively, the “ Confidential Information ”) as confidential and will not, except for as required by applicable laws or regulations (including mandated disclosure to government, judicial and regulatory authorities), disclose any Confidential Information to any other person or entity without the prior written consent of the other party.

Page 1

[***] 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.

BOEING PROPRIETARY

Very truly yours,



THE BOEING COMPANY

By:	/s/ James P. Drinkwater

Its:	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		July 18, 2018

HAWAIIAN AIRLINES, INC.

By:	Peter R. Ingram

Its:	President and Chief Executive Officer

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[***] 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.

BOEING PROPRIETARY

Exhibit 12

Hawaiian Holdings, Inc.

Computation of Ratio of Earnings to Fixed Charges



		Nine Months Ended September 30,			Years Ended December 31,
		2018			2017			2016			2015			2014			2013
		(in thousands, except ratio of earnings to fixed charges)
Earnings:
	Income before income taxes ^(a)	$	259,639		$	390,821		$	361,219		$	295,688		$	113,447		$	86,410
	Total fixed charges (see below)	41,580			75,980			88,433			104,652			112,443			96,459
	Interest capitalized	(6,414		)	(8,437		)	(2,651		)	(3,261		)	(8,024		)	(12,625		)
Earnings as adjusted		$	294,805		$	458,364		$	447,001		$	397,079		$	217,866		$	170,244

Fixed Charges:
	Interest and amortization of debt discount and issuance costs	$	24,628		$	30,901		$	36,612		$	55,678		$	64,240		$	50,453
	Portion of rental expense representative of the interest factor	16,952			45,079			51,821			48,974			48,203			46,006
Total fixed charges		$	41,580		$	75,980		$	88,433		$	104,652		$	112,443		$	96,459
Ratio of earnings to fixed charges ^(b)		7.09			6.03			5.05			3.79			1.94			1.76
Coverage deficiency		$	—		$	—		$	—		$	—		$	—		$	—


(a)	The Company adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and adjusted results from 2017 and 2016. Results from periods prior to 2016 have not been recast for the adoption of this standard. See Note 2 to the financial statements contained in Part I, Item 1 of this report for additional information.


(b)	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.

Exhibit 31.1

CERTIFICATION

I, Peter R. Ingram, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. for the quarter ended September 30, 2018 ;


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 (or persons performing the equivalent functions):

(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:	October 24, 2018	By:	/s/ Peter R. Ingram
			Peter R. Ingram
			President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Shannon L. Okinaka, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. for the quarter ended September 30, 2018 ;


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:


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 (or persons performing the equivalent functions):

(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:	October 24, 2018	By:	/s/ Shannon L. Okinaka
			Shannon L. Okinaka
			Executive Vice President, 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 Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. (the “Company”) for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter R. Ingram, 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:	October 24, 2018	By:	/s/ Peter R. Ingram
			Peter R. Ingram
			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 Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. (the “Company”) for the period ended September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shannon L. Okinaka, Executive Vice President, 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:	October 24, 2018	By:	/s/ Shannon L. Okinaka
			Shannon L. Okinaka
			Executive Vice President, Chief Financial Officer and Treasurer