Amendment N9 to the Airbus A330/A350XWB Purchase Agreement Dated as of January 31, 2008 Between AIRBUS S.A.S. And HAWAIIAN AIRLINES, INC.

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

WITNESSETH:

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

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

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

Capitalized terms used herein and not otherwise expressly defined in this Amendment shall have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment.

The Agreement is hereby amended as follows:

A330-800neo Aircraft means an A330-200 type aircraft incorporating the New Engine Option Changes, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A330neo Aircraft means any or all of the six (6) firm A330 type aircraft incorporating the New Engine Option Changes, for which the delivery schedule is set forth in Clause 9.1.1, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion Systems installed thereon upon delivery.

A330neo Airframe means any A330neo Aircraft, excluding the Propulsion Systems thereof.

A330neo Propulsion Systems – as defined in Clause 2.2.

A330neo Revision Service Period – as defined in Clause 14.5.

A330neo Specification - the A330neo Standard Specification as amended by the SCNs set forth in Exhibit B4 hereto and as may be further amended or modified in accordance with this Agreement.

A330neo Standard Specification – as defined in Clause 2.1.2.3.1.

AACS – Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its office at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, or any successor thereto. AACS is the successor in interest of ANACS, and therefore any reference to ANACS in the Agreement shall be replaced by a reference to AACS.

Aircraft means any or all of the A330-200 Aircraft or A330neo Aircraft, to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, as applicable.

Airframe means the A330-200 Airframe or the A330neo Airframe, as applicable.

Development Changes - as defined in Clause 2.1.5.

Final Contract Price – as defined in Clause 3.

Manufacturer Specification Change Notice or MSCN - as defined in Clause 2.1.7.1.

NEO Specification Freeze – as defined in Clause 2.1.2.3.1.

New Engine Option or NEO – as defined in Clause 2.1.2.3.1.

New Engine Option Changes – as defined in Clause 2.1.2.3.1.

Propulsion Systems means individually or collectively the A330-200 Propulsion Systems and the A330neo Propulsion Systems, as applicable.

Revision Service Period – the A330-200 Revision Service Period or the A330neo Revision Service Period, as applicable.

Scheduled Delivery Quarter – as defined in Clause 9.1.2.

Seller NEO Price Revision Formula - the price revision formula set forth in Exhibit G3.

Sharklets means a new large wingtip device, designed to enhance the eco-efficiency and payload range performance of the A330neo aircraft type, and which are fitted on the A330neo Aircraft and are part of the New Engine Option Changes.

Specification – the applicable Specification for the relevant Aircraft (A330-200 Specification for the A330-200 Aircraft, or A330neo Specification for the A330neo Aircraft).

Specification Change Notice or SCN – as defined in Clause 2.1.4.

Standard Specification means individually or collectively the A330-200 Standard Specification and the A330neo Standard Specification.

The Buyer and the Seller wish to convert the Buyer’s existing order for A350-800XWB aircraft under the Agreement into the six (6) A330neo Aircraft pursuant to the terms of this Amendment. [**]

    

Clause 2 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

2.1        Aircraft Specification

2.1.1    A330-200 Aircraft Specification

In line with the Specification applicable to the A330-200 Aircraft, the following design weights (Maximum Take-off Weight (“MTOW”) Maximum Landing Weight (“MLW”) and Maximum Zero Fuel Weight (“MZFW”)) are selected and applicable to the A330-200 Aircraft:

2.1.2    A330neo Aircraft Specification

2.1.2.2    A330neo Aircraft Standard Specification

    

The A330neo Aircraft specification is currently based on a combination of the respective A330 Standard Specification(s) and the New Engine Option Changes as set out in Clause 2.1.2.3 below.

2.1.2.3    New Engine Option

The implementation of these New Engine Option Changes [**] shall be reflected in the first issue of the A330neo aircraft standard specification (the “A330neo Standard Specification”) when the design of such A330neo aircraft type shall have been frozen (the “NEO Specification Freeze”).

The Buyer acknowledges and agrees that certain options from the currently available Option Catalogues or set forth in Appendix 1 to Exhibit A hereto may not be applicable or certified for the A330neo Aircraft.

2.1.2.3.2    A330neo Aircraft Weights

The New Engine Option Changes shall modify the basic design weights of the A330 Standard Specification, as set forth in paragraph § 03-20.01.00 thereof, as follows:

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The estimated basic Manufacturer’s Weight Empty (“MWE”) of the A330 Standard Specification, as set forth in paragraph § 13-10.01.00 thereof, shall be modified by the New Engine Option Changes as follows:

It is agreed and understood that all of the weights set forth in this Clause 2.1.2.3.2 are current development targets and may be updated upon NEO Specification Freeze.

    

2.1.3    Specification Amendment

The Seller and Buyer understand and agree that the applicable Specifications may be amended following signature of this Agreement in accordance with the terms of this Clause 2.

2.1.4    Specification Change Notice

Each Specification may be amended by written agreement between the Seller and Buyer in a Specification Change Notice (“SCN”). Each SCN shall be substantially in the form set out in Exhibit B1 and shall set out such SCN’s scope of implementation and shall also set forth, in detail, the particular

change to be made to the Specification and the effect, if any, of such change on design, performance, weight, or Scheduled Delivery Month of the Aircraft affected thereby, two-way interchangeability or replaceability requirements of the Specification. A SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment if any, shall be specified in the SCN.

2.1.5    Development Changes

The Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with this Agreement (“Development Changes”).

2.1.6    Customization Milestones Chart

No later than [**] before the first A330-200 Aircraft Delivery with regard to the A330-200 Aircraft and no later than [**] before the first A330neo Aircraft Delivery with regard to the A330neo Aircraft, the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestones Chart”) setting out how far in advance of the Scheduled Delivery Month of the Aircraft an SCN must be executed in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogue of Specification change options (the “Options Catalogue”). All such items requested by the Buyer must be by the date of implementation of the SCN certified for incorporation into the Aircraft.

Included on the Customization Milestones Chart shall be the date by which the contractual definition of the Aircraft must be finalized and all relevant SCNs executed (the “Contractual Definition Freeze” or “CDF”), in order to assure delivery of the Aircraft in the Scheduled Delivery Month. Such date shall be referred to as the “CDF Date.”

2.1.7    Manufacturer Specification Changes Notices

  

2.2        Propulsion Systems

2.2.1    A330 Propulsion Systems

The A330-200 Aircraft shall be equipped with a set of Rolls-Royce Trent 772B EP engines, including standard equipment, nacelles and thrust reversers (the “A330-200 Propulsion Systems”).

    

2.2.2    A330neo Propulsion Systems

The A330neo Aircraft shall be equipped with a set of Rolls-Royce Trent 7000 engines (the “A330neo Propulsion Systems”), with an Airbus Equivalent Thrust (AET) of [**].

It is agreed and understood that the above thrust rating may be updated at any time until NEO Specification Freeze.

The above-mentioned A330neo Propulsion Systems designation is based upon information received from the A330neo Propulsion Systems manufacturer and remains subject to any modification that might be imposed

by the A330neo Propulsion Systems manufacturer on the Seller and/or the Buyer.

UNQUOTE

Clauses 3.3 and 3.4 of the Agreement are deleted in their entirety and replaced with the following quoted text:

QUOTE

3.3        Base Price of the A330neo Aircraft

3.3.1    The Base Price of the A330neo Aircraft is the sum of:

    

The Final Contract Price of each A330neo Aircraft shall be the sum of:

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UNQUOTE

Clause 4.1 of the Agreement is deleted in its entirety and replaced with the following quoted text:

QUOTE

4.1        Seller Price Revision Formula

The Base Price of the Airframe and the price of SCNs relating to the Airframe for the A330-200 Aircraft are subject to revision up to and including the Delivery Date in accordance with the Seller Price Revision Formula.

The Base Price of the A330neo Aircraft and the price of SCNs relating to the A330neo Aircraft are subject to revision up to and including the Delivery Date in accordance with the Seller NEO Price Revision Formula.

UNQUOTE

QUOTE

9.1        Delivery Schedule

A330-200 Aircraft N°1*     April 2011

A330-200 Aircraft N°2     October 2011

A330-200 Aircraft N°3     March 2012

A330-200 Aircraft N°4*     April 2012

A330-200 Aircraft N°5     May 2012

A330-200 Aircraft N°6     February 2013

A330-200 Aircraft N°7**    March 2013

A330-200 Aircraft N°8    April 2013

A330-200 Aircraft N°9**    June 2013

A330-200 Aircraft N°10*    November 2013

A330-200 Aircraft N°11    January 2014

A330-200 Aircraft N°12**    February 2014

A330-200 Aircraft N°13*    April 2014

A330-200 Aircraft N°14**    June 2014

A330-200 Aircraft N°15*    October 2014

A330-200 Aircraft N°16*    [**]

A330-200 Aircraft N°17**    [**]

A330-200 Aircraft N°18**    [**]

*Indicates an A330-200 [**] (Aircraft N^o1 [**] pursuant to Amendment No. 3, Aircraft N^o4, N^o10, N^o13, N^o15 and N^o16 [**] pursuant to Amendment No. 5).

**Indicates an A330-200 [**] (Aircraft N^o17 [**] pursuant to Amendment No. 5, Aircraft N^o7, N^o9, N^o12, N^o14 and N^o18 [**] pursuant to Amendment No. 6).

Subject to Clauses 2, 7, 8, 10 and 18, the Seller shall have the A330neo Aircraft Ready for Delivery at the Delivery Location within the following semesters:

A330-800neo Aircraft N°1     [**]

A330-800neo Aircraft N°2     [**]

A330-800neo Aircraft N°3     [**]

A330-800neo Aircraft N°4     [**]

A330-800neo Aircraft N°5     [**]

A330-800neo Aircraft N°6     [**]

UNQUOTE

QUOTE

9.4        A330neo Industrialization

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

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

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Where applicable, data shall be established in general compliance with the ATA 100 Information Standards for Aviation Maintenance and the applicable provisions for digital standard of ATA Specification 2200 (iSpec2200).

The Seller shall provide the Buyer with the following Technical Data (or such other equivalent Technical Data as may be applicable at the time of their provision to the Buyer).

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- [**]

The Flight Operations Data Package shall be available on-line through the Seller’s customer portal AirbusWorld in eXtensible Mark-up Language (XML), for downloading and further data processing and customization, and/or in Portable Document Format (PDF), as applicable.

In addition, the Seller shall make available [**] in paper format.

Upon the Buyer’s request, a back-up copy of the manuals of the Flight Operations Data Package may be provided off-line on CD or DVD.

The Airbus Flight Operations Data Package, reflecting the Buyer’s Aircraft configuration, shall be available to the Buyer [**] before the Scheduled Delivery Month of the first Aircraft.

A preliminary customized MMEL shall be available [**] prior to the Scheduled Delivery Month of the first Aircraft.

The final issue of WBM and FM shall be made available at the time of each Aircraft Delivery.

The Airbus Maintenance Technical Data Package encompasses the following customized maintenance data required for on-aircraft maintenance to ensure the continued airworthiness of the Aircraft:

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The Airbus Maintenance Technical Data Package shall be available in the Airn@v/Maintenance module of the AirN@v software and shall be accessible on-line through the Seller’s customer portal AirbusWorld.

In addition, if so requested by the Buyer, the corresponding raw data in Standard Generalized Mark-up Language (SGML) format shall also be made available for download from the Seller’s customer portal AirbusWorld.

Upon the Buyer’s request, a back-up copy of the data of the Airbus Maintenance Technical Data Package may be provided off-line on CD or DVD.

The Airbus Maintenance Technical Data Package, reflecting the Buyer’s Aircraft configuration, shall be available to the Buyer [**] the Scheduled Delivery Month of the first Aircraft.

Upon the Buyer’s request, where applicable, preliminary customized maintenance data may be available [**] to the Scheduled Delivery Month of the first Aircraft.

Non-customized Technical Data, provided as part of the Maintenance Technical Data Package, shall be made available to the Buyer either in the corresponding Airn@v software module, as detailed in Clause 14.9 of the Agreement, or in PDF format, as applicable.

The Technical Data belonging to each AirN@v module and/or available in PDF format shall be as listed in the Seller’s Customer Services Catalog current at the time of the delivery of the Technical Data.

Non-customized Technical Data shall be made available to the Buyer in accordance with a schedule to be mutually agreed between the Buyer and Seller [**] to the Scheduled Delivery Month of the first Aircraft.

-    on-line access to the Aircraft mechanical drawings that cover installation of structure and systems fitted on the Buyer’s Aircraft at Delivery.

-    on-line access to the Electrical Load Analysis (ELA), in a format allowing further updating by the Buyer.

•the weighing report, for integration into the WBM by the Buyer.

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Hawaiian Airlines, Inc.

Re: Specification Matters

Ladies and Gentlemen,

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

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 2 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

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This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

Re: Flexibility

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 3 (hereinafter referred to as the “Letter Agreement”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into the Amended and Restated Letter Agreement No. 3 to the Agreement dated as of November 22, 2010, as amended (the “Original Letter Agreement”), setting forth certain terms and conditions regarding the sale of the Aircraft.

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

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A330-800neo [**] Aircraft - up to [**] A330neo aircraft [**] that may be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the applicable Propulsion Systems.

A330-800neo [**] Aircraft - up to [**] A330neo aircraft [**] that may be sold by the Seller and purchased by the Buyer pursuant to this Agreement, together with all components, equipment, parts and accessories installed in or on such aircraft and the applicable Propulsion Systems.

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Nothing contained in this Letter Agreement shall force the Seller to either (i) reactivate the final assembly line of any aircraft or (ii) maintain in activity the final assembly line of any aircraft solely for the Buyer.

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

Re: Miscellaneous

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 4 (hereinafter referred to as the “Letter Agreement”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 4 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

Notwithstanding Clause 0 of the Agreement, the following terms shall have the following meanings for all purposes of the Agreement:

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Certificate of Sanitary Construction - means a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration, or any equivalent successor certificate thereto.

Goods and Services - any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller or its designee under this Agreement or any related agreement.

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Standard Airworthiness Certificate - a Standard Airworthiness Certificate issued pursuant to Part 21 of the Federal Aviation Regulations, or any equivalent successor certificate.

Warranty Period - as defined in 12.1.3.

Clause 2.1.7 of the Agreement is supplemented by the following quoted provision:

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3.        RESERVED

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Clauses 5.2.1, 5.2.2 and 5.2.3 of the Agreement are cancelled and replaced with the

following quoted provisions:

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Clauses 5.5.2, 5.5.3, 5.6, 5.7, 5.8, 5.8.1, and 5.8.2 of the Agreement are cancelled and replaced with the following quoted provisions:

QUOTE

"Taxes" means any present or future tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental authority or any political subdivision or taxing authority thereof or therein.

Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any amount (whether under this Agreement or under any other agreement between a [**] on the one hand and the [**] on the other hand, and whether at the stated maturity of such amount, by acceleration or otherwise) become due and payable by any [**], and not be paid in full in immediately available funds on the date due, [**] and the Seller has provided the Buyer at least five (5) days advance written notice, then the Seller shall have the right to debit and apply, in whole or in part, the Predelivery Payments paid to the Seller by the Buyer against such unpaid amount. The Seller shall promptly notify the Buyer in writing

after such debiting and application, and the Buyer shall immediately pay to the Seller the amount required to comply with Clause 5.2.3.

Notwithstanding anything to the contrary contained herein, before being required to make any payments to the Buyer, the Seller shall have the right to deduct from any such payments an amount equal to any other amounts due and owing by any Buyer Party to the Seller or any Affiliate thereof under any agreement between a Buyer Party and the Seller or any of its Affiliates.

UNQUOTE

Clause 7.1 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

The A330-200 Aircraft have been, and the A330neo Aircraft will be, prior to Delivery, type certificated under EASA procedures for joint certification in the transport category. The Seller shall obtain or cause to be obtained an FAA type certificate (the "Type Certificate") for the A330-200 Aircraft and the A330neo Aircraft prior to Delivery to allow the issuance of the Export Certificate of Airworthiness.

UNQUOTE

Clause 7.3.3 of the Agreement is cancelled and replaced with the following quoted provisions:

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Clause 8.1.1 of the Agreement is cancelled and replaced with the following quoted provisions:

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Clause 8.2.3 of the Agreement is cancelled and replaced with the following quoted provisions:

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Clause 8.5 of the Agreement is cancelled and replaced with the following quoted provisions:

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Clause 9.1 of the Agreement is supplemented by the following quoted provision:

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Clause 9.2.3 of the Agreement is cancelled and replaced with the following quoted provisions:

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Clause 9.3 is supplemented by the following quoted provision:

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Clause 10 of the Agreement is cancelled and replaced by the following quoted provisions:

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Neither the Seller nor any Affiliate of the Seller, shall be responsible for or be deemed to be in default on account of delays in Delivery of the Aircraft or failure to deliver or otherwise in the performance of its other obligations under this Agreement or any part hereof but only to the extent that such delay is due to causes beyond the Seller's, or any Affiliate’s control and not occasioned by the Seller's or any Affiliate’s, fault or negligence ("Excusable Delay"), including, but not limited to: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; total or constructive total loss; compliance with any [**] law, decision, regulation, directive or other act of any government or of the Council of the European Community or the Commission of the European Community or of any national, Federal, State, municipal or other governmental department, commission, board, bureau, agency, court or instrumentality, domestic or foreign; governmental priorities, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor troubles causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification after due and timely diligence; inability after due and timely diligence to procure materials, accessories, equipment or parts; or failure of a subcontractor or Supplier [**] to furnish materials, components, accessories, equipment or parts (despite Seller’s commercially reasonable efforts to procure alternative solutions); (ii) [**] and (iii) delay in delivery or otherwise in the performance of this Agreement by the Seller due in whole or in part to any delay in or failure of the delivery of, or any other event or circumstance relating to, the [**] or Buyer Furnished Equipment [**].

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Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.3.2 if the Excusable Delay is caused directly or indirectly by the action or inaction of the Buyer or its representatives.

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller shall notify the Buyer to this effect within ten (10) Business Days of such occurrence. The Seller shall include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to replace the

Aircraft may be delivered to the Buyer and the Scheduled Delivery Month shall be extended as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than [**] after the last day of the original Scheduled Delivery Month then this Agreement shall terminate with respect to said Aircraft unless:

Nothing herein shall require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft. Any termination pursuant to this Clause 10.4 as to a particular Aircraft shall discharge the obligations and liabilities of the parties hereunder with respect to such Aircraft, [**]

Notwithstanding the foregoing, the Buyer shall not be entitled to terminate this Agreement or to receive payment pursuant to this Clause 10.4 if the Total Loss is caused directly or indirectly by the action or inaction of the Buyer or its representatives.

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE.

UNQUOTE

Clause 11 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

Should an Aircraft not be Ready for Delivery:

[**]

(as such month may be changed pursuant to Clauses 2, 7 or 10) and such delay is not as a result of an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”. In the event of an Inexcusable Delay, the Buyer shall have the right to claim, and the Seller shall pay the Buyer liquidated damages of an amount equal to the Liquidated Damages Amount for the affected Aircraft for each day of Inexcusable Delay in the Delivery, starting the day falling [**]

11.1.2        Liquidated Damages Amount

[**]

If, as a result of an Inexcusable Delay, Delivery does not occur within [**] after the last day of the Scheduled Delivery Month the Buyer shall have the right, exercisable by written notice to the Seller given between [**], to require from the Seller a good faith renegotiation of the Scheduled Delivery Month for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said renegotiation shall not prejudice Buyer's right to receive liquidated damages in accordance with Clause 11.1.

[**]

If, as a result of one or more Inexcusable Delays, Delivery does not occur within [**] and the parties have not renegotiated the Delivery Date pursuant to Clause 11.2, then either party shall have the right exercisable by written notice to the other party [**] to terminate this Agreement in respect of the affected Aircraft. In the event of termination, neither party shall have any claim against the other, except that the

Seller shall pay to the Buyer any amounts due pursuant to Clause 11.1 unless already paid, and the Seller shall pay to the Buyer an amount equal to the Predelivery Payments received from the Buyer hereunder in respect of the Aircraft as to which this Agreement has been terminated, [**]

THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

UNQUOTE

12.        WARRANTIES AND SERVICE LIFE POLICY

Clause 12 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

Subject to the limitations and conditions hereinafter provided, and except as provided in Clause 12.1.2, the Seller warrants to the Buyer that each Aircraft and Warranted Part shall at the time of Delivery to the Buyer be free from defects:

For the purposes of this Agreement, the term "Warranted Part" shall mean any Seller proprietary component, equipment, software, or part, that (a) is installed on an Aircraft at Delivery, (b) is manufactured to the detail design of the Seller or a subcontractor of the Seller or, with respect to software, is developed to the detail design of the Seller or a subcontractor of the Seller and (c) bears a Seller part number at the time of Delivery.

The warranties set forth in Clause 12.1.1 shall not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

In addition, the warranties set forth in Clause 12.1.1 shall not apply to any defect arising from any act or omission of the Buyer, including but not limited to, any failure to operate and maintain the affected Aircraft or part thereof in accordance with the standards set forth in Clause 12.1.11 or from any act or omission of any third party (such third party not to include the Seller, its Affiliates and subcontractors).

[**]

12.1.4        Limitations of Warranty

software, supply of a comparable product with equivalent function) of any defective Warranted Part together with a credit to the Buyer’s account with the Seller for the future purchase of Goods and Services in an amount equal to the mutually agreed direct labor costs expended [**] at the In-house Warranty Labor Rate. The Seller may elect to effect such repair, replacement or correction by supplying modification kits designed to rectify the defect [**] by furnishing a credit to the Buyer for the future purchase of goods and services (not including Aircraft) equal to the price at which the Buyer is then entitled to acquire a replacement for the defective Warranted Part.

 

12.1.5.2 The Seller’s liability under Clause 12.1.5.1 is subject to the following conditions:

            

The Buyer's remedy and the Seller's obligation and liability under this Clause 12.1 with respect to each claimed defect are subject to the following conditions:

The warranties set forth in this Clause 12.1 shall be administered as hereinafter provided:

(i)        Claim Determination

Determination by the Seller as to whether any claimed defect in any Warranted Part is a valid Warranty Claim shall be made by the Seller and shall be based on claim details, reports from the Seller's regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents and information.

[**]

Replaced components, equipment, accessories or parts shall become the Seller's property.

Title to and risk of loss of any Aircraft, component, accessory, equipment or part returned by the Buyer to the Seller shall at all times remain with the Buyer, except that (i) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller shall have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller shall not be liable for loss of use, and (ii) title to and risk of loss of a returned component, accessory, equipment or part shall pass to the Seller on shipment by the Seller to the Buyer of

any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller's shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part shall pass to the Buyer.

The Seller shall provide reasonable written substantiation in case of rejection of a Warranty Claim. [**]

The Seller shall have the right to inspect the affected Aircraft and documents and other records relating thereto in the event of any claim under this Clause 12.1.

The Buyer is hereby authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 ("In-house Warranty Repair"). [**] the Buyer shall notify the Resident Customer Support Representative, of its decision to perform any in-house repairs before such repairs are commenced. The Buyer's notice shall include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller shall use commercially reasonable efforts to ensure a prompt response (in no event in excess of three (3) Business Days) and shall not unreasonably withhold authorization.

The Buyer shall be entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:

The Seller shall have the right to require the return to Seller of any Warranted Part, or any part removed therefrom, that is claimed to be defective, if, in the Seller’s judgment, the nature of the claimed defect requires technical investigation. Such delivery shall be subject to the provisions of Clause 12.1.7(ii).

The Seller shall have the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, provided that Seller’s exercise of such right does not unreasonably delay the disassembly, inspection and testing of any Warranted Part.

Claims for In-house Warranty Repair credit must be submitted to the Seller [**] following completion of such In-House Warrranty Repair and shall comply with the requirements for Warranty Claims under Clause 12.1.6(v) and in addition shall include:

•part numbers,

•serial numbers (if applicable),

•description of the parts,

•quantity of parts,

•unit price of parts,    

•copies of related Seller's or third party's invoices (if applicable),

•total price of parts

The Buyer's sole remedy, and the Seller's sole obligation and liability, in respect of In-house Warranty Repair claims, shall be a credit to the Buyer's account. Such credit shall be equal to [**].

[**]

The Buyer shall in no event be credited for repair costs (labor or material) for any Warranted Part if such repair costs exceed in [**] of the Seller's then-current catalog price for a replacement of such defective Warranted Part provided such replacement part is readily available for purchase by the Buyer.

If the estimate to repair a defective Warranted Part exceeds [**] of the Seller's then-current catalog price for a replacement of such defective Warranted Part, the Seller shall either provide a credit to the Buyer for an amount equal to [**] of the Seller's then-current catalog price for a replacement part, or a new replacement part, at the [**] option.

Seller shall substantiate Seller’s price in writing at Buyer's request if the warranted part is not in the CS Catalogue.

The Buyer may, with the agreement of the Seller's Resident Customer Support Representative, scrap any defective Warranted Parts that are beyond economic repair and not required for technical evaluation.

If the Buyer does not obtain the agreement of the Seller's Resident Customer Support Representative to scrap a Warranted Part immediately, the Buyer shall retain such Warranted Part and any defective part removed from a Warranted Part during repair for a period of [**]

A record of scrapped Warranted Parts, certified by an authorized representative of the Buyer, shall be kept in the Buyer's file for at least the duration of the Warranty Period.

THE SELLER SHALL NOT BE LIABLE FOR, AND THE BUYER SHALL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, IN EACH CASE OTHER THAN IF CAUSED, DIRECTLY OR INDIRECTLY, BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, WHETHER SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF THE BUYER OR THE SELLER.

Notwithstanding the provisions of Clause 20.1, the warranties provided for in this Clause 12.1 for any Warranted Part shall accrue to the benefit of any airline in revenue service other than the Buyer, if the Warranted Part enters into the possession of any such airline as a result of a pooling or interchange agreement between such airline and the Buyer, in accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to applicable laws or regulations.

Whenever any Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, repaired or replaced pursuant to the terms hereof, the period of the Seller's warranty with respect to such corrected, repaired or replacement Warranted Part, shall be [**]. If a defect is attributable to a defective repair or replacement by the Buyer, a Warranty Claim with respect to such defect shall be rejected, notwithstanding any subsequent correction or repair, and shall

immediately terminate the remaining warranties under this Clause 12.1 in respect of the affected Warranted Part.

12.1.11     Operation - Normal Wear and Tear

The Buyer's rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and part thereof being maintained, overhauled, repaired and operated in accordance with all technical documentation and any other instructions issued by the Seller, the Suppliers or the manufacturer of the Propulsion Systems and all applicable rules, regulations and directives of the relevant Aviation Authorities.

The Seller's liability under this Clause 12.1 shall not extend to normal wear and tear or to

In addition to the warranties set forth in Clause 12.1, the Seller agrees that should a Failure occur in any Item (as these terms are defined below), then, subject to the general conditions and limitations set forth in Clause 12.2.4, the provisions of this Clause 12.2 shall apply.

For the purposes of this Clause 12.2:

of Items covered by the Service Life Policy, then the parties shall amend Exhibit C hereto to include Sharklets.

The Seller’s obligations under this Clause 12.1.2 are referred to as the “Service Life Policy.”

Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item [**] the Seller shall, at its discretion, as promptly as practicable and for a price that reflects the Seller's financial participation as hereinafter provided, either:

Any part or Item that the Seller is required to furnish to the Buyer under this Service Life Policy shall be furnished to the Buyer at the Seller's current sales price therefor, less the Seller's financial participation, which shall be determined in accordance with the following formula:

[**]

where

and

relevant Aircraft, within a reasonable time following such failure, in accordance with the Seller's instructions.

Before Delivery of the first Aircraft of each type, the Seller shall transfer and assign to Buyer and provide the Buyer with copies of the warranties, service life policies, and to the extent that any are assignable, indemnities, that the Seller has obtained pursuant to the Supplier Product Support Agreements for each respective Aircraft type. [**]

If the Buyer experiences any technical problem in the operation of an Aircraft or its systems due to a malfunction, the cause of which, after due and reasonable investigation, is not readily identifiable by the Buyer, but which the Buyer reasonably believes to be attributable to the design characteristics of one or more components (including, without limitation, Propulsion Systems) of the Aircraft (an "Interface Problem"), the Seller shall, if requested by the Buyer, and without additional charge to the Buyer, promptly conduct or have conducted an investigation and analysis of such problem to determine, if possible, the cause or causes of the problem and to recommend such corrective action as may be feasible. The Buyer shall furnish to the Seller all data and information in the Buyer's possession relevant to the Interface Problem and shall cooperate with the Seller in the conduct of the Seller's investigations and such tests as may be required. At the conclusion of such investigation the Seller shall promptly advise the Buyer in writing of the Seller's opinion as to the cause or causes of the Interface Problem and the Seller's recommendations as to corrective action.

If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if requested by the Buyer, correct the design of such Warranted Part pursuant to the terms and conditions of Clause 12.1.

If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part (or multiple Supplier Parts), the Seller shall at the Buyer's request, reasonably assist the Buyer in processing any warranty claim the Buyer may have against the manufacturer (or manufacturers) of such Supplier Part (or Supplier Parts).

If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller shall, if requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller shall promptly advise the Buyer of any corrective action proposed by the Seller and any such

Supplier. Such proposal and corrective action shall be consistent with any then existing obligations of the Seller hereunder and of any such Supplier to the Buyer. Such corrective action, unless reasonably rejected by the Buyer, shall constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

[**]

12.4.5        General

THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT.

THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY

LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 SHALL REMAIN IN FULL FORCE AND EFFECT.

FOR THE PURPOSE OF THIS CLAUSE 12.5, “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUBCONTRACTORS.

The remedies provided to the Buyer under Clause 12.1 and Clause 12.2 as to any defect in respect of the Aircraft or any part thereof are independent but not cumulative nor duplicative. The Buyer shall be entitled to the remedy and/or remedies under Clauses 12.1 and 12.2 that provide the maximum but not duplicative benefit to it, as the Buyer may elect, pursuant to the terms and conditions of this Clause 12 for any particular defect for which remedies are provided under this Clause 12; provided, however, that the Buyer shall not be entitled to elect a remedy under both Clause 12.1 and Clause 12.2 for the same defect unless such defects occur as separate incidents at separate times.

The Parties each acknowledge that:

UNQUOTE

13.    PATENT AND COPYRIGHT INDEMNITY

Clause 13 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE SHALL REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.

UNQUOTE

Clause 14.1.2 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

UNQUOTE

Clause 14.5 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

Unless otherwise specifically stated, revision service for the A330-200 Aircraft Technical Data shall be offered [**] (the “A330-200 Revision Service Period”). Thereafter, revision service shall be provided in accordance with the terms and

conditions found in the Seller’s then current Customer Services Catalog (the “CS Catalog”).

Unless otherwise specifically stated, revision service for the A330neo Aircraft Technical Data shall be offered [**] (the “A330neo Revision Service Period”). Thereafter, revision service shall be provided in accordance with the terms and conditions found in the Seller’s then current CS Catalog.

UNQUOTE

Clause 14.9.1 of the Agreement is cancelled and replaced with the following quoted provisions:

QUOTE

UNQUOTE

Clause 14.13.1 and 14.13.2 of the Agreement are cancelled and replaced with the following quoted provisions:

QUOTE

In addition to Technical Data, the Seller shall provide to the Buyer one copy of the Performance Engineer's Programs (“PEP”) under the General Conditions. Use of the PEP shall be limited to one site license granted to the Buyer. PEP is intended for use on ground only and shall not be installed on an Aircraft. The Seller, subject to appropriate confidentiality commitments, shall cooperate with the Buyer’s third party performance data providers for the disclosure of data needed for use of the PEP.

The license for use of PEP for A330neo Aircraft shall be granted [**]

At the expiration of each such period, the Buyer shall be entitled to continue to use the PEP but the Buyer shall be charged for all revisions, in accordance with the terms and conditions of the then-current CS Catalog.

UNQUOTE

Clause 14.17 of the Agreement is cancelled.

Clause 15 of the Agreement is supplemented with the following quoted provisions:

QUOTE

UNQUOTE

Clause 16.3.1 is cancelled and replaced with the following quoted provisions:

QUOTE

UNQUOTE

Clause 16.4.3.2 is cancelled and replaced with the following quoted provisions:

QUOTE

UNQUOTE

Clause 16.10.6 of the Agreement is cancelled, and Clause 16 is supplemented by the following quoted provision:

QUOTE

[**]

UNQUOTE

Clause 1.1 of Appendix A to Clause 16 to the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

1.1        Flight Crew Training

The Seller shall provide flight crew training standard transition [**]. At Buyer’s request, [**].

        

[**]

If the Buyer purchases a [**].

UNQUOTE

17.    RESERVED

18.    BUYER FURNISHED EQUIPMENT

Clause 18 of the Agreement is supplemented by the following quoted provisions:

QUOTE

[**]

UNQUOTE

QUOTE

UNQUOTE

19.        RESERVED

20.        ASSIGNMENTS AND TRANSFERS

Clause 20.1 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

Except as hereinafter provided, the Buyer may not sell, assign or transfer its rights or obligations under this Agreement to any person without the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed.

[**]

If, following Delivery of an Aircraft, Buyer appoints a qualified agent to act directly with the Seller for the administration of claims relating to warranties, Seller shall deal with such agent for that purpose, effective upon the Seller’s receipt of the agent’s written agreement, in form and substance reasonably satisfactory to the Seller, and provided that such appointment does not, in the

Seller's reasonable judgment, materially adversely affect either the Seller's rights hereunder, or the Seller’s competitive interests.

No action taken by either party relating to the resale or lease of an Aircraft or the assignment of that party’s rights under this Agreement with respect to such Aircraft shall subject the other party to any liability beyond that in this Agreement or modify in any way the other party’s obligations under this Agreement.

UNQUOTE

Clause 20.4 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

In the event that the Seller is subject to a corporate restructuring, [**] having as its object the transfer of, or succession by operation of law in, all or a substantial part of its assets and liabilities, rights and obligations, including those existing under this Agreement, to a person (the “Successor”) that is an Affiliate of the Seller at the time of that restructuring, for the purpose of the Successor carrying on the business carried on by the Seller at the time of the restructuring, such restructuring shall be completed without consent of the Buyer following notification by the Seller to the Buyer in writing. The Buyer recognizes that succession of the Successor to the Agreement by operation of law that is valid under the law pursuant to which that succession occurs shall be binding upon the Buyer.

UNQUOTE

21.        TERMINATION

Clause 21 of the Agreement is cancelled and replaced by the following quoted provisions:

QUOTE

Each of the following shall constitute a “Buyer Termination Event”

cured within any specified cure period or, if no cure period is specified, within ten (10) Business Days.

[**]

If a Buyer Termination Event occurs, the Buyer shall be in material breach of this Agreement, and the Seller shall have the right to resort to any remedy under applicable law, and may, without limitation, by written notice to the Buyer, immediately:

[**]

For purposes of this Clause 21, the terms “Affected Aircraft”, “Applicable Date and “Escalated Price” are defined as follows:

Promptly upon becoming aware of the occurrence of a [**] Termination Event by the Buyer, the Buyer shall notify the Seller of such occurrence in writing, provided, that any failure by the Buyer to notify the Seller shall not prejudice the Seller’s rights

or remedies hereunder. Promptly upon becoming aware of the occurrence of a [**] Termination Event by the Seller, the Seller shall notify the Buyer of such occurrence in writing, provided, that any failure by the Seller to notify the Buyer shall not prejudice the Buyer’s rights or remedies hereunder.

The Buyer hereby covenants and agrees that, from the date of this Agreement until no further Aircraft are to be delivered hereunder, the Buyer shall furnish or cause to be furnished to the Seller the following; provided that Buyer shall not be required to furnish or cause to be furnished to the Seller any documents that are publicly available without charge:

For the purposes of this Clause 21, (x) an "Authorized Officer" of the Buyer shall mean the Chief Executive Officer, the Chief Financial Officer or any Vice President and above who reports directly or indirectly to the Chief Financial Officer and (y) "Subsidiaries" shall mean, as of any date of determination, those companies owned by the Buyer whose financial results the Buyer is required to include in its statements of consolidated operations and consolidated balance sheets.

[**]

UNQUOTE

22.        RESERVED

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

Re: Escalation

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 5 (hereinafter referred to as the “Letter Agreement”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 5 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft, as amended (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**]

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**] the Seller Price Revision Formula, [**]

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**] the Seller Price Revision Formula, [**]

[**] the Seller Price Revision Formula, the Seller Price Revision Formula [**] the Seller Price Revision Formula, [**]

[**] the Seller NEO Price Revision Formula [**]

[**] Seller NEO Price Revision Formula [**] the Seller NEO Price Revision Formula [**] the Seller NEO Price Revision Formula, [**] Seller NEO Price Revision Formula, [**] the Seller NEO Price Revision Formula [**] the Seller NEO Revision Formula [**]

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, except as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 2 will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

Re: [**]

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 7 (hereinafter referred to as the “Letter Agreement”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments thereto (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 7 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft, as amended (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**]

(ii)    [**]

This Letter Agreement and the rights and obligations of the Buyer hereunder shall not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph shall be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

Re: Support Matters

Ladies and Gentlemen,

This Amended and Restated Letter Agreement No. 8 (hereinafter referred to as the “Letter Agreement”) is entered into as of December 17, 2014 between Airbus S.A.S., a société par actions simplifiée organized and existing under the laws of the Republic of France, having its registered office located at 2, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A330neo Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments (collectively, the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement; and

WHEREAS, the Buyer and the Seller have entered into Letter Agreement No. 8 to the Agreement, setting forth certain terms and conditions regarding the sale of the Aircraft (the “Original Letter Agreement”).

WHEREAS, the Buyer and the Seller wish to amend and restate the Original Letter Agreement pursuant to the terms of this Letter Agreement, which both parties agree will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

NOW THEREFORE IT IS AGREED THAT THE ORIGINAL LETTER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:

[**]

This Letter Agreement and the rights and obligations of the Buyer hereunder will not be assigned or transferred in any manner without the prior written consent of the Seller, not to be unreasonably withheld or delayed, or as may otherwise be permitted under Clause 20.2 of the Agreement, and any attempted assignment or transfer in contravention of the provisions of this Paragraph 6 will be void and of no force or effect.

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

Very truly yours,

AIRBUS S.A.S.

/s/ John J. Leahy

By: John J. Leahy     

Its: Chief Operating Officer, Customers

Accepted and Agreed

Hawaiian Airlines, Inc.

/s/ Mark B. Dunkerley

By: Mark B. Dunkerley     

Its: President and CEO     

Hawaiian Airlines, Inc.

3375 Koapaka Street

Honolulu, Hawaii 96819

    

Re: [**]

Ladies and Gentlemen:

Hawaiian Airlines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into Amendment No. 9, of even date herewith to the Airbus A330/A350XWB Purchase Agreement dated January 31, 2008 (as amended to the date hereof) (the “Purchase Agreement”) which covers the firm order by the Buyer of six (6) A330-800neo aircraft.

[**]

[**]

The commitments of the Seller set forth herein are subject to the non-occurrence of any of the events described in this paragraph 2. If any event described in paragraph 2(a) occurs, this [**] Letter Agreement and the commitments of the Seller hereunder shall automatically terminate without notice of any kind, without any liability whatever on the part of the Seller and without prejudice to any other rights or remedies that may be exercised by the Seller. If any other event described in paragraph 2 occurs, the Seller shall be entitled at any time upon notice to Buyer to terminate this [**] Letter Agreement and its commitments hereunder without any liability whatever on the part of the Seller:

(a)

All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to a responsible officer of the party to whom the same is given or by commercial courier, certified air mail (return receipt requested) or by facsimile to the addresses and numbers set forth below. The date upon which any such notice or request is so personally delivered or delivered by commercial courier, certified air mail, or if such notice or request is given by facsimile, the date upon which sent, shall be deemed to be the effective date of such notice or request.

Seller shall be addressed at:

1, rond-point Maurice Bellonte

31700 BLAGNAC, FRANCE

and Buyer shall be addressed at:

Hawaiian Airlines, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

USA

Attention:     Executive Vice President and Chief Financial Officer

Attention:     Executive Vice President and General Counsel    

Telephone:      ###-###-####    

Fax:          ###-###-####

or to such other address or to such other person as the party receiving the notice or request may designate and notify the other party from time to time.

The failure of one party to enforce at any time any of the provisions of this [**] Letter Agreement, or to exercise any right herein provided, or to require at any time performance by any other party of any of the provisions hereof, will in no way be construed to be a present or future waiver by the other party of such provisions nor in any way to affect the validity of this [**] Letter Agreement or any part hereof or the right of such party thereafter to enforce each and every provision. The express waiver by a party hereto of any provision, condition or requirement of this [**] Letter Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

This [**] Letter Agreement and any documents pertaining to [**] will be governed by and construed, and the performance thereof will be determined, in accordance with the laws of the State of New York without application of any conflict of laws provisions that could result in the application of the law of any other jurisdiction.

The Buyer and the Seller (i) hereby irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York, New York County, and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this [**]Letter Agreement, the subject matter hereof or any of the transactions contemplated hereby, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that any suit, action or proceeding is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this [**] Letter Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

In the event that any provision of this [**] Letter Agreement should for any reason be held to be without effect, the remainder of this [**] Letter Agreement shall remain in full force and effect. To

the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this [**] Letter Agreement prohibited or unenforceable in any respect.

This [**] Letter Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, oral or written. This [**] Letter Agreement may not be varied except by an instrument in writing of even date herewith or subsequent hereto made by both parties.

All correspondence, documents and any other written matters in connection with this [**] Letter Agreement shall be in English.

All headings in this [**] Letter Agreement are for convenience of reference only and do not constitute a part of this [**] Letter Agreement.

This [**] Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

The provisions of Clause 22.9 of the Purchase Agreement are incorporated by reference herein.

[**]

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

Very truly yours,

AIRBUS S.A.S.

By: /s/ John J. Leahy             

Name: John J. Leahy

Title: Chief Operating Officer, Customers

Accepted and Agreed:

HAWAIIAN AIRLINES, INC.

By: /s/ Mark B. Dunkerley     

Name: Mark B. Dunkerley

Title: President and CEO

 

[**]

Thank you for completing this form. Please now sign below as confirmation that the information given is, to the best of your knowledge, true, accurate and complete. Completed forms can be returned to the [**] by email to [email address] with accompanying certified copies and originals to follow by post to:

[[**] ADDRESS]

Signed by

______________________________

Name:

Position:

Company:

Date:

    

Hawaiian Airlines, Inc.

3375 Koapaka Street

Honolulu, Hawaii 96819

Re: [**]

Ladies and Gentlemen:

Hawaiian Airlines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into Amendment No. 9, of even date herewith to the Airbus A330/A350XWB Purchase Agreement dated January 31, 2008 (as amended to the date hereof) (the “Purchase Agreement”) which covers the firm order by the Buyer of six (6) A330-800neo aircraft.

The Buyer and the Seller have entered into the [**] Letter Agreement dated as of the date hereof (the “[**]”). The Buyer and Seller have agreed to set forth in this Letter Agreement (this “Letter Agreement”) certain additional terms and conditions regarding the [**] the Aircraft provided for under the [**]. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the [**]. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

[**]

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

Very truly yours,

By: /s/ John J. Leahy             

Name: John J. Leahy

Title: Chief Operating Officer, Customers

Accepted and Agreed:

HAWAIIAN AIRLINES, INC.

By: /s/ Mark B. Dunkerley     

Name: Mark B. Dunkerley

Title: President and CEO