Amendment No. 6 to General Terms Agreement DEG 5327 between Rolls-Royce plc, Rolls-Royce Total Care Services Ltd., and Hawaiian Airlines, Inc.

The Parties entered into the Agreement.

The Parties wish to amend certain terms of the Agreement that relate to Hawaiian's sale and lease-back of spare Engines; such amended terms shall apply from the date of this Amendment 6.

This Amendment 6 sets out the provisions agreed by the Parties in relation to the above.

it is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and, if relevant under such laws, in good standing;

it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Amendment 6 and the transactions contemplated by it;

the entry into and performance by it of, and the transactions contemplated by, this Amendment 6 do not and will not conflict with:

any law applicable to it;

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets;

the obligations expressed to be assumed by it in this Amendment 6 are legal, valid and binding obligations enforceable in accordance with their terms (except as enforceability may be limited by bankruptcy, insolvency, reorganisation or other laws of general application affecting the enforcement of creditors' rights);

its payment obligations under this Amendment 6 rank at least equally with all its other present and future unsecured and unsubordinated payment obligations except for obligations preferred on a mandatory basis by Law applying to companies generally.

The Definition of "Engine" in Clause 1 (Definitions) of the Agreement is hereby deleted in its entirety and replaced with the following:

Clause 11 (Intellectual Property Rights) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 11.5:

Clause 12 (Grant of Warranties and Limitations of Liability) of the Agreement is hereby amended by adding the following language as a new paragraph at the end of Clause 12.1:

Clause 14.4 (Assignment) of the Agreement is hereby amended by adding (a) "(other than a spare Engine that has become subject to a sale and lease-back arrangement between Hawaiian and a lessor)" immediately after the words "or an Engine" in the first line of the second paragraph of such Clause 14.4 and (b) the following language after the end of the last sentence of such second paragraph:

Clause 1.2 of Exhibit B to the Agreement is hereby deleted in its entirety and replaced with the following:

Exhibit E-1 Schedule 1 to the Agreement is hereby amended by deleting the last paragraph thereof in its entirety and replacing it with the following:

All references to "Leased Aircraft" in the second paragraph of Clause 1 and Clause 2.1 of Exhibit G are hereby deleted and replaced with "Leased Assets".

Clause 11.6 of Exhibit G to the Agreement is hereby deleted in its entirety and replaced with the following:

It is the intent of Hawaiian and Rolls-Royce that Hawaiian's subjecting of any spare Engine to a sale and lease-back transaction between Hawaiian and a lessor will not modify Hawaiian's rights and obligations under the Agreement (or any other agreement entered into in connection therewith) with respect to such spare Engine and such spare Engine shall (except as provided in the provisions related to Leased Assets) continue to constitute an Engine for all purposes of the Agreement, entitled to the benefits thereof (including, without limitation, the Warranties, the Guarantees and TotalCare) and the terms of the Agreement (and each other agreement entered into in connection therewith) shall be read and interpreted in accordance with the foregoing.