0001047469-11-000806 Sample Contracts

HAWAIIAN HOLDINGS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled • Delaware

This Indemnification Agreement (this “Agreement”) is entered into, effective as of , , by and between Hawaiian Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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AMENDED AND RESTATED ENGINE AND SPARE PARTS SECURITY AGREEMENT
Engine and Spare Parts Security Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

This AMENDED AND RESTATED ENGINE AND SPARE PARTS SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is entered into as of December 10, 2010, by and between HAWAIIAN AIRLINES, INC., a Delaware corporation (“Grantor”) and WELLS FARGO CAPITAL FINANCE, INC. (formerly known as Wells Fargo Foothill, Inc.), a California corporation, in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), with reference to the following:

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

This AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of December 10, 2010, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, INC., a California corporation (“WFCF”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).

Amendment N°5 to the Airbus A330/A350XWB Purchase Agreement Dated as of January 31, 2008 Between AIRBUS S.A.S. And HAWAIIAN AIRLINES, INC.
Airbus A330/A350xwb Purchase Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled

This Amendment N°5 between Airbus S.A.S. and Hawaiian Airlines, Inc., (hereinafter referred to as the “Amendment”) is entered into as of November 22, 2010, by and between Airbus S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”)

WELLS FARGO CAPITAL FINANCE, INC. Santa Monica, CA 90404
Credit Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled

Reference is made to (a) that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 10, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO CAPITAL FINANCE, INC., a California corporation, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HAWAIIAN HOLDINGS, INC., a Delaware corporation (“Parent”), and HAWAIIAN AIRLINES, INC., a Delaware corporation (“Borrower”), and (b) that certain Extension Under Credit Agreement, dated as of January 7, 2011 (the “Extension”), by and between Parent, Borrower, and Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to th

AMENDED AND RESTATED GENERAL CONTINUING GUARANTY
General Continuing Guaranty • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

This AMENDED AND RESTATED GENERAL CONTINUING GUARANTY (this “Guaranty”), dated as of December 10, 2010, is executed and delivered by HAWAIIAN HOLDINGS, INC., a Delaware corporation (“Guarantor”), in favor of WELLS FARGO CAPITAL FINANCE, INC., a California corporation, as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), in light of the following:

Amendment N°4 to the Airbus A330/A350XWB Purchase Agreement Dated as of January 31, 2008 Between AIRBUS S.A.S. And HAWAIIAN AIRLINES, INC.
Airbus A330/A350xwb Purchase Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled

This Amendment N°4 (hereinafter referred to as the “Amendment”), entered into as of August 3, 2010, between Airbus S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “Seller”), and Hawaiian Airlines, Inc. a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “Buyer”).

AMENDED AND RESTATED LETTER AGREEMENT NO. 3 TO AIRBUS A330/A350XWB PURCHASE AGREEMENT
Airbus A330/A350xwb Purchase Agreement • February 11th, 2011 • Hawaiian Holdings Inc • Air transportation, scheduled
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