EXHIBIT 10(2)
LEASE SUPPLEMENT NO. 1
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THIS LEASE SUPPLEMENT NO. 1, dated July 19, 1995, between AMERICAN
AIRLINES, INC., a Delaware corporation ("Lessor"), and HAWAIIAN AIRLINES, INC.,
a Hawaii corporation ("Lessee").
W I T N E S S E T H:
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WHEREAS, Lessor and Lessee have heretofore entered into the Aircraft Lease
Agreement dated as of July 5, 1995, (the "Lease Agreement", defined terms used
herein are as therein defined), which provides in Section 2 for the execution of
a Lease Supplement substantially in the form hereof for the purpose of leasing
the First Aircraft under the Lease Agreement on its Delivery Date in accordance
with the terms hereof; and
WHEREAS, the Lease Agreement relates to the airframe and engines described
below, and a counterpart of the Lease Agreement is attached to and made a part
of this Lease Supplement, and this Lease Supplement, together with such
attachment, is being filed for recordation on the date hereof with the FAA as
one document;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and pursuant to Section 2 of the Lease Agreement, the Lessor and
Lessee hereby agree as follows:
1. Lessor hereby delivers and leases to Lessee, and Lessee hereby accepts
and leases from Lessor, under the Lease Agreement as hereby supplemented, the
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇ aircraft (the "Aircraft") which consists of the
following components (which may or may not be attached to each other at the
moment of acceptance hereunder):
(i) airframe: U.S. registration number N171AA; manufacturer's
serial no. 46906; and
(ii) three General Electric CF6-6K engines bearing manufacturer's
serial nos. 451433, 451218, and 451286 (each of which engines has 750
or more rated takeoff horsepower or the equivalent of such
horsepower).
2. The Term for the Aircraft commences on the date of this Lease
Supplement.
3. The Term shall commence on the date hereof and shall end on January 8,
1996, unless earlier terminated in accordance with the provisions of the Lease
Agreement.
4. Lessee hereby confirms its agreement to pay to Lessor Basic Rent for
the Aircraft
throughout the Term in accordance with Section 3 of the Lease Agreement and to
pay Supplemental Rent pursuant to Exhibit E attached to the Lease.
5. All of the provisions of the Lease Agreement are hereby incorporated by
reference in this Lease Supplement on and as of the date of this Lease
Supplement to the same extent as if fully set forth herein.
6. This Lease Supplement is being delivered in the State of Texas and
shall in all respects be governed by, and construed in accordance with, the laws
of the State of Texas, including all matters of construction, validity and
performance.
7. This Lease Supplement may be executed in several counterparts, each
fully-executed counterparts all of which shall be deemed an original, and all
such counterparts shall constitute one and the same instrument. To the extent
that this Lease Supplement constitutes chattel paper, as such term is defined in
the Uniform Commercial Code as in effect in any applicable jurisdiction, no
security interest in this Lease Supplement may be created through the transfer
or possession of any counterpart other than the counterpart marked as the
"Original".
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IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease
Supplement to be duly executed and delivered as of the date and year first above
written.
AMERICAN AIRLINES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President - Corporate
Development and Treasurer
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HAWAIIAN AIRLINES, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ___________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and
Chief Executive Officer
/s/ ▇▇▇ ▇. ▇▇▇▇▇
By: ___________________________________
▇▇▇ ▇. ▇▇▇▇▇
Vice President, General Counsel
and Corporate Secretary
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