Hawaiian Airlines, Inc. Suite G350, Honolulu, Hawaii 96819, USA Date: AMENDMENT TWO TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327 Reference is made to the General Terms Agreement reference DEG5327 dated October 27, 2008 (“Agreement”) between...

Exhibit 10.11

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Hawaiian Airlines, Inc.

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Date:                             

AMENDMENT TWO TO GENERAL TERMS AGREEMENT REFERENCE DEG 5327

Reference is made to the General Terms Agreement reference DEG5327 dated October 27, 2008 (“Agreement”) between Rolls-Royce plc (“Rolls-Royce”) and Hawaiian Airlines, Inc. (“Hawaiian”).

This Amendment to the Agreement records the agreement of the Parties in respect of the Purchase Right Aircraft and one additional Lease Aircraft, which Hawaiian has agreed to take delivery of and will be incorporated in the Agreement.   Except as specifically amended or defined herein, defined terms used in this Amendment shall have the meanings assigned to them in the Agreement.

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1. DEFINITIONS

The following definitions are hereby deleted in their entirety and replaced by the following new definitions:

“Firm Aircraft” means the 13 (thirteen) firmly ordered Airbus A330-200 aircraft powered by Engines, which Hawaiian has entered into a purchase agreement with Airframer for delivery in accordance with the schedule set out in Exhibit A of this Agreement as may be amended from time to time by the parties.

“Leased Aircraft” means (i) the four leased A330-200 Aircraft powered by Engines which Hawaiian has entered into (or anticipates entering into) a lease agreement for delivery to Hawaiian in accordance with the schedule set out in Section 2 of Exhibit A of the Agreement, as may be amended from time to time by the Parties; provided that if Hawaiian does not enter into a fourth lease agreement, the number in this clause (i)  shall be automatically reduced to three and the Leased Aircraft scheduled for delivery in September of 2012 set out in Section 2 of Exhibit A of the Agreement shall be removed from the Schedule, and (ii) any additional A330-200 Aircraft powered by Engines that Hawaiian may lease.  [**]

“Purchase Right Aircraft” means the 4 (four) purchase right Airbus A330-200 aircraft powered by Engines, which may be purchased from Airframer by Hawaiian for delivery in accordance with the schedule set out in Exhibit A of this Agreement as may be amended from time to time.

Rolls-Royce plc Registered office:65 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ 6AT.

Company number: 1003142. Registered in England

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2. EXHIBIT A AIRCRAFT DELIVERY SCHEDULE

Exhibit A Aircraft Delivery Schedule to the Agreement is hereby deleted in its entirety and replaced by Appendix 1 to this Amendment.

3. SPARE ENGINES

3.1	Exhibit E-1 Schedule 1 Spare Engine Delivery Schedule to the Agreement is hereby deleted in its entirety and replaced by Appendix 2 to this Amendment.
3.2	Clause 4.2 of Exhibit E-1 is hereby deleted in its entirety and replaced by the following:
“4.2	Hawaiian has made or shall make payments in United States Dollars as follows:
	[**]
3.2	Clause 4.4 of Exhibit E-1 is hereby deleted in its entirety and replaced by the following:
	[**]
6.	[**]
7.	[**]

8. ASSIGNMENT

The terms and conditions of this Amendment are personal to Hawaiian and may not, under any circumstances, be assigned, novated or otherwise transferred to any third party, except as provided in [**] Clause 14.4 of the Agreement. Any purported assignment, novation or other transfer of the terms and conditions of this Amendment shall be void.

9. GENERAL

All rights, obligations and liabilities under this Amendment shall be subject to and in accordance with the provisions of the Agreement and, except as specifically amended herein, the provisions of the Agreement shall remain in full force and effect and this Amendment is made without prejudice to either of the Parties’ existing rights (unless expressly stated in this Amendment) set forth or arising under the Agreement. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail.

For the avoidance of doubt, any default by Hawaiian under this Amendment shall be considered a default under the Agreement.

10. CONFIDENTIALITY

The provisions of this Amendment are confidential in accordance with Clause 10 of the Agreement, mutatis mutandis, and shall not (except as provided in Clauses 10.7 and 14.12 of the Agreement) be disclosed to any third party without the prior written consent of the other party.

11. INTEGRATION

This Amendment constitutes a “writing” within the meaning of Clause 14.5 of the Agreement, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with respect to the subject matter hereof.

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12.  INCORPORATION BY REFERENCE

The terms and provisions of Clauses 14.3, 14.5, 14.6, 14.7, 14.8, 14.9 and 14.13 of the Agreement are hereby incorporated by reference, mutatis mutandis, as though fully set forth herein.

[signature page follows]

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As WITNESS WHEREOF the Parties have caused this Amendment to be signed on their behalf by the hands of their duly authorised officers the day and year first before written.

Signed for and on behalf of:			Signed for and on behalf of:
HAWAIIAN AIRLINES, INC.			ROLLS-ROYCE plc
By			By:
Printed			Printed
Title:			Title:

			Signed for and on behalf of:
HAWAIIAN AIRLINES, INC.			ROLLS-ROYCE TOTALCARE SERVICES LIMITED
By			By:
Printed			Printed
Title:			Title:

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APPENDIX 1

EXHIBIT A Aircraft Delivery Schedule

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APPENDIX 2

EXHIBIT E-1

SCHEDULE 1 - DELIVERY SCHEDULE AND BASE PRICE

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In the event that further Leased Aircraft enter the fleet, then the above delivery schedule shall be amended such that Hawaiian always meets the Minimum Spare Engine Level as defined below. [**]

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APPENDIX 3

[**]

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