0001104659-06-018706 Sample Contracts

AIRCRAFT PURCHASE AND SALE AGREEMENT (MSN 23276)
Aircraft Purchase and Sale Agreement • March 23rd, 2006 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

THIS AIRCRAFT PURCHASE AND SALE AGREEMENT (MSN 23276) (this “Agreement”) is made and entered into as of this 24th day of February, 2006, by and between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as owner trustee, with its principal address at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890 (“Seller”) under that certain Trust Agreement dated as of December 1, 1986, as supplemented and amended, and HAWAIIAN AIRLINES, INC., a corporation organized under the laws of the State of Delaware, with its principal address at 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 (“Buyer”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 23rd, 2006 • Hawaiian Holdings Inc • Air transportation, scheduled • Hawaii

This EMPLOYMENT AGREEMENT (“Agreement”) dated November 18, 2005 and effective as of November 10, 2005 (“Effective Date”) is entered into by and between Peter R. Ingram (“Employee”) and Hawaiian Airlines, Inc., a Delaware corporation (“Company”).

AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • March 23rd, 2006 • Hawaiian Holdings Inc • Air transportation, scheduled • New York

This Aircraft Purchase Agreement (“Agreement”) is entered into as of February 16, 2006, between and among Wilmington Trust Company, not in its individual capacity but solely as owner trustee (“Seller”), of a trust described on Schedule 1 (“Trust”) and beneficially owned by Marathon Structured Finance Fund, L.P. (“Marathon”) through Marathon’s participation in the beneficial interest in a trust estate, Marathon, and Hawaiian Airlines, Inc. (“Purchaser”).

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