Preview | Aircraft Lease Agreement | International Lease Finance Corporation; Hawaiian Airlines Inc.

AIRCRAFT LEASE AGREEMENT

Dated as of July 16, 2001

BETWEEN

HAWAIIAN AIRLINES, INC.

as LESSEE

and

INTERNATIONAL LEASE FINANCE CORPORATION

as LESSOR

Aircraft Make and Model:	Used B767-3G5ER

Aircraft Manufacturer's Serial Number:	24257

Aircraft Registration Mark:	Per Estoppel and Acceptance Certificate

Make and Model of Engines:	Pratt & Whitney PW4062

Serial Numbers of Engines:	Per Estoppel and Acceptance Certificate

USED AIRCRAFT NO. 3

TABLE OF CONTENTS

ARTICLE 1	DEFINITIONS
1.1	General Definitions
1.2	Specific Definitions

ARTICLE 2	PLACE AND DATE OF DELIVERY
2.1	Place of Delivery
2.2	Scheduled Delivery Date
2.3	Delivery subject to Prior Lessee Delivery
2.4	No LESSOR Liability
2.5	Total Loss of Aircraft prior to Delivery
2.6	Cancellation for Delay

ARTICLE 3	LEASE TERM AND EXTENSION OPTIONS
3.1	Initial Lease Term
3.2	Lease Extension Option
3.3	"Lease Term" and "Expiration Date"
3.4	"Termination Date"

ARTICLE 4	SECURITY DEPOSIT, RESERVES AND OTHER PAYMENTS
4.1	Security Deposit
4.2	Rent
4.3	Reserves
4.4	Additional Rent for Excess Cycles
4.5	LESSOR's Bank Account
4.6	Default Interest
4.7	No Deductions or Withholdings
4.8	Wire Transfer Disbursement Report
4.9	Net Lease
4.10	LESSOR Performance of LESSEE Obligation
4.11	Consideration for Rent and other Amounts

ARTICLE 5	DELIVERY CONDITION AND INSPECTION OF AIRCRAFT .
5.1	LESSEE Selection of Aircraft
5.2	Condition at Delivery
5.3	LESSEE Inspection of Aircraft at Delivery
5.4	Delivery of Aircraft to LESSEE
5.5	LESSEE Acceptance of Aircraft

ARTICLE 6	PRE-DELIVERY, DELIVERY AND POST-DELIVERYDOCUMENTARY AND OTHER REQUIREMENTS
6.1	Pre-Delivery Requirements
6.2	Delivery Requirements
6.3	Post-Delivery Requirements

ARTICLE 7	DISCLAIMERS
7.1	"As Is, Where Is"
7.2	Waiver of Warranty of Description
7.3	LESSEE Waiver
7.4	Conclusive Proof
7.5	No LESSOR Liability for Losses
7.6	No Liability to Repair or Replace
7.7	No Waiver

ARTICLE 8	MANUFACTURERS' AND VENDORS' WARRANTIES
8.1	Warranties
8.2	Reassignment
8.3	Warranty Claims

ARTICLE 9	OPERATION OF AIRCRAFT
9.1	Costs of Operation
9.2	Compliance with Laws
9.3	Training
9.4	No Violation of Insurance Policies
9.5	Flight Charges

ARTICLE 10	SUBLEASES
10.1	No Sublease without LESSOR Consent
10.2	LESSOR Costs
10.3	Any Approved Sublease
10.4	Assignment of Sublease
10.5	Continued Responsibility of LESSEE

ARTICLE 11	MAINTENANCE OF AIRCRAFT
11.1	General Obligation
11.2	Specific Obligations
11.3	Replacement of Parts
11.4	Removal of Engines
11.5	Pooling of Engines and Parts
11.6	Installation of Engines on other aircraft
11.7	Engine Thrust Rating
11.8	Modifications
11.9	Performance of Work by Third Parties
11.10	Reporting Requirements
11.11	Information Regarding Maintenance Program
11.12	LESSOR Rights to Inspect Aircraft

ARTICLE 12	USE OF RESERVES
12.1	Airframe Reserves
12.2	Engine Performance Restoration Reserves
12.3	Engine LLP Reserves
12.4	Reimbursement
12.5	Reimbursement Adjustment
12.6	Costs in Excess of Reserves
12.7	Reimbursement after Termination Date

ARTICLE 13	TITLE AND REGISTRATION
13.1	Title to the Aircraft During Lease Term
13.2	Registration of Aircraft
13.3	Filing of this Lease
13.4	Evidence of Registration and Filings

ARTICLE 14	IDENTIFICATION PLATES
14.1	Airframe Identification Plates
14.2	Engine Identification Plates

ARTICLE 15	TAXES
15.1	General Obligation of LESSEE
15.2	Exceptions to Indemnity
15.3	After-Tax Basis
15.4	Timing of Payment
15.5	Contests
15.6	Refunds
15.7	Cooperation in Filing Tax Returns
15.8	Survival of Obligations
15.9	LESSEE's Indemnity Regarding German Taxes

ARTICLE 16	INDEMNITIES
16.1	General Indemnity
16.2	Exceptions to General Indemnities
16.3	After-Tax Basis
16.4	Timing of Payment
16.5	Subrogation
16.6	Notice
16.7	Refunds
16.8	Defense of Claims
16.9	Survival of Obligation

ARTICLE 17	INSURANCE
17.1	Categories of Insurance
17.2	Write-back of any Date Recognition Exclusion
17.3	Insurance for Indemnities
17.4	Insurance required by Manufacturer
17.5	Renewal .
17.6	Assignment of Rights by LESSOR
17.7	Deductibles
17.8	Other Insurance
17.9	Information
17.10	Currency
17.11	Grounding of Aircraft
17.12