<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1996
REGISTRATION NO. 333-04817
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 4
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAWAIIAN AIRLINES, INC.
(Exact name of registrant as specified in its charter)
------------------------
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<S> <C>
HAWAII 99-0042880
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
3375 KOAPAKA STREET, SUITE G-350
HONOLULU, HAWAII 96819
(808) 835-3700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------
BRUCE R. NOBLES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HAWAIIAN AIRLINES, INC.
3375 KOAPAKA STREET, SUITE G-350
HONOLULU, HAWAII 96819
(808) 835-3700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
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<S> <C>
JOSEPH SALAMUNOVICH, Esq. GEORGE D. TUTTLE, Esq.
Gibson, Dunn & Crutcher LLP Brobeck, Phleger & Harrison LLP
333 South Grand Avenue One Market Plaza, Spear St. Tower
46th Floor 26th Floor
Los Angeles, California 90071 San Francisco, California 94105
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This Amendment No. 4 to Hawaiian Airlines, Inc.'s Registration Statement on
Form S-2 (File No. 333-04817) is filed solely to file Exhibit 10.125 hereto. In
connection with the Staff's comments to Hawaiian Airlines, Inc. (the "Company")
with respect to the Staff's review of the confidential treatment application for
Exhibit 10.125 hereto, the Company hereby files this Amendment No. 4 solely to
respond to the Staff's comments. All other items of the above referenced
registration statement remain unchanged.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses in connection with the issuance and
distribution of the securities being registered. All of the amounts shown are
estimated, except the Securities and Exchange Commission registration fee, the
National Association of Securities Dealers, Inc. filing fee and the American and
Pacific Stock Exchanges listing fees.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............ $ 15,975
National Association of Securities Dealers, Inc. filing fee.... 5,135
American Stock Exchange listing fee............................ 17,500
Pacific Stock Exchange listing fee............................. 7,500
Subscription Agent's fees and expenses......................... 40,000
Information Agent's fees and expenses.......................... 15,000
Escrow Agent's fees and expenses............................... 5,000
Financial Advisor's fees and expenses.......................... 1,700,000
Accounting fees and expenses................................... 85,000
Legal fees and expenses........................................ 650,000
Blue Sky fees and expenses (including legal fees).............. 50,000
Printing and engraving fees.................................... 175,000
Miscellaneous.................................................. 33,890
----------
Total........................................................ $2,800,000
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</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 415-5 of the Hawaii Business Corporation Act (the "Hawaii
Indemnification Statute") provides that a corporation may indemnify any person
who was or is a party to or is threatened to be made a party to any proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that the person
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation in such a capacity with another
enterprise (such person being hereinafter referred to as the "Indemnitee"). The
indemnity may cover expenses (including attorneys' fees), judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceedings, had
no reasonable cause to believe the Indemnitee's conduct was unlawful.
Section 415-48.5 of the Hawaii Indemnification Statute provides that a
corporation does not have the power to eliminate or limit the personal liability
of a director for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) any act or omission of the director not
performed in good faith, or which involves intentional misconduct or knowing
violation of the law, or which constitutes a willful or reckless disregard of
the director's fiduciary duty, (c) the director's willful or negligent violation
of any provision of the HBCA regarding payment of dividends or stock purchase or
redemption, or (d) any transaction from which the director received an improper
benefit.
The Hawaii Indemnification Statute also provides that, in the case of an
action or suit by or on behalf of the corporation, the corporation has the power
to indemnify an Indemnitee against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of such
action or suit if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believes to be in, or not opposed to, the best interests
of the corporation, except that no indemnification may be made in respect to any
claim, issue or matter as to which the Indemnitee had been adjudged to be liable
for negligence or misconduct in the performance of the Indemnitee's duties to
the corporation unless, and only to the extent that, the court in which the
action or suit was brought
II-1
<PAGE>
determines that, despite the adjudication of liability, but in view of all
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such expenses as such court deems proper. The provision does not,
however, expressly authorize the corporation to indemnify the Indemnitee against
judgments, fines and amounts paid in settlement arising out of a shareholder's
derivative action.
The Hawaii Indemnification Statute further provides that indemnification is
mandatory with respect to expenses incurred in connection with any action, suit
or proceeding, to the extent the Indemnitee is successful on the merits or
otherwise in defense of any such action or claim.
The Hawaii Indemnification Statute allows the payment by the corporation of
expenses incurred by an Indemnitee in advance of the final disposition of an
action, suit or proceeding if the Indemnitee provides an undertaking of
repayment. Additionally, it provides that the indemnity provided by the statute
is not exclusive of any other rights to which an Indemnitee may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise. It also provides that a corporation may purchase insurance for
officers or directors of the corporation.
Article VII of the Registrant's Amended Articles of Incorporation
incorporates the provisions of the Hawaii Indemnification Statute so as to
provide the indemnification of the Hawaii Indemnification Statute to officers
and directors of the Company. Article VII also provides that the indemnity
provided thereunder is nonexclusive of any other rights of indemnification to
which an Indemnitee may be entitled.
In addition, the Registrant has entered into indemnification agreements with
each of its directors and executive officers providing indemnification to the
fullest extent permitted by law. Furthermore, the Registrant has a policy of
directors' and officers' liability insurance which insures directors and
officers against the cost of defense, settlement or payment of a judgment under
certain circumstances.
ITEM 16. EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
2.1 Third Amended Consolidated Plan of Reorganization of HAL, INC., Hawaiian Airlines, Inc. and West
Maui Airport, Inc. dated August 29, 1994. (1)
2.2 Articles of Merger of Hawaiian Airlines, Inc. and West Maui Airport, Inc. and Articles of Merger of
Hawaiian Airlines, Inc. and HAL, INC. both dated September 12, 1994. (2)
4.1 Rights Agreement dated December 23, 1994. (3)
4.2 Amendment No. 1 dated as of May 4, 1995 to Rights Agreement dated as of December 23, 1994 by and
between Hawaiian Airlines, Inc. and Chemical Trust Company of California. (4)
4.3 Amendment No. 1 to 1994 Stock Option Plan dated as of May 4, 1995. (4)
4.4 Amendment No. 1 dated as of May 4, 1995 to Warrants Nos. 1-10. (4)
4.5 1994 Stock Option Plan. (5)
4.6 Rightsholders Agreement dated as of January 31, 1996, by and among Hawaiian Airlines, Inc., Airline
Investors Partnership, L.P., AMR Corporation, Martin Anderson and Robert Midkiff. (6)
4.7 Amendment No. 2 to the Rights Agreement, as amended, dated as of January 31, 1996 by and between
Hawaiian Airlines, Inc. and Chemical Trust Company of California. (6)
4.8 Amendment No. 2 to 1994 Stock Option Plan, as amended, dated as of December 8, 1995. (6)
</TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
4.9 The Company agrees to provide the Securities and Exchange Commission, upon request, copies of
instruments defining the rights of security holders of long-term debt of the Company.
4.10 Form of Employee Right Subscription Certificate.**
4.11 Form of Shareholder Right Subscription Certificate.**
4.12 1996 Stock Incentive Plan, as amended.*
5 Opinion of Goodsill Anderson Quinn & Stifel, as to the legality of the securities being registered.*
8 Opinion of Gibson, Dunn & Crutcher LLP, as to certain tax matters.*
10.1 First Amended Plan of Reorganization. (7)
10.2 Engine lease agreement dated as of October 29, 1993 between BA Leasing & Capital Corporation, as
lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) Pratt & Whitney JT8D-17 engine, bearing
manufacturer's serial no. 696699. (8)
10.3 Aircraft Purchase Agreement dated as of November 5, 1993 between GATX Capital Corporation, as
seller, and Hawaiian Airlines, Inc., as buyer, for one (1) McDonnell Douglas DC-9-51 aircraft,
bearing FAA registration no. N420EA, together with two (2) Pratt & Whitney JT813-17 engines bearing
manufacturer's serial no. 688738 and 688739. (8)
10.4 Lease agreement dated as of November 3, 1993 between John Hancock Leasing Corporation, as lessor,
and Hawaiian Airlines, Inc., as lessee, for two (2) Pratt & Whitney JT813-17 engines bearing
manufacturers serial no. 708324 and 654028. (8)
10.5 Aircraft Lease Agreement dated April 1, 1994 between Nations Financial Capital Corporation, as
lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft
bearing manufacturer's serial no. 47662, together with two (2) Pratt & Whitney JT813-17A engines,
bearing manufacturer's serial no. 696708 and 688758. (9)
10.6 Aircraft Lease Agreement dated May 9, 1994 between BA Leasing & Capital Corporation, as lessor, and
Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft, manufacturers
serial no. 47764, together with two (2) Pratt & Whitney JT813-17A engines, bearing manufacturer's
serial no. 696675 and 696674 and one (1) spare Pratt & Whitney JT8D-17A engine bearing
manufacturer's serial no. 696699. (10)
10.7 Aircraft Lease Agreement dated May 9, 1994 between Security Pacific Equipment Leasing, Inc., as
lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft,
manufacturers serial no. 47735, together with two (2) Pratt & Whitney JT8D-17A engines, bearing
manufacturer's serial no. 696666 and 688798. (10)
10.8 Aircraft Lease Agreement dated May 9, 1994 between Security Pacific Equipment Leasing, Inc., as
lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft,
manufacturers serial no. 47726, together with two (2) Pratt & Whitney JT813-17A engines, bearing
manufacturer's serial no. 696656 and 688710. (10)
10.9 Merchant Bank Agreement for Visa and Mastercard dated July 18, 1994 between First Bank National
Association, as Bank, and Hawaiian Airlines, Inc., as Carrier. (10)
</TABLE>
II-3
<PAGE>
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.10 Airframe Lease Agreement dated September 22, 1994 between Bank of Hawaii, as lessor, and Hawaiian
Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft, manufacturers serial no.
47763, together with two (2) Pratt & Whitney JT8D17A engines, bearing manufacturer's serial no.
696666 and 688798. (10)
10.11 Multihost Agreement dated September 12, 1994 between SABRE Decision Technologies, Inc. and Hawaiian
Airlines, Inc., as customer, for certain reservation services, not filed since confidential
treatment has been requested pursuant to Rule 24b-2. (11)
10.12 Flight Operating System Agreement dated September 12, 1994 between SABRE Decision Technologies, Inc.
and Hawaiian Airlines, Inc. as customer, for certain flight operating system services, not filed
since confidential treatment has been requested pursuant to Rule 24b-2. (11)
10.13 Advantage Participating Carrier Agreement dated September 12, 1994 between American Airlines, Inc.,
as seller, and Hawaiian Airlines, Inc., as customer, for certain frequent flyer agreements, not
filed since confidential treatment has been requested pursuant to Rule 24b-2. (11)
10.14 Master Equipment Lease Agreement dated September 12, 1994, between SABRE Decision Technologies,
Inc., as lessor, and Hawaiian Airlines, Inc., as lessee, for certain computer and reservations
equipment, not filed since confidential treatment has been requested pursuant to Rule 24b-2. (11)
10.15 Aircraft Lease Agreement dated September 12, 1994 between American Airlines, Inc., as lessor, and
Hawaiian Airlines, Inc., as lessee, for eight (8) DC-10-10 aircraft each with three (3) GE CF6-6K
engines, FAA registration and manufacturer's serial no. to be advised, filed in redacted form since
confidential treatment has been requested pursuant to Rule 24b-2 for certain portions thereof. (11)
10.16 Aircraft Lease Amendment dated November 10, 1992 to Aircraft Lease Agreement dated March 31, 1992,
between AeroUSA, Inc., as lessor, and Hawaiian Airlines, Inc. as lessee, for one (1) McDonnell
Douglas DC9-51 aircraft, manufacturers serial No. 47784. (11)
10.17 Aircraft Lease Amendment dated August 23, 1994 to Aircraft Lease Agreement dated March 31, 1992,
between AeroUSA, Inc., as lessor, and Hawaiian Airlines, Inc. as lessee, for one (1) McDonnell
Douglas DC9-51 aircraft, manufacturers serial No. 47784. (11)
10.18 Aircraft Lease Amendment dated April 2, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47742. (11)
10.19 Aircraft Lease Amendment dated October 31, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47742. (11)
10.20 Aircraft Lease Amendment dated August 23, 1994 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47742. (11)
</TABLE>
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.21 Aircraft Lease Amendment dated April 2, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 48122. (11)
10.22 Aircraft Lease Amendment dated October 31, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 48122. (11)
10.23 Aircraft Lease Amendment dated August 23, 1994 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 48122. (11)
10.24 Aircraft Lease Amendment dated April 2, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47796. (11)
10.25 Aircraft Lease Amendment dated October 31, 1990 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47796. (11)
10.26 Aircraft Lease Amendment dated August 23, 1994 to Aircraft Lease Agreement dated as of February 28,
1990 between GPA Group plc, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell
Douglas DC-9-51 aircraft, manufacturers serial no. 47796. (11)
10.27 Chattel Mortgage dated November 5, 1993 between GATX Capital Corporation, as Secured Party, and
Hawaiian Airlines, Inc., as Debtor, for one (1) McDonnell Douglas DC-9-51 aircraft, bearing
manufacturer's serial no. 47689, together with two (2) Pratt & Whitney JT8D-17 engines bearing
manufacturer's serial no. 688738 and 688739. (11)
10.28 Mortgage Supplement dated November 5, 1993 between GATX Capital Corporation, as Secured Party, and
Hawaiian Airlines, Inc., as Debtor, for one (1) McDonnell Douglas DC-9-51 aircraft, bearing
manufacturer's serial no. 47689, together with two (2) Pratt & Whitney JT8D-17 engines bearing
manufacturer's serial no. 688738 and 688739. (11)
10.29 Aircraft Lease Agreement dated September 12, 1994 between First Security Bank of Utah, N.A., as
trustee, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft,
bearing manufacturer's serial no. 47658, together with two (2) Pratt & Whitney JT8D-17 engines
bearing manufacturer's serial no. 688712 and 688797. (11)
10.30 Aircraft Lease Agreement dated September 12, 1994 between Scandinavian Airlines of North American
Inc., as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51
aircraft, bearing manufacturer's serial no. 47654, together with two (2) Pratt & Whitney JT813-17
engines bearing manufacturer's serial no. 688834 and 688728. (11)
10.31 Engine Lease dated September 12, 1994 between Aircraft Income Partners 11, L.P., as lessor, and
Hawaiian Airlines, Inc., as lessee, for two (2) Pratt & Whitney JT813-17A engines, bearing
manufacturer's serial no. 687769B and 688762D. (11)
</TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.32 Aircraft Lease Agreement dated September 22, 1994 between USL Capital Corporation, as lessor, and
Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas DC-9-51 aircraft, bearing
manufacturer's serial no. 47661, together with two (2) Pratt & Whitney JT813-17 engines bearing
manufacturer's serial no. P696707D and P68872913. (11)
10.33 Engine Lease Agreement dated September 22, 1994 between Bank of Hawaii, as lessor, and Hawaiian
Airlines, Inc., as lessee, for two (2) Pratt & Whitney JT8D-17A engines, bearing manufacturer's
serial no. P696662D and P696667D. (11)
10.34 Agreement of Lease dated July 12, 1993 between Airport Industrial Park Associates, as owner, and
Hawaiian Airlines, Inc., as tenant. (11)
10.35 Anchorage International Airport Airline Operating Agreement and Terminal Building Lease
(International Terminal) dated January 3, 1992 between State of Alaska Department of Transportation
and Public Facilities and Hawaiian Airlines, Inc. (11)
10.36 Anchorage International Airport Advance Right of Entry ADA30426 of State of Alaska Department of
Transportation and Public Facilities dated December 9, 1991. (11)
10.37 Form of Non-Exclusive Operating Permit between the City of Los Angeles and Hawaiian Airlines, Inc.,
a Signatory Carrier, Covering the Use of Landing Facilities for Air Carrier Aircraft Operations at
Los Angeles International Airport. (11)
10.38 Form of Non-Signatory Passenger Airline Operating and Lease Agreement between The Port of Portland
and Hawaiian Airlines, Inc. (11)
10.39 Airports Commission City and County of San Francisco Airline Operating Permit Issued to Hawaiian
Airlines, Inc., as Permittee, Director of Airports Permit Action No. 2003. (11)
10.40 Indenture of Lease (Lease No. DOT-78-24) dated August 21, 1978 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premises at the Kahului Airport on the island of Maui. (11)
10.41 Addendum No. I dated October 9, 1982 to Lease No. DOT-A-7824 dated August 21, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Kahului Airport on the island of Maui. (11)
10.42 Addendum No. 2 dated August 31, 1983 to Lease No. DOT-A-7824 dated August 21, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airprt premises at the Kahului Airport on the island of Maui. (11)
10.43 Amendment No. 3 dated September 1, 1986 to Lease No. DOT-A78-24 dated August 21, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Kahului Airport on the island of Maui. (11)
10.44 Amendment No. 4 dated October 3, 1988 to Lease No. DOT-A78-24 dated August 21, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Kahului Airport on the island of Maui. (11)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
10.45 Indenture of Lease (Lease No. DOT-A-78-31) dated August 10, 1978 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premises at the Lanai Airport on the island of Lanai. (11)
10.46 Addendum No. I dated August 31, 1983 to Lease No. DOT-A-7831 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lanai Airport on the island of Lanai. (11)
10.47 Amendment No. 2 dated July 22, 1988 to Lease No. DOT-A-7831 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lanai Airport on the island of Lanai. (11)
10.48 Indenture of Lease (Lease No. DOT-A-78-22) dated as of August 10, 1978 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premises at the Lihue Airport on the island of Kauai. (11)
10.49 Addendum No. I dated March 1, 1981 to Lease No. DOT-A-7822 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lihue Airport on the island of Kauai. (11)
10.50 Addendum No. 2 dated August 31, 1983 to Lease No. DOT-A-7822 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lihue Airport on the island of Kauai. (11)
10.51 Addendum No. 3 dated September 14, 1983 to Lease No. DOT-A78-22 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lihue Airport on the island of Kauai. (11)
10.52 Amendment No. 4 dated December 14, 1987 to Lease No. DOTA-78-22 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lihue Airport on the island of Kauai. (11)
10.53 Amendment No. 5 dated September 15, 1988 to Lease No. DOTA-78-22 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Lihue Airport on the island of Kauai. (11)
10.54 Indenture of Lease (Lease No. DOT-A-78-27) dated as of August 10, 1978 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premises at the Molokai Airport on the island of Molokai. (11)
10.55 Addendum No. 1 dated August 31, 1983 to Lease No. DOT-A-7827 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Molokai Airport on the island of Molokai. (11)
10.56 Addendum No. 2 dated July 1, 1985 to Lease No. DOT-A-78-27 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Molokai Airport on the island of Molokai. (11)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.57 Amendment No. 3 dated July 29, 1988 to Lease No. DOT-A-7827 dated August 10, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at the Molokai Airport on the island of Molokai. (11)
10.58 Indenture of Lease (Lease No. DOT-76-23) dated as of April 24, 1978 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premises at General Lyman Field on the island of Hawaii. (11)
10.59 Addendum No. 2 dated April 1, 1983 to Lease No. DOT-A-76-23 dated April 24, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at General Lyman Field on the island of Hawaii. (11)
10.60 Addendum No. 1 dated August 31, 1983 to Lease No. DOT-A-7623 dated April 24, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at General Lyman Field on the island of Hawaii. (11)
10.61 Amendment No. 3 dated July 27, 1988 to Lease No. DOT-A-7623 dated April 24, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at General Lyman Field on the island of Hawaii. (11)
10.62 Amendment No. 4 dated December 6, 1989 to Lease No. DOT-A76-23 dated April 24, 1978 between the
Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as
lessee, for use of airport premises at General Lyman Field on the island of Hawaii. (11)
10.63 Indenture of Lease (Lease No. DOT-A-62-32) dated as of May 28, 1962 between the Department of
Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines, Inc., as lessee, for use of
airport premise at the Honolulu International Airport on the island of Oahu. (11)
10.64 Lease Extension Agreement dated September 26, 1994 to Lease No. DOT-A-62-32 dated as of May 28, 1962
between the Department of Transportation of the State of Hawaii, as lessor, and Hawaiian Airlines,
Inc., as lessee, for use of airport premises at the Honolulu International Airport on the island of
Oahu. (11)
10.65 IATA Interline Traffic Agreement -- Passenger between IATA and Hawaiian Airlines, Inc. (11)
10.66 IATA Interline Traffic Agreement -- Cargo between IATA and Hawaiian Airlines, Inc. (11)
10.67 IATA Interline Traffic Agreement -- Baggage between IATA and Hawaiian Airlines, Inc. (11)
10.68 ATA Airline Freight Procedures Agreement dated December 16, 1985. (11)
10.69 Application and Concurrence for Non-IATA Air Carrier to participate in Bank Settlement Plan --
Australia dated December 12, 1988. (11)
10.70 Application and Concurrence for Non-IATA Air Carrier to participate in Bank Settlement Plan --
Canada dated May 18, 1983. (11)
10.71 Application and Concurrence for Non-IATA Air Carrier to participate in Bank Settlement Plan -- New
Zealand dated September 16, 1987. (11)
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.72 Form of Facilities Management and Supplemental Agreement among Computer Associates International,
Inc. and Litton Computer Services, as Licensee, and Hawaiian Airlines, Inc., as Client, dated
September 30, 1993. (11)
10.73 Master Lease Agreement dated September 30, 1993 between Comdisco, Inc., as lessor, and Hawaiian
Airlines, Inc. as lessee, for computer and telephone equipment. (11)
10.74 Galileo International Global Airline Distribution Agreement dated as of December 16, 1993 among
Galileo International Partnership, and Hawaiian Airlines, Inc., as Participant. (11)
10.75 Loan and Security Agreement dated as of September 12, 1994 between The CIT Group/Credit Finance,
Inc., as Lender, and Hawaiian Airlines, Inc., as Borrower. (11)
10.76 Letter of Credit Reimbursement and Security Agreement dated as of September 12, 1994 by Hawaiian
Airlines, Inc. for the benefit of Martin Anderson. (11)
10.77 Letter of Credit Reimbursement and Security Agreement dated as of September 13, 1994 by Hawaiian
Airlines, Inc. for the benefit of Robert Midkiff. (11)
10.78 Agreement Relating to the Settlement of Interline Accounts through Airlines Clearing House Inc.
dated July 8, 1981. (11)
10.79 Supplementary Agreement to Agreement Relating to the Settlement of Interline Accounts through
Airlines Clearing House, Inc. and amendments made thereto through to October 10, 1986. (11)
10.80 Supplementary Agreement to Agreement Relating to the Settlement of Interline Accounts through
Airlines Clearing House, Inc. and amendments made thereto through to January 30, 1987. (11)
10.81 Amendment to the Agreement Relating to the Settlement of Interline Accounts through Airlines
Clearing House, Inc. and amendments made thereto through to September 17, 1987. (11)
10.82 Amended and Restated Interline Agreement dated September 1, 1989 by and among LAX TWO CORP. and
certain Air Carriers as 'Contracting Airlines', including Hawaiian Airlines, Inc. (11)
10.83 Airlines Reporting Corporation Carrier Service Agreement dated November 30, 1984 between the
Airlines Reporting Corporation and Hawaiian Airlines, Inc. (11)
10.84 Stipulation Respecting Claims of the State of Hawaii filed with the Bankruptcy Court July 29, 1994.
(11)
10.85 Stipulation between Hawaiian Airlines, Inc. and Kawasaki Enterprises Inc. filed with the Bankruptcy
Court March 31, 1994. (11)
10.86 Global Settlement Agreement and Adequate Protection Stipulation with GPA filed with the Bankruptcy
Court August 12, 1994. (11)
10.87 Rotable Spare Parts Chattel Mortgage and Security Agreement dated August 23, 1994, as amended. (11)
10.88 Warrants dated September 12, 1994 granted Martin Anderson. (12)
10.89 Warrants dated September 12, 1994 granted Robert Midkiff. (12)
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.90 Amendment to Lease Agreement, Lease Supplements and Lease Supplement No. 9, dated November 12, 1994,
to original Aircraft Lease Agreement dated September 12, 1994, between American Airlines,
Inc.-Registered Trademark- as lessor, and Hawaiian Airlines, Inc., as lessee, for 1) amendment of
Lease Agreement, 2) one (1) airframe, U.S. registration number N122AA, manufacturer's serial no.
46522 and three (3) General Electric CF6-6K engines bearing manufacturer's serial nos. 451391,
451166, and 451141. (12)
10.91 Lease Amendment No. 2, dated as of April 13, 1995 between American Airlines, Inc.-Registered
Trademark- and Hawaiian Airlines, Inc. filed in redacted form since confidential treatment has been
requested pursuant to Rule 24.b-2 for certain portions thereof. (12)
10.92 Aircraft Lease Agreement dated as of November 20, 1994 between American Airlines, Inc.-Registered
Trademark-, as lessor, and Hawaiian Airlines, Inc., as lessee, for one (1) McDonnell Douglas
DC-10-10 aircraft, bearing FAA registration no. N146AA, together with three (3) GE-CF6-6K engines
bearing manufacturer's serial nos. 451272, 451257 and 451164 filed in redacted form since
confidential treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof. (12)
10.93 Waiver and Amendment to Loan and Security Agreement dated as of April 13, 1995 between CIT
Group/Credit Finance, Inc., as Lender, and Hawaiian Airlines, Inc., as Borrower. (12)
10.94 Lease Amendment No. 1 dated as of April 28, 1995 to original Lease Amendment dated as of November
20, 1994, between American Airlines, Inc.-Registered Trademark-, as lessor, and Hawaiian Airlines,
Inc., as lessee, for amendment of Lease Agreement filed in redacted form since confidential
treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof. (13)
10.95 Lease Amendment No. 3 dated as of June 1, 1995 to Aircraft Lease Agreement dated as of September 12,
1994, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee, for amendment of
Lease Agreement filed in redacted form since confidential treatment has been requested pursuant to
Rule 24.b-2 for certain portions thereof. (4)
10.96 Aircraft Lease Agreement dated July 5, 1995 between American Airlines, Inc., lessor and Hawaiian
Airlines, Inc., lessee, for one DC-10-10 aircraft filed in redacted form since confidential
treatment has been requested pursuant to Rule 24.b-2 for certain portions thereof. (4)
10.97 Lease Amendment No. 2 dated as of September 29, 1995 to Aircraft Lease Agreement dated as of
November 20, 1995, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee, for
amendment of Lease Agreement filed in redacted form since confidential treatment has been requested
pursuant to Rule 24.b-2 for certain portions thereof. (14)
10.98 Lease Supplement No. 1 dated as of July 19, 1995 to Aircraft Lease Agreement dated as of July 5,
1995, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee. (14)
10.99 Lease Amendment No. 1 dated as of September 29, 1995 to Aircraft Lease Agreement dated as of July 5,
1995, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee, for amendment of
Lease Agreement filed in redacted form since confidential treatment has been requested pursuant to
Rule 24.b-2 for certain portions thereof. (14)
</TABLE>
II-10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.100 Lease Amendment No. 4 dated as of August 22, 1995 to Aircraft Lease Agreement dated as of September
12, 1994, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee, for
amendment of Lease Agreement filed in redacted form since confidential treatment has been requested
pursuant to Rule 24.b-2 for certain portions thereof. (14)
10.101 Lease Amendment No. 5 dated as of October 6, 1995 to Aircraft Lease Agreement dated as of September
12, 1994, between American Airlines, Inc., lessor, and Hawaiian Airlines, Inc., lessee, for
amendment of Lease Agreement filed in redacted form since confidential treatment has been requested
pursuant to Rule 24.b-2 for certain portions thereof. (14)
10.102 Amendment No. 1 dated as of February 28, 1996 to Chattel Mortgage and Security Agreement dated as of
January 31, 1996 by Hawaiian Airlines, Inc. in favor of American Airlines, Inc. (6)
10.103 Chattel Mortgage and Security Agreement dated as of January 31, 1996 by Hawaiian Airlines, Inc. in
favor of American Airlines, Inc. (6)
10.104 Secured Promissory Note in amount of $10,250,000 made by Hawaiian Airlines, Inc. payable to the
order of American Airlines, Inc. dated January 31, 1996. (6)
10.105 Note Repayment and Stock Purchase Agreement dated as of January 31, 1996 by and among GPA Group plc,
AEROUSA, Inc. and Hawaiian Airlines, Inc. (6)
10.106 Stockholders Agreement dated as of January 31, 1996 between Airline Investors Partnership, LP., the
Association of Flight Attendants, the International Association of Machinists and Aerospace Workers
(AFLCIO) and the Air Line Pilots Association, International. (6)
10.107 Aircraft Lease Amendment dated as of January 31, 1996 to Aircraft Lease Agreement dated as of March
31, 1992 between AEROUSA, Inc., as lessor and Hawaiian Airlines, Inc., as lessee, for one (1)
McDonnell Douglas DC-9-51 Aircraft, manufacturer's serial number 47784. (6)
10.108 Aircraft Lease Amendment dated as of February 28, 1990 between GPA Group plc, as lessor and Hawaiian
Airlines, inc., as lessee, for one (1) McDonnell Douglas DC-9-51 Aircraft, manufacturer's serial
number 47742. (6)
10.109 Aircraft Lease Amendment dated as of February 28, 1990 between GPA Group plc, as lessor and Hawaiian
Airlines, inc., as lessee, for one (1) McDonnell Douglas DC-9-51 Aircraft, manufacturer's serial
number 48122. (6)
10.110 Aircraft Lease Amendment dated as of February 28, 1990 between GPA Group plc, as lessor and Hawaiian
Airlines, inc., as lessee, for one (1) McDonnell Douglas DC-9-51 Aircraft, manufacturer's serial
number 47796. (6)
10.111 Lease Amendment No. 8 dated as of January 31, 1996 to Aircraft Lease Agreement dated September 12,
1994 between American Airlines, Inc. and Hawaiian Airlines, Inc. (6)
10.112 Lease Amendment No. 1 dated as of January 31, 1996 to Aircraft Lease Agreement dated December 15,
1995 between American Airlines, Inc. and Hawaiian Airlines, Inc. (6)
10.113 Lease Amendment No. 1 dated as of January 31, 1996 to Aircraft Lease Agreement dated December 30,
1995 between American Airlines, Inc. and Hawaiian Airlines, Inc. (6)
</TABLE>
II-11
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------------------------------------------
<C> <S>
10.114 Form of Amended and Restated Indemnification Agreement between Hawaiian Airlines, Inc. and certain
directors and officers of the Company dated as of January 30, 1996. (6)
10.115 Warrant for the Purchase of 948,973 shares of Class A Common Stock issued to AMR Corporation. (6)
10.116 Warrant for the Purchase of 948,973 shares of Class A Common Stock issued to AMR Corporation. (6)
10.117 Form of Warrants for the Purchase of shares of Class A Common Stock issued to Martin Anderson. (6)
10.118 Form of Warrants for the Purchase of shares of Class A Common Stock issued to Robert Midkiff. (6)
10.119 Aircraft Lease Agreement dated as of December 30, 1995 between American Airlines, Inc. and Hawaiian
Airlines, Inc. (6)
10.120 Aircraft Lease Agreement dated as of December 15, 1995 between American Airlines, Inc. and Hawaiian
Airlines, Inc. (6)
10.121 Lease Amendment No. 7 dated as of December 8, 1995 to Aircraft Lease Agreement dated September 12,
1994 between American Airlines, Inc. and Hawaiian Airlines, Inc. (6)
10.122 Stock Purchase Agreement dated as of December 8, 1995, between Hawaiian Airlines, Inc., and Airline
Investors Partnership, L.P. (6)
10.123 Lease Amendment No. 6 dated as of November 20, 1995, to Aircraft Lease Agreement dated September 12,
1994 between American Airlines, Inc. and Hawaiian Airlines, Inc. (6)
10.124 Aircraft Lease Agreement dated as of May 15, 1996 between American Airlines, Inc. and Hawaiian
Airlines, Inc. filed in redacted form since confidential treatment has been requested pursuant to
Rule 406 for certain portions thereof. (16)*
10.125 Cooperative Marketing Agreement between Northwest Airlines, Inc. and Hawaiian Airlines, Inc. dated
May 22, 1996 filed in redacted form since confidential treatment has been requested pursuant to Rule
406 for certain portions thereof. (16)
10.126 Code Share Agreement between Mahalo Air, Inc. and Hawaiian Airlines, Inc. dated June 28, 1996.*
23.1 Consent of KPMG Peat Marwick LLP.**
23.2 Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5).*
23.3 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 8).*
24 Power of attorney. (15)
99.1 Form of Stock Purchase Agreement between Hawaiian Airlines and an Investor for the purchase of
shares of Common Stock pursuant to the Investor Offering.**
99.2 Form of Subscription and Escrow Agent Agreement, dated as of July 19, 1996, by and between Hawaiian
Airlines, Inc., ChaseMellon Shareholder Services, L.L.C. and Mellon Bank, N.A.**
</TABLE>
- ------------------------
* Previously filed with the Securities and Exchange Commission as an exhibit
to Amendment No. 1 to the Company's Registration Statement on Form S-2 as
filed July 12, 1996 and incorporated herein by reference.
II-12
<PAGE>
** Previously filed with the Securities and Exchange Commission as an exhibit
to Amendment No. 3 to the Company's Registration Statement on Form S-2 as
filed July 23, 1996 and incorporated herein by reference.
(1) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Current Report on Form 8-K as filed September 6, 1994
and incorporated herein by reference.
(2) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Current Report on Form 8-K as filed September 21, 1994
and incorporated herein by reference.
(3) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Current Report on Form 8-K as filed January 5, 1995 and
incorporated herein by reference.
(4) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Quarterly Report on Form 10-Q as filed August 14, 1995 and
incorporated herein by reference.
(5) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-8 as filed November 15,
1995 and incorporated herein by reference.
(6) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Annual Report on Form 10-K as filed April 1, 1996 and
incorporated herein by reference.
(7) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Current Report on Form 8-K as filed March 9, 1994 and
incorporated herein by reference.
(8) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Annual Report on Form 10-K as filed April 15, 1994 and
incorporated herein by reference.
(9) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Quarterly Report on Form 10-Q as filed May 20, 1994 and
incorporated herein by reference.
(10) Previously filed with the Securities and Exchange Commission as an exhibit
to the Predecessor's Quarterly Report on Form 10-Q as filed August 15, 1994
and incorporated herein by reference.
(11) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Current Report on Form 8-B as filed November 3, 1994 and
incorporated herein by reference.
(12) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Annual Report on Form 10-K as filed April 17, 1995 and
incorporated herein by reference.
(13) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Quarterly Report on Form 10-Q as filed May 11, 1995 and
incorporated herein by reference.
(14) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Quarterly Report on Form 10-Q as filed November 14, 1995
and incorporated herein by reference.
(15) Previously filed with the Securities and Exchange Commission as an exhibit
to the Company's Registration Statement on Form S-2 as filed on May 30, 1996
and incorporated herein by reference.
(16) Portions of this document have been omitted pursuant to a confidential
treatment request filed with the Securities and Exchange Commission. Such
portions have been provided separately to the Commission.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-13
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the 'Calculation of
Registration Fee' table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be anew registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense or any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-2 and has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Honolulu, State of Hawaii, on the 24th
day of July, 1996.
HAWAIIAN AIRLINES, INC.
By /s/ BRUCE R. NOBLES
-----------------------------------
Bruce R. Nobles
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------------------- ------------------------------------ ----------------
<C> <S> <C>
/s/ BRUCE R. NOBLES Director, President and Chief July 24, 1996
--------------------------------------------- Executive Officer (Principal
(Bruce R. Nobles) Executive Officer)
/s/ JOHN L. GARIBALDI Executive Vice President and Chief July 24, 1996
--------------------------------------------- Financial Officer (Principal
(John L. Garibaldi) Accounting and Financial Officer)
* Director, Chairman of the Board July 24, 1996
---------------------------------------------
(John W. Adams)
* Director July 24, 1996
---------------------------------------------
(Todd G. Cole)
* Director July 24, 1996
---------------------------------------------
(Richard F. Conway)
* Director July 24, 1996
---------------------------------------------
(Robert G. Coo)
* Director July 24, 1996
---------------------------------------------
(Carol A. Fukunaga)
* Director July 24, 1996
---------------------------------------------
(William Boyce Lum)
* Director July 24, 1996
---------------------------------------------
(Richard K. Matros)
* Director July 24, 1996
---------------------------------------------
(Reno F. Morella)
* Director July 24, 1996
---------------------------------------------
(Samson Poomaihealani)
* Director July 24, 1996
---------------------------------------------
(Edward Z. Safady)
* by:/s/BRUCE R. NOBLES
Bruce R. Nobles
ATTORNEY-IN-FACT
</TABLE>
II-15
<PAGE>
EXHIBIT 10.125
COOPERATIVE MARKETING AGREEMENT
between
NORTHWEST AIRLINES, INC.
and
HAWAIIAN AIRLINES, INC.
May 20, 1996
<PAGE>
TABLE OF CONTENTS
NOT PART OF THIS AGREEMENT
Cooperative Marketing Agreement. . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Definition of Code Share Service. . . . . . . . . . . . . . . 2
Section 2. Code Share Service. . . . . . . . . . . . . . . . . . . . . . 2
(a) Northwest Designated Hawaiian Flights.. . . . . . . . . . . . 2
(b) Use of Hawaiian's Name and/or Logo. . . . . . . . . . . . . . 3
Section 3. Service Conditions. . . . . . . . . . . . . . . . . . . . . . 3
(a) Initial Service Area. . . . . . . . . . . . . . . . . . . . . 3
(b) Expansion of Service Areas. . . . . . . . . . . . . . . . . . 3
(c) Dual Service. . . . . . . . . . . . . . . . . . . . . . . . . 4
(d) Limited Code Share Exclusivity. . . . . . . . . . . . . . . . 4
(e) Irregular Operations. . . . . . . . . . . . . . . . . . . . . 5
(f) Cooperative Services Account. . . . . . . . . . . . . . . . . 5
Section 4. Aircraft and Crews. . . . . . . . . . . . . . . . . . . . . . 5
Section 5. Ground Support for Code Share Services. . . . . . . . . . . . 6
(a) Hawaiian Cities.. . . . . . . . . . . . . . . . . . . . . . . 6
(b) Joint Cities. . . . . . . . . . . . . . . . . . . . . . . . . 6
(c) Ground Support for Code Share Services. . . . . . . . . . . . 7
(d) Freight.. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 6. Pricing and Revenue Accounting. . . . . . . . . . . . . . . . 7
(a) Fares.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(b) Carriage and Tariff Rules.. . . . . . . . . . . . . . . . . . 7
(c) Prorate and Seats.. . . . . . . . . . . . . . . . . . . . . . 8
(d) Revenue Settlement. . . . . . . . . . . . . . . . . . . . . . 8
(e) CRS Charges.. . . . . . . . . . . . . . . . . . . . . . . . . 8
(f) Baggage.. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(g) Cargo.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 7. Hawaiian/Northwest Cooperation Program. . . . . . . . . . . . 9
(a) Frequent Flyer Program. . . . . . . . . . . . . . . . . . . . 9
(b) Schedules.. . . . . . . . . . . . . . . . . . . . . . . . . . 9
(c) Flight Information. . . . . . . . . . . . . . . . . . . . . . 9
(d) Government Requirements.. . . . . . . . . . . . . . . . . . . 9
(e) Mail Carriage.. . . . . . . . . . . . . . . . . . . . . . . . 9
(f) Operational controls. . . . . . . . . . . . . . . . . . . . . 10
i
<PAGE>
Section 8. Independent Contractor. . . . . . . . . . . . . . . . . . . . 10
(a) Hawaiian as Independent Contractor. . . . . . . . . . . . . . 10
(b) Northwest as Independent Contractor.. . . . . . . . . . . . . 10
Section 9. Release and Indemnification.. . . . . . . . . . . . . . . . . 11
(a) Indemnification by Hawaiian.. . . . . . . . . . . . . . . . . 11
(b) Indemnification by Northwest. . . . . . . . . . . . . . . . . 12
Section 10. Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . 13
(a) Hawaiian Insurance. . . . . . . . . . . . . . . . . . . . . . 13
(b) Northwest Insurance.. . . . . . . . . . . . . . . . . . . . . 14
Section 11. Directors, Officers, Agents, Employees. . . . . . . . . . . . 16
Section 12. Effective Date and Terms Termination. . . . . . . . . . . . . 16
(a) Effective Date and Term.. . . . . . . . . . . . . . . . . . . 16
(b) Termination.. . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 13. Force Majeure, etc... . . . . . . . . . . . . . . . . . . . . 18
Section 14. Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 15. Not a Partnership.. . . . . . . . . . . . . . . . . . . . . . 19
Section 16. Notices.. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 17. Default.. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(a) Material Default. . . . . . . . . . . . . . . . . . . . . . . 20
(b) Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 18. Governing Law.. . . . . . . . . . . . . . . . . . . . . . . . 21
Section 19. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 20. Titles. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 21. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 21
Section 22. Construction, Severability, No Third Party Beneficiary. . . . 22
Exhibit A Code Share Flight Segments
Exhibit B Bilateral Prorate Agreement
Exhibit B-1 Prorate Credits
Exhibit C Frequent Flyer Agreement
Exhibit D Schedule File Information
Exhibit E Limited Use of Hawaiian's Name and/or Logo
ii
<PAGE>
COOPERATIVE MARKETING AGREEMENT
THIS COOPERATIVE MARKETING AGREEMENT ("AGREEMENT") dated this May 22, 1996
and effective June 1, 1996 (the "Effective Date") is entered into by and between
HAWAIIAN AIRLINES, INC. ("Hawaiian"), a Hawaii corporation, and NORTHWEST
AIRLINES, INC. ("Northwest"), a Minnesota corporation. Hawaiian and Northwest
are sometimes referred to in this Agreement individually as a "Party" or
collectively as "the Parties".
WITNESSETH:
WHEREAS, Hawaiian and Northwest desire to make certain arrangements with
each other for the purpose of providing joint commercial air transportation
services, including code sharing, between Hawaiian and Northwest at certain
airports; and
WHEREAS, in conjunction with such air transportation services, the parties
desire to provide certain cooperative commercial services including codesharing,
marketing, reservations, ticketing, baggage handling, cargo handling, and
related services for each other; and
WHEREAS, Hawaiian and Northwest are each willing to perform in the manner
and upon the conditions and terms hereinafter set forth.
NOW, therefore, in consideration of the mutual covenants and promises in
this Agreement, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties hereto agree as follows:
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SECTION 1. DEFINITION OF CODE SHARE SERVICE. For purposes of this
Agreement, the term "Code Share Service" shall mean the holding out of, and
marketing to the public, either HA or NW designated single carrier passenger
and cargo air transportation on a city-pair route where the air
transportation is provided via connecting flights, including flights operated
by Hawaiian connecting with flights operated by Northwest and vice versa.
"Code Share Service" may also include non-connecting local flights operated
by Hawaiian within the State of Hawaii, and may include other markets
mutually agreed by the parties in writing.
SECTION 2. CODE SHARE SERVICE. The parties hereby agree to provide Code
Share Service pursuant to the terms and conditions of this Agreement.
(a) NORTHWEST DESIGNATED HAWAIIAN FLIGHTS. It is the intent of the
Parties that Northwest will place its two letter designator code on certain
Hawaiian flights. The "NW" designated Hawaiian operated Code Share Service will
be marketed under not only Hawaiian's two letter designator code "HA" but also
under Northwest's "NW" designator code. Schedule 1 attached hereto sets forth
the flight segments where Code Share Service will operate at the commencement of
this Agreement.
The parties will use their best efforts to ensure that reservations and
sales for Code Share Services are made in the most efficient manner that best
meets the needs of all passengers using the Code Share Service flights.
Passenger and cargo handling also will be coordinated to provide the best
possible service to consumers and shippers. Each airline agrees that it will
fully conform to all government regulations regarding Code Share Services,
including without limitation the notification to passengers of the Code Share
Services being provided to them pursuant to this Agreement.
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(b) USE OF HAWAIIAN'S NAME AND/OR LOGO. Hawaiian grants Northwest a
non-exclusive, non-transferable, limited license to use Hawaiian's trademarks,
service marks and trade names, but solely in connection with the terms and
obligations of this Agreement.
Northwest shall be required to execute the "Limited Use of Hawaiian's Name
and/or Logo" form ("Logo Use Form") attached hereto as Exhibit "E" prior to
Hawaiian providing Northwest with Hawaiian's logo. Contractor shall inform
Hawaiian's Marketing Department with list of Third Party Vendors who possess
Hawaiian's logo for reproduction.
Hawaiian shall have the right to review and approve or disapprove, prior to
printing, the portion of any and all artwork generated by Northwest (or at its
direction or authorization) that references this Agreement or uses any
trademark, service mark or trade name of Hawaiian. Northwest shall provide the
printed materials to Hawaiian in a timely manner in order that Hawaiian's
Marketing Department may timely review and approve or disapprove the materials.
SECTION 3. SERVICE CONDITIONS.
(a) INITIAL SERVICE AREA. To maximize passenger and cargo traffic on
Hawaiian and Northwest flights at certain cities and city pairs, Northwest may
commence Code Share Service bearing the NW code on the city pair routes and on
the dates specified in Exhibit A attached hereto.
The parties additionally agree that the terms and conditions set forth in
(i) the Bilateral Prorate Agreement attached hereto as Exhibit B shall apply to
domestic and international through and State of Hawaii local published fares
referenced in Exhibit B.
(b) EXPANSION OF SERVICE AREAS. Subject to mutual written agreement, the
initial service area set forth in Section 3(a) above may be expanded to include
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other domestic and international connecting, and State of Hawaii local, flight
opportunities at HNL between the two airlines to the extent permitted by route
authorities and labor agreements.
(c) DUAL SERVICE. Northwest and Hawaiian each retain the unilateral
right to operate over any city pair route with its own equipment, crews and
flight identification numbers. If both Hawaiian and Northwest serve a city
pair route using their own equipment and flight identifiers, neither carrier
will be precluded from additionally offering Code Share Service over that
city pair route, provided that the city pair route is set forth in Exhibit A
of this Agreement.
(d) PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
The foregoing limitation shall not in any way restrict either Hawaiian's or
Northwest's code share arrangements with Mahalo Air, Inc. within the State of
Hawaii. 4
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(e) IRREGULAR OPERATIONS. In the event of schedule delay, schedule
irregularity, or cancellation on any code shared flight operated by Hawaiian,
Hawaiian shall provide, at its expense, all Northwest ticketed passengers with
the same interrupted trip amenities, compensation, or any other service that
Hawaiian provides to its passengers. Hawaiian shall also provide, at its
expense, all Northwest ticketed passengers with transportation to the final
destination on the next available HA flight or with transportation on another
carrier. Such service by Hawaiian shall be substantially similar to that which
Northwest presently provides pursuant to Rule 80B issued by the Airline Tariff
Publishers Co. (ATPCO) now existing or hereafter in effect or applicable to
Northwest.
(f) COOPERATIVE SERVICES ACCOUNT. Effective with the Prorate Agreement,
the parties agree to establish the Cooperative Services Account referred to in
Exhibit B-1, and the parties agree that Exhibit B-1 shall control such
Cooperative Services Account.
SECTION 4. AIRCRAFT AND CREWS. Each of Hawaiian and Northwest will
provide the scheduled air service that is part of the Code Share Service in full
compliance with Federal Aviation Administration ("FAA") regulations applicable
to scheduled air service. Flights operated by Hawaiian shall be operated with
its aircraft and crews, and flights operated by Northwest shall be operated with
its aircraft and crews. (Some Northwest flights may be operated under the
auspices of the Northwest - KLM Alliance Joint Venture. Such flights may be
operated by KLM using its aircraft and crews.)
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SECTION 5. GROUND SUPPORT FOR CODE SHARE SERVICES.
(a) HAWAIIAN CITIES. Hawaiian will provide to passengers traveling
on HA operated Code Share Service flights passenger check-in at each of the
stations specified in Exhibit A. To the extent reasonably feasible, passenger
check-in and handling procedures will be provided in accordance with
Northwest's standard operating procedures. Northwest and Hawaiian will
jointly develop a method of providing Hawaiian's stations with assistance in
check-in and ticketing of all NW passengers. Northwest will provide to
Hawaiian, at no cost to Hawaiian, the necessary instructional training in
Northwest's procedures. Hawaiian shall arrange for Northwest identification
to be prominently displayed at check-in counters and gate areas as
appropriate at each of Hawaiian's stations where NW coded Hawaiian flights
are operated. Such signage shall be at least equal in prominence to that of
any other airline graphics, excluding Hawaiian Airlines displayed at Hawaiian
stations. Northwest and Hawaiian will jointly develop the necessary signage
material for display at all Hawaiian stations described in Exhibit A. The
parties agree to cooperate to accomplish the objective set forth in this
paragraph as quickly as is reasonably feasible; provided, however, that
completion of the obligations set forth in this paragraph are not conditions
precedent to the effective date of this Agreement and the other obligations
of the parties hereunder. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
(b) JOINT CITIES. Northwest and Hawaiian will, at the local level,
jointly develop passenger processing and check-in procedures for stations
jointly served by both Northwest and Hawaiian. At Northwest and Hawaiian
stations in joint cities, the appropriate carrier will provide directional
signage and flight information for passengers traveling on the Code Share
Service flights.
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(c) GROUND SUPPORT FOR CODE SHARE SERVICES. Effective with the July 1,
1996 start of Code Share Service, Hawaiian agrees to use its best efforts to
implement host-to-host through check-in processing version 90:1 (including
any subsequent or necessary upgrades) between Hawaiian's partition in the
Sabre airline computer system and Northwest's PARS partition in the WORLDSPAN
airline computer system. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT
TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(d) FREIGHT. Northwest and Hawaiian will accept air freight and small
package shipments on the Code Share Service and to and from points served by
Hawaiian and Northwest flights. Documentation and handling procedures for such
freight shall be consistent with Northwest, Hawaiian and standard industry
procedures.
SECTION 6. PRICING AND REVENUE ACCOUNTING.
(a) FARES. Northwest shall establish on its own and file through-fares
applicable to Code Share Service bearing the NW code. Hawaiian shall establish
on its own all local fares applicable to its flights that are operated as part
of the Code Share Service.
Hawaiian shall establish on its own and file through-fares applicable to
Code Share Service bearing the HA code. Northwest shall establish on its own
all local fares applicable to its flights that are operated as part of the Code
Share Service. Local fares for NW coded Code Share Service operated by Hawaiian
for travel solely within the State of Hawaii shall be established by Hawaiian
and filed by Northwest.
(b) CARRIAGE AND TARIFF RULES. Hawaiian and Northwest shall jointly
develop those conditions of carriage and tariff rules for the Code Share Service
that need to be uniform in order for the Code Share Services to be provided in a
seamless
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manner. Such rules governing the air transportation provided as part of the
Code Share Service shall be available for public inspection at Northwest's
and Hawaiian's corporate offices, at each party's airport ticket office, and
at each party's city ticket office in the manner required by DOT regulations.
(c) PRORATE AND SEATS. Fares and air cargo rates between Hawaiian and
Northwest systems shall be prorated in accordance with Exhibit B attached
hereto. Hawaiian agrees to provide NW Code Share Service with access to HA's
complete coach seat inventory, including last seat availability, currently
contained within all booking classes.
(d) REVENUE SETTLEMENT. Passenger and cargo revenue shall be settled
between Hawaiian or its agent and Northwest or its agent according to the
standard procedures of the Airline Clearing House.
(e) CRS CHARGES. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT
TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(f) BAGGAGE. Baggage handling and settlement of baggage handling claims
shall be in accordance with existing tariffs and the Trade Practice Manual of
the Air Transport Association or the IATA Resolutions and Recommended Practices
Manual, whichever applies.
(g) CARGO. Cargo handling and settlement of cargo handling claims shall
be in accordance with existing tariffs and the Trade Practice Manual of the Air
Transport Association or the IATA Resolutions and Recommended Practices Manual,
whichever applies.
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SECTION 7. HAWAIIAN/NORTHWEST COOPERATION PROGRAM.
(a) FREQUENT FLYER PROGRAM. Participation by Hawaiian and Northwest in
each others frequent flyer programs shall be as set forth in the Frequent Flyer
Agreement between Northwest and Hawaiian included as Exhibit C to this
Agreement.
(b) SCHEDULES. Northwest will file schedules with OAG, ABC, and
Dittler for NW coded Code Share Service operated by Hawaiian. To facilitate the
schedule filing process, Hawaiian shall supply to NW the necessary schedule
information as detailed in Exhibit D, attached hereto and made a part hereof. A
separate set of consecutive Northwest flight numbers will be assigned for NW
coded flights operated by Hawaiian.
(c) FLIGHT INFORMATION. Hawaiian shall provide Northwest with current
flight following information for Northwest coded flights operated by Hawaiian
for display in Northwest's reservations system. Hawaiian shall use its best
efforts to transmit this information to Northwest via teletype message
containing the MVT standard IATA Movement Message for departures, arrivals,
delays, decisions, returns, ETA's, diversions and cancellations. The
information must be sent in a timely manner as these events occur.
(d) GOVERNMENT REQUIREMENTS. Hawaiian and Northwest shall provide air
transportation services pursuant to this Agreement in compliance with all
applicable statutes, orders, rules and regulations of government agencies
having jurisdiction over their respective operations, including, but not
limited to, FAA and Department of Transportation ("DOT").
(e) MAIL CARRIAGE. Northwest and Hawaiian shall each independently
contract with the U.S. Postal Service for carriage of mail over their respective
route networks. The use of the NW designator code for Code Share Service does
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not extend to the system mail contract rates between each carrier and the U.S.
Postal Service.
(f) OPERATIONAL CONTROLS. Each airline shall independently contract
with the FAA, DOT or other governmental agencies with respect to all landing,
departure and en route slots or other operational controls. This Agreement will
not affect any rights either airline has in current or future slots.
SECTION 8. INDEPENDENT CONTRACTOR.
(a) HAWAIIAN AS INDEPENDENT CONTRACTOR. Hawaiian shall act as an
independent contractor in fulfilling its duties and obligations under this
Agreement. The employees, agents and/or independent contractors of Hawaiian
engaged in performing any of the services Hawaiian is obligated to perform
pursuant to this Agreement shall be employees, agents and independent
contractors of Hawaiian for all purposes and under no circumstances shall
employees, agents or independent contractors of Hawaiian be deemed to be
employees, agents or independent contractors of Northwest. In performing its
obligations under this Agreement, Hawaiian shall act, for all purposes, as an
independent contractor and not as an agent for Northwest. Northwest shall
have no supervisory power or control over any employees, agents or
independent contractors engaged by Hawaiian in connection with Hawaiian's
performance of its obligations hereunder, and all complaints or requested
changes in procedures shall, in all events, be transmitted BY Northwest to a
designated representative of Hawaiian. Nothing contained in-this Agreement
is intended to limit or condition Hawaiian's control over its operation or
the conduct of its business as an air carrier.
(b) NORTHWEST AS INDEPENDENT CONTRACTOR. Northwest shall act as an
independent contractor in fulfilling its duties and obligations under this
Agreement. The employees, agents and/or independent contractors of Northwest
engaged in performing any of the services Northwest is to perform pursuant to
this Agreement
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shall be employees, agents and independent contractors of Northwest for all
purposes and under no circumstances shall employees, agents or independent
contractors of Northwest be deemed to be employees, agents or independent
contractors of Hawaiian. In performing its obligations under this Agreement,
Northwest shall act, for all purposes, as an independent contractor and not
as an agent for Hawaiian. Hawaiian shall have no supervisory power or
control over any employees, agents or independent contractors engaged by
Northwest in connection with the performance of its obligations hereunder,
and all complaints or requested changes in procedure shall, in all events, be
transmitted by Hawaiian to a designated representative of Northwest. Nothing
contained in this Agreement is intended to limit or condition Northwest's
control over its operation or the conduct of its business as an air carrier.
SECTION 9. RELEASE AND INDEMNIFICATION.
(a) INDEMNIFICATION BY HAWAIIAN. Hawaiian agrees to release,
indemnify, hold harmless and defend Northwest, its officers, directors,
employees, agents, successors and assigns, from and against any and all
claims, losses, damages, liabilities, causes of action, suits, judgments and
expenses, whether groundless or not, including, but not limited to,
reasonable attorneys' fees, costs and related expenses, (i) for bodily or
personal injury, including death, to any persons, including, but not limited
to, employees of Hawaiian, except for injury or death of Northwest's
employees incurred in the performance of their duty and for which workers'
compensation normally is recoverable, (ii) for any loss of, damage to, or
destruction of any property, including loss of use and consequential damage
thereof (excluding, however, loss of, damage to, or destruction of
Northwest's property), and (iii) for trademark or trade name infringement
provided that such liabilities, claims, judgments, damages or losses are
caused by or arise out of any alleged acts or omissions of Hawaiian or its
officers, directors, employees
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or agents which are in any way connected to the services contemplated by this
Agreement. Northwest shall give Hawaiian notice of any claim made or suit
instituted against Northwest which, if successful, would result in
indemnification of Northwest hereunder, and Northwest shall have the right to
compromise or participate in the defense of same to the extent of its own
interest.
(b) INDEMNIFICATION BY NORTHWEST. Northwest agrees to release,
indemnify, hold harmless and defend Hawaiian, its officers, directors,
employees, agents, successors and assigns, from and against any and all
claims, losses, damages, liabilities, causes of action, suits, judgments and
expenses, whether groundless or not, including, but not limited to,
reasonable attorneys' fees, costs and related expenses, (i) for bodily or
personal injury, including death, to any persons, including, but not limited
to, employees of Northwest, except for injury or death of Hawaiian's
employees incurred in the performance of their duty and for which workers'
compensation normally is recoverable, (ii) for any loss of, damage to, or
destruction of any property, including loss of use and consequential damage
thereof (excluding, however, loss of, damage to, or destruction of Hawaiian's
property), and (iii) for trademark or trade name infringement provided that
such liabilities, claims, judgments, damages or losses are caused by or arise
out of any alleged acts or omissions of Northwest or its officers, directors,
employees or agents which are in any way connected to the services
contemplated by this Agreement. Hawaiian shall give Northwest notice of any
claim made or suit instituted against Hawaiian which, if successful, would
result in indemnification of Hawaiian hereunder, and Hawaiian shall have the
right to compromise or participate in the defense of same to the extent of
its own interest.
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SECTION 10. INSURANCE.
(a) HAWAIIAN INSURANCE.
To the extent of the contractual liability assumed by Hawaiian, Hawaiian
shall maintain in full force and effect the following insurance coverages:
1. Workers' Compensation and Occupational Disease insurance subject
to the laws of the state wherein this Agreement is being performed. Such
coverage shall include Employers Liability up to a limit of at least $500,000.
2. All Risk Aircraft Hull insurance covering Hawaiian's aircraft.
Hull insurance shall include endorsements that:
a. Provide that the insurer shall waive its subrogation rights
against Northwest as the code share airline.
b. Provide that, as respects the interest of Northwest, this
insurance shall not be invalidated by any breach of
warranty.
3. Commercial General Liability insurance with limits no less than
$25,000,000 combined single limit per occurrence. Such insurance shall include
personal injury and contractual liability.
4. Comprehensive Airline Liability insurance with limits no less
than PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION combined single
limit per occurrence, including but not limited to aircraft liability,
passenger legal liability, and premises liability. Such insurance shall
include personal injury and contractual liability.
5. The Commercial General Liability and Comprehensive Airline
Liability insurance referenced above shall provide that:
a. Underwriters acknowledge that the indemnification and hold
harmless provisions of this Agreement are insured under
Hawaiian's blanket contractual liability coverage.
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b. Northwest is named as an additional insured on such
insurance, subject to the provisions of Section 9(a) of this
Agreement.
c. Said insurance is primary with respect to the matters within
such coverage, irrespective of any insurance carried by
Northwest.
d. Provide that, as respects the interests of Northwest, this
insurance shall not be invalidated by any breach of warranty
by Hawaiian.
e. Provide a severability of interest/cross-liability
endorsement.
Prior to the commencement of this Agreement, Certificates of Insurance shall be
delivered to Northwest evidencing compliance with the insurance terms of this
Agreement. Certificates of Insurance shall be of a type that unconditionally
obligates the insurer to notify Northwest in writing at least thirty (30) days
in advance of effective date in the event of any material change in, or
cancellation of such insurance.
(b) NORTHWEST INSURANCE. To the extent of the contractual liability
assumed by Northwest, Northwest shall maintain in full force and effect the
following insurance coverages:
1. Workers' Compensation and Occupational Disease insurance subject
to the laws of the state wherein this Agreement is being performed. Such
coverage shall include Employers Liability up to a limit of at least $500,000.
2. All Risk Aircraft Hull insurance covering Northwest's aircraft.
Hull insurance shall include endorsements that:
a. Provide that the insurer shall waive its subrogation rights
against Hawaiian.
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b. Provide that, as respects the interest of Hawaiian, this
insurance shall not be invalidated by any breach of
warranty.
3. Commercial General Liability insurance with limits no less than
$25,000,000 combined single limit per occurrence. Such insurance shall include
personal injury and contractual liability.
4. Comprehensive Airline Liability insurance with limits no less
than PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION combines single
limit per occurrence, including but not limited to aircraft liability,
passenger legal liability, and premises liability. Such insurance shall
include personal injury and contractual liability.
5. The Commercial General Liability and Comprehensive Airline
Liability insurance referenced above shall provide that:
a. Underwriters acknowledge that the indemnification and hold
harmless provisions of this Agreement are insured under
Northwest's blanket contractual liability coverage.
b. Hawaiian is named as an additional insured on such
insurance, subject to the provisions of Section 9(b) of this
Agreement.
c. Said insurance is primary with respect to the matters within
such coverage, irrespective of any insurance carried by
Hawaiian.
d. Provide that, as respects the interest of Hawaiian, this
insurance shall not be invalidated by any breach of warranty
by Northwest.
e. Provide a severability of interest/cross liability
endorsement.
Prior to the commencement of this Agreement, Certificates of Insurance shall be
delivered to Hawaiian evidencing compliance with the insurance terms of this
Agreement. Certificates of Insurance shall be of a type that unconditionally
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obligates the insurer to notify Hawaiian in writing at least thirty (30) days in
advance of effective date in the event of any material change in, or
cancellation of such insurance.
SECTION 11. DIRECTORS, OFFICERS, AGENTS, EMPLOYEES. No director,
officer, agent or employee of either party shall be charged personally or held
contractually liable by or to the other party under any term or provision of
this Agreement or any supplement, modification or amendment to this Agreement or
because of any breach hereof or thereof.
SECTION 12. EFFECTIVE DATE AND TERMS TERMINATION.
(a) EFFECTIVE DATE AND TERM.
This Agreement shall become effective on the "Effective Date" and shall
remain in effect continuously thereafter. After an initial term of two (2)
years from the first operation of Code Share Service pursuant to this
Agreement, either Hawaiian or Northwest may deliver to the other advance
written notice of termination which notice provides for a termination date
for this Agreement at least three hundred sixty five (365) days subsequent to
delivery of the notice of termination (the "Termination Date").
Code Share Services established and published in the printed and electronic
media under this Agreement shall be for the entire forward booking period in
accordance with each media's policies as generally applied to forward airline
schedules (currently approximately three hundred thirty one (331) days). The
parties agree that the forward booking period shall be truncated to the
Termination Date if and when notice of termination is given. The truncation
shall be effected with the next normally scheduled transmission of schedule data
to the various media. The parties also agree that any code share passengers
booked and ticketed for travel during the forward booking period while such code
share service was published will be serviced in accordance with operating
procedures
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established by the parties pursuant to this Agreement, even though the
Agreement may have been subsequently terminated.
(b) TERMINATION.
(i). In the event that either Hawaiian or Northwest (1) makes a
general assignment for the benefit of creditors or becomes insolvent; (2) files
a voluntary petition in bankruptcy; (3) petitions for or acquiesces in the
appointment of any receiver, trustee or similar officer to liquidate or conserve
its business or any substantial part of its assets; (4) commences under the
laws of any competent jurisdiction any proceeding involving its insolvency,
bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or
any other similar proceeding for the relief of financially distressed debtors;
(5) becomes the object of any proceeding or action of the type described in
(3) or (4) above and such proceeding or action remains undismissed or
unstayed for a period of at least sixty (60) days; or (6) is divested of a
substantial part of its assets so as to affect the ability to operate its
business generally for a period of at least thirty (30) days; then the other
party may by written notice terminate this Agreement effective immediately.
(ii). Notwithstanding any other provision in this Agreement,
Hawaiian shall have the right to terminate this Agreement upon ninety (90)
days written notice if any of the following events shall occur: (1) any
change of control of the Board of Directors of Northwest which results in a
majority of new directors of the Board consisting of agents or employees of
any airline other than Northwest; or (2) the acquisition of more than fifty
percent (50%) of the voting common stock of Northwest by any other airline;
or (3) the acquisition, merger, consolidation or reorganization of Northwest
by any other airline.
(iii). Notwithstanding any other provision in this Agreement,
Northwest shall have the right to terminate this Agreement upon ninety (90)
days written notice if any of the following events shall occur: (1) any
change of control
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of the Board of Directors of Hawaiian which results in a majority of new
directors of the Board consisting of agents or employees of any airline other
than Hawaiian; or (2) the acquisition of more than fifty percent (50%) of the
voting common stock of Hawaiian by any other airline; or (3) the acquisition,
merger, consolidation or reorganization of Hawaiian by any other airline.
SECTION 13. FORCE MAJEURE, ETC. Neither party shall be liable to
the other for any loss, injury, damage or delay whatsoever resulting,
directly or indirectly, from one or more of the following: Force Majeure;
Act of God; seizure under legal process, governmental sanctions, quarantine
restrictions; fire, fog, flood, hurricane or other weather-related reason;
failure or refusal on the party of any government or governmental agency to
grant or issue approvals, clearances, exemptions, permits or operating
authority, or recession or revocation thereof by any government or
governmental agency; damage to or destruction of aircraft or other flight
equipment; mechanical difficulties or breakdowns; unavailability of fuel;
riots or civil commotion; strikes, lockouts or labor disputes (whether
resulting from disputes between either party and its employees or between
other parties); U.S. military or airlift emergency or substantially expanded
U.S. military airlift requirements as determined by the U.S. government;
activation of the U.S. Civil Reserve Air Fleet; war or hazards or dangers
incident to a state of war; or any other acts, matters or things, whether or
not of a similar nature, which are beyond the control of either party and
which shall directly or indirectly, prevent, delay, interrupt, or otherwise
adversely affect the furnishing, operation or performance of such
transportation. In the event of a strike by Northwest employees, Northwest
will use its best efforts to provide the services specified in this Agreement
to Hawaiian. In the event of a strike by Hawaiian employees, Hawaiian will
use its best efforts to provide the services specified in this Agreement to
Northwest.
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Northwest or Hawaiian shall have the right to suspend performance of this
Agreement forthwith in the event of an airlift emergency as determined by the
United States Secretary of Defense or his designee or by the Commander of the
United States Military Airlift Command, or if the United States Civil Reserve
Air Fleet is activated such that it materially affects the carriers
commercial operations by order of the Secretary of Defense for so long as
such emergency remains in effect.
SECTION 14. ASSIGNMENT. This Agreement shall not be assigned by
either party without the prior written consent of the other party; provided that
either party may, without such consent, assign any of its fixed or contingent
rights to receive money payments hereunder and shall promptly notify the other
party in writing of any such assignment.
SECTION 15. NOT A PARTNERSHIP. The terms of this Agreement, including
its annexes and appendices, or any supplement, modification, or amendment to
this Agreement shall not be construed or interpreted at any time to mean that
the business relationship between Northwest and Hawaiian is a partnership.
SECTION 16. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing, transmitted by facsimile or
regular or express mail, and shall be deemed to have been duly given when the
party receiving the notice acknowledges it by mail or facsimile. Each party
shall acknowledge receipt as soon as practicable but in any event within 2
business days of receiving any notice or demand. Notices shall be transmitted
as follows:
(a) If to HAWAIIAN to the attention of:
Hawaiian Airlines, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
Phone: (808) 835-3604
Facsimile: (808) 835-3690
Attn: President and CEO
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with a copy to:
Hawaiian Airlines, Inc.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
Phone: (808) 835-3610
Facsimile: (808) 835-3690
Attn: General Counsel
(b) If to NORTHWEST to the attention of:
Northwest Airlines, Inc.
5101 Northwest Drive
Department A6000
St. Paul, Minnesota 55111-3034
Facsimile: (612) 726-7994
Attn: Executive Vice President - Marketing
(c) Or, in each case, to such other person and place as Northwest or
Hawaiian furnish to the other party in writing.
SECTION 17. DEFAULT.
(a) MATERIAL DEFAULT.
Except as otherwise provided herein, if either party shall materially
default in performance of any of the terms, covenants and conditions of this
Agreement, the other party may give written notice of such default to the party
at default. In the event such material default is not cured within thirty (30)
days after the giving of such notice (fifteen (15) days in the case of the
failure to make any payments due and payable under this Agreement), the party
giving notice may terminate this Agreement effective upon such date that party
specifies by further notice to the party in default, without prejudice to any
other rights-which the non-defaulting party may have.
(b) WAIVER. The waiver by either Party of performance of any term,
covenant or condition of this Agreement in a particular instance shall not
constitute a waiver of any subsequent breach or preclude such Party from
thereafter demanding performance thereof according to the terms hereof.
20
<PAGE>
SECTION 18. GOVERNING LAW. This Agreement shall be interpreted in
accordance with, and performance shall be governed by, the laws of the State of
Minnesota, United States of America, regardless of the laws that might be
applicable under principles of conflict of law.
SECTION 19. COUNTERPARTS. This Agreement may be executed simultaneously
in counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
SECTION 20. TITLES. The section titles in this Agreement are for ease
of reference only and shall not affect the meaning of any provision of this
Agreement.
SECTION 21. ENTIRE AGREEMENT. This Agreement, including the Exhibits
which are attached hereto and made part hereof, sets forth the entire Agreement
and understanding between the parties as to the subject matter hereof, and
merges and supersedes all prior discussions, agreements and understandings
concerning the subjects covered by this Agreement. No party shall be bound by
any term, condition or definition other than expressly set forth or provided for
in this Agreement or amendments to this Agreement. Unless expressly provided
herein, this Agreement may not be changed or modified, except by agreement in
writing, signed by both parties.
21
<PAGE>
SECTION 22. CONSTRUCTION, SEVERABILITY, NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed against the party preparing it, but shall
be construed as if both parties jointly prepared it and any uncertainty or
ambiguity shall not be interpreted against either party. In the event that any
one or more of the provisions of this Agreement shall be determined to be
invalid, unenforceable, or illegal, such invalidity, unenforceability or
illegality shall not affect any other provision of this Agreement and the
Agreement shall be construed as if such invalid, unenforceable or illegal
provision had never been contained herein. NO PERSON OR ENTITY, OTHER THAN
NORTHWEST OR HAWAIIAN, SHALL HAVE ANY RIGHTS, CLAIMS, BENEFITS OR POWERS UNDER
THIS AGREEMENT AND THIS AGREEMENT SHALL NOT BE CONSTRUED OR INTERPRETED TO
CONFER ANY RIGHTS, CLAIMS, BENEFITS OR POWERS UPON ANY THIRD PARTY. THERE ARE
NO THIRD-PARTY BENEFICIARIES OF THIS AGREEMENT.
The parties hereto have caused this Agreement to be executed in their names
and on their behalf by their respective officers duly authorized, on the day and
year first above written.
NORTHWEST AIRLINES, INC. HAWAIIAN AIRLINES, INC.
By: /s/ Douglas C. Birdsall By: /s/ Bruce R. Nobles
------------------------------------ -----------------------------------
Bruce R. Nobles
Its: Vice President President and Chief Executive Officer
-----------------------------------
By: /s/ John L. Garibaldi
-----------------------------------
John L. Garibaldi
Executive Vice President and
Chief Financial Officer
/s/ Philip Allen /s/ Audrey M. Yuh
- -------------------------------------- --------------------------------------
(Witness) (Witness)
22
<PAGE>
EXHIBIT A
Code Share Flight Segments
1. CONNECTING CODE SHARE SERVICE
Code Share Service bearing the NW code shall, at NW's discretion and subject to
this Agreement, apply to as many as all HA flights operating between HNL on the
one hand and other points in the State of Hawaii on the other hand, as set forth
below.
Code Share Service to be implemented on July 1, 1996 will include:
HNL-ITO
HNL-LIH
HNL-KOA
HNL-LNY
HNL-MKK
HNL-OGG
2. LOCAL INTRA HAWAIIAN CODE SHARE SERVICE
Local market Code Share Service bearing the NW code in the above HNL-Hawaiian
Islands markets may be provided by subsequent mutual written agreement, under
the same terms and conditions that apply to connecting Code Share Service
flights. Pricing for such services will be in accord with Section 6 (a) of this
Agreement and the relevant prorate provisions of Exhibit B.
3. OTHER PROSPECTIVE CODE SHARE SERVICE
As mutually agreed to in writing, Code Share Service may be expanded to include
HA flights operating in the State of Hawaii that do not service HNL and may also
be expanded to include other flights offered by Hawaiian.
A-1
<PAGE>
EXHIBIT B
Page 1
HAWAIIAN/NORTHWEST
BILATERAL PRORATE AGREEMENT
This Bilateral Prorate Agreement (the "Agreement") is incorporated by
reference in and is an integral part of the Cooperative Marketing Agreement
between Hawaiian Airlines, Inc. and Northwest Airlines, Inc. dated May 20,
1996.
SECTION 1. INTERLINE SETTLEMENT
1.1 Northwest and Hawaiian hereby agree to divide revenues and
otherwise prorate fares as set forth in this Section:
(a) PRORATES:
(1) For HA segments within Hawaii used with through published or
unpublished fares or with NW separately assessed unpublished
local intra-Hawaii fares used in conjunction with and
appearing on the same ticket as NW unpublished fare programs,
see Attachment A.
(2) For HA segments within Hawaii sold as separately assessed
retail fares, see Attachment B.
(3) For HA segments between Hawaii and Continental U.S. and
between LAS and LAX used with through NW fares between Area 1
and Areas 2 or 3, or between Area 2 and Area 3 via Area 1, see
Attachment C.
(4) For NW published VUSA fares and Senior Coupon Program, see
Attachment D.
(5) For involuntary reroutes, see Attachment E.
(b) APPLICABLE FARES AND TICKET STOCK:
(1) Published fares may be issued using NW 012 and HA 173 ticket
stock, including standard industry ticket stock validated NW 012
or HA 173, unless otherwise indicated on the Attachment. For
purpose of verification of published fares, the applicable
published fare is that filed with the U.S. DOT and PIPPS
(Passenger Interline Prorate System) in effect on the date the
passenger's ticket is issued.
(2) Unpublished fares applicable to the prorates specified
herein may only be issued using NW 012 ticket stock, including
standard industry ticket stock validated NW 012.
(i) To identify NW North America unpublished fares, a four
or five place ticket designator such as but not limited to
F403, BN229, BT331, CM119, GN338, GT441, etc. will be
shown on the ticket. These tickets may or may not reflect a
fare value. Any zero value tickets in this grouping do not
include frequent flyer redemption tickets.
(ii) International unpublished fares will generally show
an actual published fare on the ticket but may or may not
carry a ticket designator and for settlement purposes are
treated as a published fare.
(c) CHILDREN'S DISCOUNT: The children's discount from the adult
prorate shall be the same as is applicable to the through fare,
unless otherwise noted on the attachment. However, on HA segments,
no children's discount is applicable to the amount to be paid to
HA when travel on the fare sector to be prorated is wholly within
North America.
(d) INTERLINE SERVICE CHARGE: All flight coupons billed under this
agreement will be subject to the interline service charge
outlined in the ACH Manual of Procedures, unless otherwise noted
on any attachment to this Agreement.
(e) RESERVATIONS FOR TRAVEL: All segments must be booked as per the
first letter of the applicable fare basis code except as follows:
(1) Travel on HA segments as specified in Attachment A may be
booked in Y class (or the economy cabin booking class offering
the greatest level of availability), or any HA booking class
offering a more restricted availability.
(2) Travel on HA segments in Attachments C (E)2) and D (E)1)
and D (E)2) is specified therein.
<PAGE>
Page 2
(f) APPLICABLE FLIGHT NUMBERS: The division of revenues and
proration of fares as provided by this Agreement apply to travel
on the NW flight number rates operated by NW (NW1-1999), by XJ
(NW3000-3499), and by 9E (NW5021-5899).
(g) RULE WAIVERS: HA shall recognize rule waivers granted by NW and
its agents with respect to any provision applicable to any fare
covered under this Agreement when ticketed on NW stock.
(h) NW VISIT USA, BEREAVEMENT/ILLNESS, AND SENIOR COUPON/SENIOR
DISCOUNT PROGRAMS: HA agrees to allow travel over its route
system within Hawaii as outlined in the provisions specified
herein and filed by NW.
(i) SPECIAL NW-ONLY INTERNATIONAL TICKET STOCK: HA agrees to accept
special NW 012-98 ticket stock that states "VALID ON NW ONLY"
for tavel on HA segments within Hawaii, a copy of which is part
of Attachment A.
(j) AMENDMENTS TO THIS AGREEMENT: Except as specified in Attachment
A (E)2) and (G), any amendments to this Agreement must be
concurred to by both parties by written or telegraphic means at
least fourteen (14) days prior to effective date of such amendment.
1.2 SETTLEMENT OF ACCOUNTS: Transportation furnished hereunder shall
be included in the monthly settlement of accounts in the same manner as other
transportation sales between the parties, as per to ACH Manual of Procedures.
1.3 COLLECTION OF APPLICABLE FARES: Except for the fare reductions
specifically noted herein, all other charges with respect to transportation
furnished hereunder, including charges for excess baggage, shall be governed
by applicable tariffs, rules and regulations.
1.4 RESPONSIBILITY FOR COMPLIANCE WITH CONDITIONS: Hawaiian agrees
to see that its agents comply with the terms and conditions of this
Agreement. Should the terms and conditions of this Agreement be violated by
Hawaiian or its agents, Hawaiian agrees to reimburse Northwest for any and
all losses or damages incurred by Northwest due to violations of the terms
and conditions herein by Hawaiian's agents.
1.5 RESPONSIBILITY FOR COMPLIANCE WITH CONDITIONS: Northwest agrees
to see that its agents comply with the terms and conditions of this
Agreement. Should the terms and conditions of this Agreement be violated by
Northwest or its agents, Northwest agrees to reimburse Hawaiian for any and
all losses or damages incurred by Hawaiian due to violations of the terms and
conditions herein by Northwest's agents.
1.6 MOST FAVORED CUSTOMER: Hawaiian agrees that, in all
circumstances, the net prorate amounts, exclusive of ISC, specified in
Attachment A (E)2) and (G) PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION Hawaiian shall be entitled to a 90 day written notice and an
opportunity to cure any violation of this section. In the event Hawaiian
elects to leave such more favorable charges in effect, this Agreement shall
be amended such that the more favorable prorate amount becomes the applicable
prorate on these segments upon the expiration of the 90 day notice period.
1.7 PARALLEL AGREEMENT: At the written request of Northwest,
Hawaiian hereby agrees to enter into a bilateral prorate agreement with KLM
on the same general terms and conditions as set forth in the relevant
Attachments which would be applicable to those flights operated by KLM that
are part of the Northwest-KLM Alliance Joint Venture.
<PAGE>
Page 3
SECTION 2. TERM
Northwest and Hawaiian agree that the bilateral prorate agreement set forth
in this Exhibit B shall apply to tickets issued on/after June 1, 1996, and
shall be not be terminated sooner than the effective termination date of the
Cooperative Marketing Agreement dated May 20, 1996, except that, upon
termination of the Agreement, this bilateral prorate agreement shall remain
in effect until either party delivers to the other a written notice of
termination at least 60 days in advance.
SECTION 3. NOTICES
All notices, requests, demands and other communications regarding this Exhibit
B hereunder shall be in writing and shall be delivered personally (including
by courier) or mailed by registered mail, return receipt requested, or given
by facisimile transmission to the parties at the following addresses (or to
such other address as a party may be specified by notice given to the other
pursuant to this provision) and shall be deemed given when so received.
Notices shall be transmitted,
if to Hawaiian, to:
Hawaiian Airlines, Inc.
3375 Koepeka Street
Suite G-350
Honolulu, HI 96819
Attn: Peter Jenkins
Senior Vice President Marketing and Sales
Copy to: Rae A. Capps
General Counsel
Telefacsimile No.: 808-838-6746 Mr. Jenkins
808-835-3690 Ms. Capps
SITA: HNLSKHA
if to Northwest, to:
Northwest Airlines, Inc.
Department A6060
5101 Northwest Dr.
St. Paul, MN 55111
Attn.: G. Robert Flory
Manager - Industry Affairs
Telefacsimile No.: 612-727-7110
SITA: MSPQTNW
The parties hereto have caused this Agreement to be executed in their names
and on their behalf by their respective officers duly authorized, on the day
and year first above written.
NORTHWEST AIRLINES, INC. HAWAIIAN AIRLINES, INC.
By: /s/ G. Robert Flory By: /s/ Bruce R. Nobles
------------------------- --------------------------------------
Bruce R. Nobles
Its: Manager - Industry Affairs Its: President and Chief Executive Officer
--------------------------------------
By: /s/ John L. Garibaldi
--------------------------------------
John L. Garibaldi
Its: Executive Vice President and
--------------------------------------
Chief Financial Officer
<PAGE>
Page 4
ATTACHMENT A
HA SEGMENTS WITHIN HAWAII
THROUGH PUBLISHED AND UNPUBLISHED FARES
SEPARATELY ASSESSED LOCAL FARES WITH NW UNPUBLISHED PROGRAMS
(A) FARE TYPES - All through published and through unpublished NW fares between
worldwide points and points in Hawaii, and separately assessed unpublished
local intra-Hawaii fares used in conjunction with and appearing on the same
ticket as NW unpublished fare programs.
(B) APPLICABLE TICKET STOCK - NW/HA (including standard industry ticket stock
validated 012 or 173) except that NW unpublished fares may only be issued
on NW 012 stock.
(C) PLACE OF ISSUE - Worldwide.
(D) ROUTING - Passengers must travel:
EXCLUSIVELY* VIA EXCLUSIVELY VIA HA
NW BETWEEN A BETWEEN A POINT
POINT NAMED BELOW NAMED BELOW AND
AND THE APPLICABLE THE APPLICABLE
TRANSFER POINT TRANSFER POINT TRANSFER POINT
- -------------- -------------- --------------
Any point worldwide HNL Any point in Hawaii
served by NW served by HA
* When ticketed on NW stock, additional carriers are permitted anywhere in the
itinerary, however NW must complete carriage to or from HNL.
(E) PRORATION
1) ALL NORMAL FARES. FIRST AND BUSINESS CLASS SPECIAL FARES, AND
BEREAVEMENT AND ILLNESS FARES.
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
<PAGE>
Page 5
2) ECONOMY CLASS SPECIAL FARES (INCLUDING NW SENIOR DISCOUNT PROGRAM)
The following amounts apply regardless of stopover. No discounts
apply to any of the amounts.
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY
TO THE COMMISSION.
(F) INTERLINE SERVICE CHARGE
1) ALL NORMAL FARES, AND FIRST AND BUSINESS CLASS SPECIAL FARES, AND
BEREAVEMENT AND ILLNESS FARES.
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
2) ECONOMY CLASS SPECIAL FARES (INCLUDING NW SENIOR DISCOUNT PROGRAM)
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
(G) PRORATE ADJUSTMENTS
The net prorate amounts specified in (E)2)a) and (E)2)b) above shall be
adjusted as follows based on the travel period and the passenger volume in
each period:
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
For the period beyond 30Jun99, HA/NW agree to review net prorate amounts
based on market changes, if any, occurring during the term of this
agreement.
<PAGE>
Page 6
ATTACHMENT B
HA SEGMENTS WITHIN HAWAII
SEPARATELY ASSESSED RETAIL FARES
(A) FARE TYPES - All published HA/NW fares between points in Hawaii.
(B) APPLICABLE TICKET STOCK - NW/HA (including standard industry ticket stock
validated 012 or 173).
(C) PLACE OF ISSUE - Worldwide.
(D) ROUTING - Passengers must travel exclusively via HA or NW-designated
flights operated by HA between points in Hawaii.
(E) PRORATION - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(F) INTERLINE SERVICE CHARGE - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
<PAGE>
Page 7
ATTACHMENT C
HA SEGMENTS BETWEEN HAWAII AND CONTINENTAL U.S. AND LAS-LAX
NW INTERNATIONAL FARES (EXCLUDING FARES WHOLLY WITHIN AREA 1)
(A) FARE TYPES - All through published NW fares between Area 1 and Area 2 or
3, or between Area 2 and Area 3 via Area 1.
(B) APPLICABLE TICKET STOCK - NW (including standard industry ticket stock
validated 012).
(C) PLACE OF ISSUE - Worldwide.
(D) ROUTING - Passengers must travel:
EXCLUSIVELY* VIA EXCLUSIVELY VIA HA
NW BETWEEN A BETWEEN A POINT
POINT NAMED BELOW NAMED BELOW AND
AND THE APPLICABLE THE APPLICABLE
TRANSFER POINT TRANSFER POINT TRANSFER POINT
- ------------------- --------------------- -------------------
Any point worldwide Any point Area 1 Any point in Area 1
served by NW served by both NW and served by HA
HA
* Additional carriers are permitted anywhere in the itinerary, however NW
must complete carriage to or from the NW/HA connect point.
(E) PRORATION
1) NORMAL FARES
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
2) ECONOMY CLASS SPECIAL FARES
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(F) INTERLINE SERVICE CHARGE - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
<PAGE>
Page 8
ATTACHMENT D
HA SEGMENTS WITHIN HAWAII AND LAS-LAX
NW VUSA FARES AND SENIOR COUPON PROGRAM
(A) FARE TYPES - All published NW VUSA fares between points in Hawaii and
between LAS and LAX, and NW Northwest Senior Coupon Program between
points in Hawaii. Senior Coupon tickets reflect fare basis code "KPEAK"
with ticket designator "SD004" (both unique to this program).
(B) APPLICABLE TICKET STOCK
1) VUSA FARES
Any carrier's stock (including standard industry ticket stock
validated with any carrier's three digit designator code).
2) SENIOR COUPON FARES
NW (including standard industry ticket stock validated 012).
(C) PLACE OF ISSUE - Worldwide.
(D) ROUTING
1) VUSA FARES
Passengers must travel exclusively via HA or NW-designated
flights operated by HA between points in Hawaii, or via HA between
LAS and LAX.
2) SENIOR COUPON FARES
Passengers must travel exclusively via HA or NW-designated flights
operated by HA between points in Hawaii.
(E) PRORATION -
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(F) INTERLINE SERVICE CHARGE - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
<PAGE>
Page 9
ATTACHMENT E
INVOLUNTARY REROUTING FOR HA AND VW FARES
(A) FARE TYPES - All HA and NW fares, published and unpublished.
(B) APPLICABLE TICKET STOCK - HA/NW (including standard industry ticket
stock validated with HA/NW plates).
(C) PLACE OF ISSUE - Worldwide.
(D) PRORATION - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
(E) INTERLINE SERVICE CHARGE - PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE
COMMISSION.
<PAGE>
EXHIBIT B-1
PRORATE CREDITS
and a
COOPERATIVE SERVICES ACCOUNT
The intent of this provision is to provide a mechanism whereby Northwest can
purchase and/or ticket inter-island seats from Hawaiian at published local
intra Hawaii fare levels which will then be reduced by prorate credit amounts.
Hawaiian agrees to extend to Northwest certain prorate credits which will
apply to tickets plated on NW 012 stock for travel wholly between the
Hawaiian islands. The amount of the prorate credit is determined by the
one-way or one-way equivalent published fare shown on the ticket. The
applicable fare types are those referenced in Attachment B of Exhibit B.
Prorate credits for all local published fares in the below shown dollar
ranges are as follows:
Published local one-way, or Prorate Accrues to
one-half round trip base fare Credit Account of:
----------------------------- ------- -----------
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
Northwest and Hawaiian agree to establish a Cooperative Services Account
representing Hawaiian's potential cost and cash payment offset and
Northwest's "potential liability" to Hawaiian. This account will be
maintained by Northwest
<PAGE>
revenue accounting based on Hawaiian's interline billings. Northwest and
Hawaiian revenue accounting departments will work to develop a mutually
agreeable procedure by which the monthly interline billing charges from
Hawaiian to Northwest will include that month's prorate credit amount.
Hawaiian and Northwest agree that the prorate credit amount calculated each
month be based on the different fare types and their respective discount
amounts as listed above.
The companies further agree that a mutually acceptable process, which may
include periodic ticket sampling, will be used to establish the basis for
determining the prorate credits to be applied to actual lifted tickets each
month.
PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
Additional deposits/withdrawals may be made to the Cooperative Services
Account to effect balancing the Marketing Fund as prescribed in Exhibit C,
Section VII.
Hawaiian shall have the right to utilize Cooperative Services Account credit
balances as partial payment for goods and services purchased by Hawaiian from
Northwest, for Hawaiian's exclusive use. The amount that Hawaiian may apply
as partial payment will be negotiated separately for each good or service
purchased, but will generally be as follows:
(i) PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
(II) SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION.
<PAGE>
EXHIBIT C
NORTHWEST AIRLINES/HAWAIIAN AIRLINES
FREQUENT FLYER AGREEMENT
I. WORLDPERKS PROGRAM MILEAGE CREDITS
A. Beginning July 1, 1996, Northwest shall grant, subject to the terms
and conditions set forth below, any participant in the WorldPerks
Program (hereinafter referred as "WorldPerks Participant") who flies
flights operated by Hawaiian Airlines (excluding "T" class) between
the city pairs referred to in Attachment A, attached hereto and made a
part hereof, program mileage credits, based on the credited mileage,
referred to in Attachment B, multiplied by the accrual factor referred
to in Attachment C, each of which is attached hereto and made a part
hereof, except:
1. Travel by WorldPerks Participants on any carrier with whom
Hawaiian has a special marketing arrangement; or
2. Travel by WorldPerks Participants flying on Hawaiian flights
between the excluded cities listed in Attachment A; or
3. Travel on VUSA type, bulk, charter or other unpublished fares,
travel industry reduced rate or other non-revenue tickets, or
other types of tickets which are normally excluded from earning
miles according to the rules set forth in the WorldPerks Program.
B. For travel on connecting interisland flights, mileage will be credited
on a separate sector basis for the trip, but on direct or through
flights, with multiple stops, mileage will be credited for the
ticketed point of origin to final destination. Interisland flights
will be credited a minimum of 250 miles or the actual mileage,
whichever is greater.
1
<PAGE>
II. PROCEDURES
A. To enable Northwest to grant the mileage credit provided for herein,
Hawaiian will agree to follow all Northwest operating procedures for
entering WorldPerks Participants frequent flyer account numbers at the
time of check in for all applicable flights.
B. Beginning with the effective date of the Codeshare Services Operated
Pursuant to the Cooperative Marketing Agreement, for all automated
stations, Hawaiian will provide Northwest with records of WorldPerks
Participants who have flown on Hawaiian flights. These records will be
provided weekly on magnetic tapes in a format specified by Northwest,
found in Attachment D, attached hereto and made a part of hereof.
Northwest will load the records onto the WorldPerks passenger database
and will post earned credit to the WorldPerks Participants accounts.
C. For all non-automated stations, Hawaiian will be responsible for
mileage credit to be keyed and provided on the above mentioned tape.
These coupons must be clearly identified as Northwest/Hawaiian
WorldPerks mileage credit coupons. Northwest will use the records for
the purposes stated in Section II B.
D. In the event that a WorldPerks Participant requests credit or a
correction to a previous credit for flights after the date of travel,
the WorldPerks Participants will be instructed to contact Northwest
directly for resolution of these customer inquiries. Hawaiian will
cooperate with Northwest to resolve all such inquiries in a timely
manner. The WorldPerks Participants will be required to include a copy
of the flown ticket coupon and/or the boarding pass with the request.
E. Hawaiian will provide a designated contact to be available for all
frequent flyer customer service inquiries from Northwest.
F. During the term of this Agreement and for one (1) year following its
termination date, either party (or such auditors as that party shall
select) shall have the right from time to time during regular business
hours to conduct audits of the other party's books, records and data
relating to the performance of the other party under this Agreement,
including but not limited to flight and other information submitted by
one party to the other as it relates to this Agreement. The party to
be audited shall be given reasonable notice of the same and any such
audit shall not result in disruption of the normal business activity
of the party to be audited.
Any and all posted mileage credits shall be subject to adjustment
based on subsequently discovered errors, including errors discovered
as a result of any such audit.
2
<PAGE>
III. NORTHWEST WORLDPERKS PARTICIPANTS AWARDS
A. Northwest WorldPerks Program Awards on Hawaiian will become available
for use by WorldPerks Participants on July 1, 1996.
B. Northwest WorldPerks Program Awards will only be issued to WorldPerks
Participants who have a mailing address in a location permitted by the
most current Rules and Information brochure (hereafter referred to as
a "Qualified WorldPerks Participant"). A WorldPerks participant who
has accumulated the requisite mileage in the Northwest program
automatically receives appropriate Northwest Program Awards (hereafter
referred to as a "Banking mileage/Combination FlyWrite and Banked
mileage awards").
1. WorldPerks Participants may save their Banked mileage or a
combination Banked mileage and FlyWrite Award miles for travel to
Honolulu, Hawaii on Northwest or Hawaiian (and corresponding
connecting or interisland travel on any Hawaiian flight) based on
the chart found in Attachment E, attached hereto and made a part
hereof. After a WorldPerks Participants presents the requisite
number of Banked mileage or a combination of Banked mileage and
FlyWrite Awards to Northwest, Northwest may issue an Award ticket
to be used for travel on Hawaiian. Northwest reserves the right
to verify that the WorldPerks Participant in entitled to the
requested Award. Said ticket shall be plated on Northwest stock.
The Qualified WorldPerks Participant shall be responsible for all
PFC's, international departure taxes and customer/user fees
relating to the use of any Northwest ticket issued therefrom.
2. Award travel on Hawaiian must be completed within one (1) year of
the date of ticket issuance. Hawaiian shall honor tickets issued
accordingly (notwithstanding termination of the Agreement);
provided, however, that notwithstanding the foregoing, if this
Agreement is not renewed beyond its initial 2 year term, all
award travel pursuant to an Hawaiian segment must be completed on
or before June 30, 1999; provided, however, should this Agreement
continue in effect beyond the initial 2 year term as provided in
Section IX, all award tickets shall continue to be based upon
date of ticket issuance, as provided above.
C. WorldPerks Participants are eligible to use Northwest Program Awards
on all mainland/Honolulu and all interisland flights operated by
Hawaiian. WorldPerks Participants are eligible to use 8 day Island
Pass Awards on all interisland flights operated by Hawaiian. At no
time will WorldPerks Participants be required to only use their awards
on Northwest designated Hawaiian interisland flights.
3
<PAGE>
D. Northwest and Hawaiian will work together to create reservation procedures
for the booking of WorldPerks Awards on Hawaiian.
E. Hawaiian reserves the right to limit the number of seats available for
award travel. Award tickets will be honored on a non-discriminatory basis
as it relates to awards issued by other frequent traveler program partners
(which includes American Airlines). In the event that a capacity
controlled seat is not available for the specific date, destination and
class of service initially requested by the member, Hawaiian shall
accommodate the member within the period of (15) days before or (15) days
after the date originally requested. In the event no such capacity
controlled seats are available during such (31) day period, Hawaiian shall
accommodate such member's request on the first Hawaiian flight on or after
the date originally requested on which the desired destination and class of
service is available from non-capacity controlled inventory, excluding
specific blackout dates.
F. For and in consideration of Northwest's performance hereunder, Hawaiian,
subject to the terms and conditions set forth herein shall honor all award
tickets issued by Northwest as provided herein at no prorated interline
cost to Northwest. The settlement for such award tickets shall be
according to Section VII.
G. Hawaiian shall submit monthly reports covering the number of Award tickets
used for travel on Hawaiian during the preceding month. Each report will
list the total number of award segments flown by WorldPerks Participants
between each Hawaiian city pair. Each award will have a unique fare basis
code. Billing will be done by fare basis code. In addition, the parties
may mutually agree upon other reports or data to be provided by one party
to the other. Reports shall be mailed to Northwest at the following
address:
Northwest Airlines, Inc.
Department A6800
5101 Northwest Drive
St. Paul, MN 55111-3034
Attention: Manager-WorldPerks Airline Alliances
4
<PAGE>
IV. GOLD PLUS PROGRAM MILEAGE CREDITS
A. Beginning with the effective date of the Codeshare Services Operated
Pursuant to the Cooperative Marketing Agreement, Hawaiian shall grant,
subject to the terms and conditions set forth below, any participant
in the Gold Plus Program who flies flights operated by Northwest
Airlines (excluding "A, D, W" classes) and except competitive city
pairs referred to in Attachment A, attached hereto and made a part
hereof, program mileage credits, based on the actual credited mileage,
multiplied by the accrual factor referred to in Attachment C, each of
which is attached hereto and made a part hereof, except:
1. Travel by Gold Plus Participants on any carrier with whom
Northwest has a special marketing arrangement; or
2. Travel by Gold Plus Participants flying on Northwest flights
between excluded cities listed in Attachment A; or
3. Travel on VUSA type, bulk, charter or other unpublished fares,
travel industry reduced rate or other non-revenue tickets, or
other types of tickets which are normally excluded from earning
miles according to the rules set forth in the Gold Plus Program.
B. For travel on connecting flights, mileage will be credited on a
separate sector basis for the trip, but on direct or through flights,
with multiple stops, mileage will be credited for the ticketed point
of origin to final destination.
V. PROCEDURES
A. To enable Hawaiian to grant the mileage credit provided for herein,
Northwest will agree to follow all Hawaiian operating procedures for
entering Gold Plus Participants frequent flyer account numbers at the
time of check in for all applicable codeshare flights.
B. Beginning with the effective date of the Codeshare Services Operated
Pursuant to the Cooperative Marketing Agreement, for all automated
stations, Northwest will provide Hawaiian with records of Gold Plus
Participants who have flown on Northwest flights. These records will
be provided weekly on magnetic tapes in a format specified by
Northwest and agreed to by Hawaiian, found in Attachment D, attached
hereto and made a part hereof. Hawaiian will load the records onto
the Gold Plus passenger database and will post earned credit to the
Gold Plus Participants accounts.
5
<PAGE>
C. For all non-automated stations, Northwest will be responsible for
mileage credit to be keyed and provided on the above mentioned tape.
These coupons must be clearly identified as Northwest/Hawaiian Gold
Plus mileage credit coupons. Northwest will use the records for the
purposes stated in Section V.
D. In the event that a Gold Plus Participant requests credit or a
correction to a previous credit for flights after the date of travel,
the WorldPerks Participant will be instructed to contact Hawaiian
directly for resolution of these customer inquiries. Northwest will
cooperate with Hawaiian to resolve all such inquiries in a timely
manner. The Gold Plus Participant will be required to include a copy
of the flown ticket coupon and/or the boarding pass with the request.
E. Northwest will provide a designated contact to be available for all
frequent flyer customer service inquiries from Hawaiian.
F. During the term of this Agreement and for one (1) year following its
termination date, either party (or such auditors as that party shall
select) shall have the right from time to time during regular business
hours to conduct audits of the other party's books, records and data
relating to the performance of the other party under this Frequent
Flyer Agreement, including but not limited to flight and other
information submitted by one party to the other as it relates to this
Agreement. The party to be audited shall be given reasonable notice
of the same and any such audit shall not result in disruption of the
normal business activity of the party to be audited.
Any and all posted mileage credits shall be subject to adjustment
based on subsequently discovered errors, including errors discovered
as a result of any such audit.
VI. HAWAIIAN GOLD PLUS PROGRAM AWARDS
A. Hawaiian Gold Plus Program Awards on Northwest will become available
for use by Gold Plus Participants on July 1, 1996.
1. Gold Plus Participants may save their mileage for travel to all
Northwest destinations in North America based on the chart found
in attachment F. Program awards to/from Asia may be made
available from time to time, as agreed by Northwest, on a special
promotional basis.
6
<PAGE>
2. Award travel on Northwest must be completed within one (1) year
of the date of ticket issuance. Northwest shall honor tickets
issued accordingly (notwithstanding termination of the
Agreement); provided, however, that notwithstanding the
foregoing, if this Agreement is not renewed beyond its initial
2 year term, all award travel pursuant to an Northwest segment
must be completed on or before June 30, 1999; provided,
however, should this Agreement continue in effect beyond the
initial 2 year term as provided in Section IX, all award
tickets shall continue to based upon date of ticket issuance,
as provided above.
B. Northwest and Hawaiian will work together to create reservation
procedures for the booking of WorldPerks Awards on Hawaiian.
C. Northwest reserves the right to limit the number of seats available
for award travel. Award tickets will be honored on a non-
discriminatory basis as they relate to awards issued by other
frequent traveler program partners.
D. For and in consideration of Hawaiian's performance hereunder,
Northwest, subject to the terms and conditions set forth herein
shall honor all award tickets issued by Hawaiian as provided herein
at no prorated interline cost to Hawaiian. The settlement for such
award tickets shall be according to section VII.
E. Northwest shall submit monthly reports covering the number of Award
tickets used for travel on Northwest during the preceding month.
Each report will list the total number of award segments flown by
Gold Plus Participants between each Northwest city pair. Each award
will have a unique fare basis code. Billing will be done by fare
basis code. In addition, the parties may mutually agree upon other
reports or data to be provided by one party to the other. Reports
shall be mailed to Hawaiian at the following address:
Marketing Programs
Hawaiian Airlines
3375 Koapaka Street, Ste G350
Honolulu, HI 96819
attn: Sr. Dir. marketing Programs
(808) 838-6750
(808) 838-6759
7
<PAGE>
VII. MARKETING FUND
Both Northwest and Hawaiian are responsible for tracking accrual and
redemption data in their respective programs, to be used in the
liability settlement calculation.
A. For every segment flown by a WorldPerks member on a Hawaiian flight
between the city pairs listed in attachment A. Hawaiian will
contribute PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A
CONFIDENTIAL TREATMENT REQUEST FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO
THE COMMISSION per credited WorldPerk mile, (250 mile minimum per
segment), to the Northwest/Hawaiian "Marketing Fund".
B. For every roundtrip WorldPerks Award used on a Hawaiian interisland
flight, Northwest will contribute PORTIONS OF THIS DOCUMENT HAVE
BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
PROVIDED SEPARATELY TO THE COMMISSION per award mile to the
Northwest/Hawaiian "Marketing Fund". For every 8 day Island Pass
issued by WorldPerks, Northwest will contribute PORTIONS OF THIS
DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION per award
mile to the Northwest/Hawaiian Marketing Fund.
C. For every non-competitive route flown by a Gold Plus member on
Northwest Airlines. Northwest will contribute PORTIONS OF THIS
DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION per mile
segment credit to the Northwest/Hawaiian "Marketing Fund".
D. For every roundtrip Gold Plus Award used on a Northwest flight
(excluding Asia), Hawaiian will contribute PORTIONS OF THIS
DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION per
award mile to the Northwest/Hawaiian "Marketing Fund".
E. For every roundtrip coach/First Class award ticket on Hawaiian
mainland/Honolulu flights, Northwest will contribute PORTIONS OF
THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION per
award mile to the Northwest/Hawaiian Marketing Fund.
F. It is understood and agreed that it may be necessary for the parties
to meet periodically to review the ratio of mileage credit accruals
to awards redeemed as contributed to the Marketing Fund.
G. For the quarterly mileage liability settlement calculation, a
tolerance range of USD PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED
PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN PROVIDED
SEPARATELY TO THE COMMISSION shall exist. An invoice shall
be issued for any amount over and above USD PORTIONS OF THIS
DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION. The
net amount due from either party under this Agreement will only be
for any amount over and above USD PORTIONS OF THIS DOCUMENT HAVE
BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
PROVIDED SEPARATELY TO THE COMMISSION and shall be invoiced to the
paying party at the end of each quarter, with payment due within
thirty (30) days from invoice date. A complete mileage liability
reconciliation and complete imbalance payment will occur at the
termination of the Agreement.
8
<PAGE>
H. In the event that the amount owing to either party as a result of a
quarterly liability settlement calculation is less than USD PORTIONS
OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
SUCH PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE COMMISSION, no
invoice shall be issued. However, that liability amount will carry
forth to the next quarter where it will be added to that quarter's
liability calculation.
I. If after the first quarterly Marketing Fund reconciliation either
party owes the other more than USD PORTIONS OF THIS DOCUMENT HAVE
BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
PROVIDED SEPARATELY TO THE COMMISSION, the parties shall mutually
agree to institute specific marketing actions and programs to bring
the Marketing Fund balance back under USD PORTIONS OF THIS DOCUMENT
HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
PROVIDED SEPARATELY TO THE COMMISSION.
J. In the event that Northwest maintains a positive liability balance,
Northwest may apply that balance toward award seats on Hawaiian
mainland/Honolulu flights. In the event that Hawaiian maintains a
positive liability balance, Hawaiian may apply that balance toward
award seats on Northwest mainland/Honolulu flights.
VIII. PUBLICITY ADVERTISING/PROMOTION
A. Northwest and Hawaiian may publicize in various media WorldPerks
program information relating to this Agreement. Each party shall be
given the right to review and approve any such advertising at least
10 days prior to its publication and each shall bear its own costs
of such advertising and promotion. Such approval shall not be
unreasonably withheld or denied.
B. Hawaiian may prepare and submit to Northwest up to two articles or
promotional inserts per year or a combination of one article and one
insert per year for inclusion in WorldPerks newsletter or WorldPerks
monthly mileage statements, as applicable. Hawaiian's suggested
newsletter and/or insert copy shall be provided to Northwest thirty
(30) days in advance of the deadline for the newsletter printing
schedule or the mileage statement mail drop date, as applicable.
Northwest reserves the right of final approval of timing and
placement, as well as form and content of such copy.
C. Northwest shall use reasonable efforts to advise WorldPerks
participants of the terms and conditions of this Agreement,
including notice of the termination provision and that Hawaiian may
restrict the number of seats on any Hawaiian fights on which
WorldPerks Program awards will be honored, such notice to be pre-
approved by Hawaiian.
D. Hawaiian shall use reasonable efforts to advise Gold Plus
participants of the terms and conditions of this Agreement,
including notice of the termination provision and that Northwest may
restrict the number of seats on any Northwest flights on which Gold
Plus Program awards will be honored, such notice to be pre-approved
by Northwest.
9
<PAGE>
E. Northwest and Hawaiian may each request the opportunity to award
bonus mileage credits to WorldPerks Participants for flying
Northwest or Hawaiian flights. Northwest and Hawaiian reserve the
right to withhold its consent or deny such action unless a mutual
agreement for the purchase of bonus mileage credits is made between
the parties. Rates for the purchase of bonus miles will be
determined at that time.
IX. TERM
This Agreement shall become effective as of the date set forth at the
beginning of this Agreement and, except as otherwise provided by
Section III hereof, shall continue to be coterminous with the
Cooperative Marketing agreement or until terminated by either party
upon one hundred twenty (120) days advance written notice to the other
party. As of the effective date of termination of this Agreement
("Effective Date"), WorldPerks Program mileage credits will continue to
be granted for travel on Hawaiian flights and WorldPerks award tickets
will continue to be issued for travel on Hawaiian flights for a period
of twelve (12) months after the effective date. All such awards so
issued must be exchanged for tickets and all travel must be completed
on or before the expiration of twelve (12) months after said effective
date or the expiration date of the award or ticket, whichever first
occurs. As of the effective date of termination of this Agreement
("Effective Date"), Gold Plus Program mileage credits will continue to
be granted for travel on Northwest flights and Gold Plus award tickets
will continue to be issued for travel on Northwest flights for a period
of twelve (12) months after the effective date. All such awards so
issued must be exchanged for tickets and all travel must be completed
on or before the expiration of twelve (12) months after said effective
date or the expiration date of the award or ticket, whichever first
occurs.
X. CONFIDENTIALITY
Each party agrees to protect as confidential this Agreement and all
information exchanged hereunder, and further agrees not to use or
disclose for any purpose, other than performance of the express
provisions of this Agreement (and monitoring of the performance of this
Agreement by the other party), data furnished or obtained concerning
the WorldPerks and Gold Plus Programs including, without limitation,
the reports described in Section III hereof, as well as data concerning
WorldPerks and Gold Plus Program members, their travel transactions and
selections of awards under the WorldPerks and Gold Plus Program.
10
<PAGE>
XI. NOTICES
All notices, requests, demands and other communications hereunder shall
be in writing, transmitted by facsimile or regular or express mail, and
shall be deemed to have been duly given when the party receiving the
notice acknowledges it by mail or facsimile. Each party shall
acknowledge receipt as soon as practicable but in any event within 2
business days of receiving any notice or demand. Notices shall be
transmitted as follows:
(a) If to Northwest to the attention of:
Northwest Airlines, Inc.
5101 Northwest Drive
Department A 6800
St. Paul, MN 55111-3034
Attn: Director, WorldPerks Marketing
Fax: 612/726-7049
(b) if to Hawaiian to the attention of:
Hawaiian Airlines
3375 Koapaka Street, Ste G350
Honolulu, HI 96819
attn: Sr. Dir. marketing Programs
(808) 838-6750
(808) 838-6759
(c) Or, in each case, to such other person and place as
Northwest or Hawaiian furnish to the other party in
writing.
XII. INDEPENDENT CONTRACTORS
Nothing contained in this Agreement is intended or shall be construed
to create or establish any agency, partnership or joint venture
relationship between the parties hereto. Both the WorldPerks and Gold
Plus Program rules, which are distributed to each participating company
is responsible for their own awards only and not for the awards of
other participating companies.
11
<PAGE>
XIII. ENTIRE AGREEMENT
This Agreement, includes the Exhibits which are attached hereto and
made part of hereof, sets forth the entire Agreement and understanding
between the parties as to the subject matter hereof, and merges and
supersedes all prior discussions, agreements and understandings
concerning the subjects covered by this Agreement. No party shall be
bound by any term, condition or definition other than expressly set
forth or provided for in this Agreement or amendments to this
Agreement. Unless expressly provided herein, this Agreement may not be
changed or modified, except by agreement in writing, signed by the
party to be bound thereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
NORTHWEST AIRLINES, INC. HAWAIIAN AIRLINES, INC.
By: /s/ By: /s/ Bruce R. Nobles
-------------------------- -----------------------------
Bruce R. Nobles
Its: VP MGT PROG & ADV Its: President and Chief Executive
Officer
-----------------------------
HAWAIIAN AIRLINES, INC.
By: /s/ John L. Garibaldi
-----------------------------
John L. Garibaldi
Its: Executive Vice President and
Chief Executive Officer
-----------------------------
12
<PAGE>
ATTACHMENT A
WORLDPERKS CREDIT CITY PAIRS
HNL-ITO
HNL-LIH
HNL-KOA
HNL-OGG
HNL-MKK
HNL-LNY
And all other city pairs which NW codes with HA
EXCLUDED WORLDPERKS/GOLD PLUS CREDIT CITY PAIRS
SEA-HNL
PDX-HNL
SFO-HNL
LAS-HNL
LAX-HNL
LAS-LAX
PDX-LAX
13
<PAGE>
ATTACHMENT B
PROGRAM MILEAGE CREDITS
Mileage will be credited to WorldPerks Participant accounts based on the
following chart:
Segment Mileage Credited Mileage
--------------- ----------------
0 to 250 miles 250 miles
251 miles + Actual
Mileage will be credited to Gold Plus Participant accounts shall be based on
Northwest accrual rates.
14
<PAGE>
ATTACHMENT C
ACCRUAL FACTORS
Mileage will be credited to WorldPerks or Gold Plus Participants accounts based
on the class of service the WorldPerks Participant flies.
(Y) Economy Class = 100% times Program Mileage Credit
(F) First Class = 150% times Program Mileage Credit
15
<PAGE>
ATTACHMENT D
PARTNER DATA REQUIREMENTS
1. Frequency: Weekly
2. Magnetic tapes or cartridges/diskettes should be sent to the following
address (no PC diskettes):
WorldPerks Program
Northwest Airlines, Inc.
Computer Support-J3670
1500 Tower View Road
Eagan, MN 55121
(612) 726-7989
Tapes should be clearly labeled and include:
A. Dataset name*
B. Block size
C. Record length
D. Date created
E. Record count
F. Volume serial (tape number)
* The dataset name, once established, should remain static for each tape
sent to Northwest. The preferred naming standard for tapes sent to
Northwest would be to begin the dataset name with "MFF.CORP".
3. A hard copy report (or a tape dump of the first 100 records) must accompany
the tape. The hard copy reports should include the following:
A. WorldPerks account number
B. Passenger name
C. Mileage description:
1. For bonus miles: Bonus code and operator code (these will be
assigned by Northwest)
2. For flight information**: Airport codes for origin and
destination class of service and flight number.
** Only valid airport codes apply and all flights must be designated
as "NW" with a Northwest codeshare flight number. Class of
service for free awards must be listed as either "A" or "W".
16
<PAGE>
ATTACHMENT D
(con't)
D. Transaction date or flight date
E. The report should also contain the number of records that are on the
tape.
F. The creation date and tape or cassette number
4. Please include a memo with the tape and include the following information:
A. Tape number
B. Record count
C. Date range for transactions (i.e. data from March 1, 1996 through
March 7, 1996)
5. A mode 7 check digit routine should be done to validate WorldPerks account
numbers prior to forwarding information to Northwest. No invalid account
numbers should be forwarded to Northwest
6. Only valid three letter city codes should be used. In the event of airline
travel only valid three letter airport codes should be used.
7. Please provide to Northwest the name, telephone number, and facsimile
number for the individual(s) responsible for the transfer of data. This
is necessary in the event there is a problem or inconsistency with the data
received or if there is a delay in sending the information to Northwest.
8. If the determined mailing schedule of data is interrupted please notify one
of the following individuals:
A. Terri Finson, WorldPerks Representative (612) 727-5779
Fax: (612) 727-4245
B. Florence Condon, Marketing Associate (612) 726-7900
Fax: (612) 726-7049
C. Judith Brant, Manager, WP Database (612) 726-2068
Fax: (612) 726-7049
17
<PAGE>
ATTACHMENT D
(con't)
FILE LAYOUT FORMAT FOR NORTHWEST WORLDPERKS MEMBERS TRAVELING ON HAWAIIAN
01 Data Record Columns
05 Operator Code PIC X(02) Value 'HA'. 001-002
05 Name PIC X(12) * 003-014
05 Filler PIC X(01) 015-015
05 Account-Number PIC 9(09) ** 016-024
05 Trip-Origin PIC X(03) 025-027
05 Trip-Destination PIC X(03) 028-030
05 Flight-Number PIC 9(04) 031-034
05 Flight-Class PIC X(01) 035
05 Filler PIC X(03) Value Spaces. 036-038
05 Flt-Carrier-Code PIC X(02) *** 039-040
05 Flt-Date PIC 9(08) CCYYMMDD 041-048
05 Filler PIC X(04) Value Spaces. 049-052
05 Connect-Flt-Number PIC 9(04) 053-056
05 Filler PIC X(07) 057-063
05 Date Source PIC 9(08) Value 'Hawaiian'. 064-071
05 Filler PIC X(09) Value Spaces. 072-080
Note: * Name format is: last name/first name
** Valid account number are 9 digit Worldperks numbers
*** Valid airline code that flight is designated - "NW"
Block Size: 6400
Record Length: 80
Fixed field format
EBCDIC characters
Magnetic tape or cassette/cartridge
18
<PAGE>
ATTACHMENT E
NORTHWEST PROGRAM AWARDS
5,000 miles = 1 Coach Class roundtrip award on any Hawaiian Airlines
interisland flight, connecting to/from any Northwest flight
(Banking mileage or Combination FlyWrite and Banked mileage
awards). Northwest blackout dates will be in effect.
5,000 miles = 1 Coach Class roundtrip award on any Hawaiian Airlines
interisland flight. (Banking mileage awards only). Northwest
blackout dates will be in effect.
15,000 miles = 1 Coach Class 8 day Island Pass on any Hawaiian Airlines
interisland flight. This may be an add on award to any
existing Northwest HNL award or a stand alone interisland
award (Banking mileage or Combination FlyWrite and Banked
mileage awards). Northwest blackout dates will be in effect.
30,000 miles = 1 Coach Class roundtrip standard award on any Hawaiian
Airlines mainland/Hawaiian flight (Banking mileage or
Combination FlyWrite and Banked mileage awards). Northwest
blackout dates will be in effect.
50,000 miles = 1 First Class roundtrip standard award on any Hawaiian
Airlines mainland/Hawaiian flight (Banking mileage or
Combination FlyWrite and Banked mileage awards). Northwest
blackout dates will be in effect.
40,000 miles = 1 Coach Class roundtrip peak award on any Hawaiian Airlines
mainland/Honolulu flight. (Banking mileage or Combination
FlyWrite and Banked mileage awards). Northwest blackout dates
will be in effect.
60,000 miles = 1 First Class roundtrip peak award on any Hawaiian Airlines
mainland/Honolulu flight. (Banking mileage or Combination
FlyWrite and Banked mileage awards). Northwest blackout dates
will be in effect.
19
<PAGE>
ATTACHMENT F
HAWAIIAN PROGRAM AWARDS
40,000 miles = 1 Coach Class roundtrip standard award on any Northwest
Airlines flight to/from North America. Northwest blackout
dates will be in effect.
50,000 miles = 1 Coach Class roundtrip peak award on any Northwest
Airlines flight to/from North America. Northwest blackout
dates will be in effect.
60,000 miles = 1 First Class roundtrip standard award on any Northwest
Airlines flight to/from North America. Northwest blackout
dates will be in effect.
70,000 miles = 1 First Class roundtrip peak award on any Northwest
Airlines flight to/from North America. Northwest blackout
dates will be in effect.
20
<PAGE>
EXHIBIT D
Schedule File Information
Hawaiian shall provide to Northwest schedule file information as follows:
Format
- Code share flights only in SSIM format sent to Northwest via disk
or transmittal.
- Schedule data must include the following items in the order
noted. Flight Number, Equipment Type, Cities, Departure/Arrival
Times, Frequency, Meals, and Effective/Discontinue Dates.
- Hawaiian will request VIEW access for Northwest to the HA
schedule on ABCLINKS.
Transmission Dates
- Hawaiian and Northwest must file, with OAG/ABC, the same flight
information with the same load date (Open-for-Sale date) to
ensure flight schedules are synchronized.
- Ad hoc changes must be provided to Northwest 10 days prior to
load date.
Schedule Changes/New Service
- New Code share flight segments as listed in Exhibit A must be
advised to Northwest at least 10 days prior to load date.
- Changes may not be effective prior to load date.
- Changes should include those flights with differences in the
schedule data from the previous load date. These changes must be
indicated.
<PAGE>
EXHIBIT E
Limited Use of Hawaiian's Name and/or Logo
Hawaiian Airlines, Inc., a Hawaii corporation ("Hawaiian") grants Northwest
Airlines, Inc., a Minnesota corporation, ("Contractor") a non-exclusive,
nontransferable, limited license to use Hawaiian's trademarks, servicemarks and
trade names, but solely in connection with these agreed upon terms and
obligations. Hawaiian's Marketing Department shall provide Contractor with the
necessary artwork to effect this contract.
Hawaiian shall have the right to review and approve or disapprove, prior to
printing, the portion of any and all artwork generated by Contractor (or at its
direction or authorization) that references this contract or uses any trademark,
servicemark or trade name of Hawaiian. Contractor shall provide the printed
materials to Hawaiian in a timely manner and Hawaiian's Marketing Department
shall review and approve or disapprove such materials promptly in writing.
Upon termination of the Cooperative Marketing Agreement, Contractor shall
destroy any and all screens and/or films developed for the assignment, unless
otherwise instructed in writing by Hawaiian. The destroyed screens and/or film,
and any other material bearing Hawaiian's Logo in the possession of Contractor
shall be delivered to Hawaiian within two (2) weeks from the termination of the
Cooperative Marketing Agreement.
Governing Law and Disputes. This Agreement shall be governed by and construed
in accordance with the laws of the State of Hawaii. Any dispute, controversy or
claim arising out of or relating to this Agreement, or the breach thereof, shall
be settled by immediate binding arbitration in accordance with the Arbitration
Rules of the American Arbitration Association. The Arbitrators shall interpret
the Agreement in accordance with the laws of the State of Hawaii and the
arbitration shall take place in Honolulu, Hawaii. Judgment upon any arbitral
award contemplated above may be entered in any court in the State of Hawaii
having jurisdiction.
