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Joinder Agreement

This is an actual contract by Hawaiian Holdings.
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Sectors: Transportation
Governing Law: New York, View New York State Laws
Effective Date: August 29, 2002
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This JOINDER AGREEMENT, dated as of August 29, 2002 (this "AGREEMENT"), is made by Hawaiian Holdings, Inc., a Delaware corporation ("HAWAIIAN HOLDINGS") and AIP, LLC, a Delaware limited liability company ("AIP LLC").

WHEREAS, Hawaiian Airlines, Inc., a Hawaii corporation ("HAWAIIAN"), Airline Investors Partnership, L.P., a Delaware limited partnership ("AIP"), the Air Line Pilots Association, Hawaiian Master Executive Council ("ALPA"), the Association of Flight Attendants ("AFA"), and the International Association of Machinists ("IAM" and together with ALPA and AFA, the "UNIONS"), have previously entered into a Stockholders Agreement (the "STOCKHOLDERS AGREEMENT"), dated as of January 31, 1996, relating to, among other things, the corporate governance of Hawaiian and the protection of certain interests of the Unions;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May 2, 2002, (the "HAWAIIAN MERGER AGREEMENT"), by and among, Hawaiian, HA Sub Inc. and Hawaiian Holdings, and the Agreement and Plan of Merger, dated as of May 2, 2002 (the "AIP MERGER AGREEMENT"), by and among Hawaiian Holdings, AIP General Partner, Inc., AIP, Inc. and AIP Merger Sub, Inc., on the date hereof, Hawaiian will become a wholly owned subsidiary (directly and indirectly) of Hawaiian Holdings (the "PROPOSED REORGANIZATION");

WHEREAS, it is a condition to the consummation of the Proposed Reorganization that Hawaiian Holdings and AIP LLC (the "PARTIES") enter into this Agreement, as successors in interest to the rights and obligations of Hawaiian and AIP, respectively, under the Stockholders Agreement; and

WHEREAS, the Parties desire to enter into this Agreement to acknowledge such rights and obligations.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
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