HAWAIIAN AIRLINES INC/HI
EXHIBIT 10(14)
<DOCUMENT>
<TYPE>EX-10.(14)
<SEQUENCE>2
<FILENAME>a2042807zex-10_14.txt
<DESCRIPTION>EXHIBIT 10(14)
<TEXT>

<PAGE>

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                CONFIDENTIAL: SCHEDULES 1 and 2 of this Sublease
        Agreement are subject to restrictions on dissemination set forth
                                 in Section 18.
    -------------------------------------------------------------------------



                             SUBLEASE AGREEMENT 084

                          Dated as of December 8, 2000

                                     between

                             HAWAIIAN AIRLINES, INC.

                                     Lessee

                                       and

                           CONTINENTAL AIRLINES, INC.

                                     Lessor

                  One McDonnell Douglas Model DC-10-30 Aircraft
                       Manufacturer's Serial Number 46991
            United States Registration Marks N35084 (formerly N6857X)



THE SINGLE EXECUTED ORIGINAL OF THIS SUBLEASE TOGETHER WITH ANY ORIGINAL
SUBLEASE SUPPLEMENT DELIVERED PURSUANT HERETO EACH MARKED "ORIGINAL" SHALL BE
THE "ORIGINAL" AND ALL OTHER COUNTERPARTS OF THIS SUBLEASE AND ANY SUBLEASE
SUPPLEMENT SHALL BE MARKED "DUPLICATE ORIGINAL". TO THE EXTENT THAT THIS
SUBLEASE AND ANY SUBLEASE SUPPLEMENT CONSTITUTES CHATTEL PAPER, AS SUCH TERM IS
DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
JURISDICTION, NO SECURITY INTEREST MAY BE CREATED THROUGH TRANSFER OR POSSESSION
OF ANY COUNTERPART OTHER THAN THE "ORIGINAL". THIS IS NOT THE ORIGINAL.

<PAGE>




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
SECTION                                                                                                   PAGE
---------                                                                                                 ----

<S>          <C>                                                                                           <C>
Section 1.    Definitions .................................................................................  1

Section 2.    Delivery and Acceptance .....................................................................  5
       2.1    Agreement to Sublease .......................................................................  5
       2.2    Conditions Precedent to Sublease of Aircraft by Lessee ......................................  6
       2.3    Conditions to Sublease of Aircraft by Lessor ................................................  6
       2.4    Aircraft Delivery Condition; Inspection .....................................................  7
       2.5    Reconfiguration and Painting Costs ..........................................................  9
       2.6    Reimbursement of Costs ......................................................................  9
       2.7    Security Deposit ............................................................................ 10

Section 3.    Term and Rent ............................................................................... 10
       3.1    Term ........................................................................................ 10
       3.2    Basic Rent .................................................................................. 10
       3.3    Supplemental Rent ........................................................................... 12
       3.4    Payments .................................................................................... 12

Section 4.    Representations, Warranties and Covenants; Disclaimers ...................................... 13
       4.1    Of Lessee ................................................................................... 13
       4.2    Of Lessor ................................................................................... 14
       4.3    Subordination of Sublease to Head Lease ..................................................... 16

Section 5.    Return of Aircraft .......................................................................... 16

Section 6.    Liens ....................................................................................... 16

Section 7.    Title, Registration, Operation, Possession and Records ...................................... 17
       7.1    Title, Registration and Operation ........................................................... 17
       7.2    Possession .................................................................................. 18
       7.3    Records and Reports ......................................................................... 19
       7.4    Recognition of Rights ....................................................................... 19

Section 8.    Maintenance; Replacement and Pooling of Parts; Alterations, Modifications and
              Additions ................................................................................... 19
       8.1    Maintenance ................................................................................. 19
       8.2    Replacement of Parts ........................................................................ 20
       8.3    Pooling of Parts ............................................................................ 21
       8.4    Alterations, Modifications and Additions .................................................... 21

Section 9.    General Indemnity............................................................................ 23

<PAGE>

Section 10.   Loss, Destruction, Requisition, Etc ......................................................... 28
       10.1   Event of Loss with Respect to Airframe ...................................................... 28
       10.2   Event of Loss with Respect to an Engine ..................................................... 28
       10.3   Application of Payments ..................................................................... 30
       10.4   Requisition of Aircraft for Use by the Government ........................................... 30
       10.5   Application of Payments During existence of Event of Default ................................ 31

Section 11.   Insurance ................................................................................... 31
       11.1   Liability and Hull Insurance ................................................................ 31
       11.2   Government Indemnity ........................................................................ 33
       11.3   Certificates of Insurance ................................................................... 33
       11.4   Application of Insurance Proceeds ........................................................... 34

Section 12.   Inspection .................................................................................. 34

Section 13.   Assignment .................................................................................. 34
       13.1   Assignment by Lessee ........................................................................ 34
       13.2   Assignment by Lessor ........................................................................ 35

Section 14.   Events of Default ........................................................................... 36

Section 15.   Remedies .................................................................................... 37
       15.1   Default; Remedies ........................................................................... 37
       15.2   No Waiver, Etc .............................................................................. 38

Section 16.   Notices ..................................................................................... 38

Section 17.   Lessee's Obligations; Lessor's Breach ....................................................... 39
       17.1   Lessee's Obligations ........................................................................ 39
       17.2   Lessor's Breach; Right of Setoff ............................................................ 39

Section 18.   Confidentiality ............................................................................. 39

Section 19.  [Reserved] ................................................................................... 40

Section 20.   Right to Perform for Lessee ................................................................. 40

Section 21.   Quiet Enjoyment ............................................................................. 40

Section 22.   Investment of Funds ......................................................................... 40

Section 23.   Additional Covenants of Lessee .............................................................. 40
       23.1   Maintenance of Status ....................................................................... 40
       23.2  [Reserved] ................................................................................... 40
       23.3   Financial Information ....................................................................... 41

Section 24.   Miscellaneous ............................................................................... 41
</TABLE>


                                       2
<PAGE>

Exhibit A     Sublease Supplement
Schedule 1    Certain Financial Terms
Schedule 2    Return Conditions


                                       3
<PAGE>

         SUBLEASE AGREEMENT 084, dated as of December 8, 2000, between HAWAIIAN
AIRLINES, INC., a Hawaii corporation  ("Lessee"), and CONTINENTAL AIRLINES,
INC., a Delaware corporation ("Lessor").

         Lessor and Lessee agree as follows:

         Section 1. DEFINITIONS. Unless the context otherwise requires, the
following terms shall have the following meanings for all purposes of this
Sublease and shall be equally applicable to both the singular and the plural
forms of the terms herein defined. Any agreement referred to below shall mean
such agreement as amended, supplemented and modified from time to time in
accordance with its respective terms.


         "Act" means that portion of the United States Code comprising the
provisions formerly referred to as the Federal Aviation Act of 1958, as amended
from time to time.


         "Affiliate" means, with respect to any Person, any other Person which,
directly or indirectly, controls or is controlled by or is under common control
with such Person.


         "Aircraft" means the Airframe, together with the three Engines
described on the Sublease Supplement for the Airframe (or any Replacement Engine
substituted for either of such Engines hereunder), whether or not any of such
initial or Replacement Engines may from time to time be installed on such
Airframe or may be installed on any other airframe or on any other aircraft,
together with the records, manuals and documents pertaining to the Aircraft.


         "Airframe" means (i) the McDonnell Douglas Model DC-10-30 aircraft
(excluding Engines or engines from time to time installed thereon) described on
the Sublease Supplement executed on the Delivery Date and subleased hereunder by
Lessor to Lessee, and (ii) any and all Parts so long as the same shall be
incorporated in such airframe and any and all Parts removed from such airframe
so long as title to such Parts shall remain vested in Lessor in accordance with
the terms of Section 8.


         "Basic Rent" means the rent payable for the Aircraft pursuant to
Section 3.2 during the Term.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which banks are required or authorized to close in New York, New York or
Honolulu, Hawaii. Any reference in this Sublease to "days" shall mean calendar
days unless Business Days are specified.


         "Code" means the United States Internal Revenue Code of 1986, as
amended from time to time.

         "Continental Indemnitee" means Lessor and its successors, assigns,
affiliates, directors, officers, employees, agents and servants.


                                       1
<PAGE>


         "Default" means any event or condition which, with notice or lapse of
time or both, would constitute an Event of Default.


         "Delivery Date" means the date of the Sublease Supplement relating to
the Aircraft, which date shall be the date on which the Aircraft is delivered to
and accepted by Lessee and subleased to Lessee hereunder and which date shall be
on or around December 15, 2000.


         "DOT" means the United States Department of Transportation or any
governmental person, agency or authority succeeding to the functions of such
Department of Transportation.


         "Engine" means (i) each of the three General Electric Model CF6-50C2
engines identified by manufacturer's serial number on the Sublease Supplement
subjecting the Airframe to this Sublease, whether or not from time to time
installed on such Airframe or installed on any other airframe or on any other
aircraft and (ii) any Replacement Engine, whether or not from time to time
installed on the Airframe or any other airframe or on any other aircraft,
together in each case with any and all Parts incorporated in such Engine and any
and all Parts removed from such Engine so long as title to such Parts shall
remain vested in Lessor in accordance with the terms of Section 8. At such time
as a Replacement Engine shall be substituted hereunder and the Engine for which
the substitution is made shall be released, such replaced Engine shall cease to
be an Engine hereunder. The term "Engines" means as of any date of
determination, all Engines then subleased hereunder, including any Replacement
Engine.


         "Equipment" means, as of any date of determination and as the context
may require, any or all of the Aircraft, Airframe and Engines subleased to the
Lessee hereunder on such date. An "item of Equipment" means the Airframe or any
or all of the Engines, as the context may require.


         "Escrow Agreement" shall mean the escrow agreement referred to in
Section 3.2(c) that shall be entered into by Lessor, Lessee and an escrow agent
to be chosen by both of them for the deposit and withdrawal of Heavy Maintenance
Reserves.


         "Events of Default" are listed in Section 14.

         "Event of Loss" means, with respect to the Aircraft, Airframe or any
Engine, any of the following events with respect to such property: (i) loss of
such property due to destruction, damage beyond economic repair or rendition of
such property unfit for normal use by Lessee by any cause whatsoever, or any
damage to such property which results in an insurance settlement with respect to
such property on the basis of a total loss or a constructive total loss; (ii)
the disappearance, loss, theft, hijacking, condemnation, confiscation or seizure
of, or requisition of use or title of, such property for a period in excess of
180 days, other than a requisition for use by the Government provided (at
Lessor's election, as provided in Section 10.4) that such requisition of use
does not extend beyond the end of the Term; (iii) any divestiture of title to an
Engine treated as an Event of Loss pursuant to Section 7.2 or other provision
hereof; or (iv) the operation or location of such property, while under
requisition for use by the Government, in any area excluded from coverage by any
insurance policy in effect with respect thereto required by the terms of Section
11, if Lessee shall be unable to obtain an indemnity in lieu thereof from the


                                       2
<PAGE>


Government on the terms provided in Section 11.2. An Event of Loss with respect
to the Aircraft shall be deemed to have occurred if an Event of Loss occurs with
respect to the Airframe which constitutes a part of the Aircraft.


         "FAA" means the Federal Aviation Administration or any governmental
person, agency or other authority succeeding to the functions of the Federal
Aviation Administration.


         "Facility Lien" means any Lien on the Aircraft or the Sublease granted
to or for the benefit of a financial institution or other Person(s) (the
"Lender") in connection with any financing of the Aircraft, which Facility Lien
shall meet the conditions set forth in Section 4.2(f).


         "Government" means the federal government of the United States of
America or any instrumentality or agency thereof whose obligations are backed by
the full faith and credit of the United States of America.


         "Head Lease" means (a) in the case of the Airframe, Lease Agreement 084
dated as of February 3, 1997 (as supplemented, amended and assigned) between
First Security Bank, National Association, as owner trustee and lessor, and
Lessor, as lessee, and (b) in the case of any Engine not owned by Lessor and not
covered by such Lease Agreement 084, the lease agreement covering such Engine.


         "Head Lessor" means (a) in the case of the Airframe, First Security
Bank, National Association, as owner trustee and lessor under the Head Lease
referred to in clause (a) of the definition of "Head Lease" or any of its
successors and assigns in such capacity, and (b) in the case of any Engine not
owned by Lessor and not covered by the Head Lease referred to in clause (a) of
the definition of "Head Lease", the lessor under the relevant Head Lease
referred to in clause (b) of the definition of "Head Lease" covering such
Engine.


         "Head Lessor Lien" means (i) a Facility Lien, (ii) the Liens on the
Airframe and Engines arising under the Head Leases, (iii) any Lien on the
Airframe or any Engine created by a Head Lessor or Owner or resulting from the
affirmative act of the Head Lessor or Owner that is not related to or expressly
permitted by the Sublease or consented to by Lessee, (iv) any Lien on the
Airframe or any Engine resulting from claims against a Head Lessor or Owner not
related to the transactions contemplated by this Sublease, and (v) any Lien
resulting from Taxes imposed against a Head Lessor or Owner which are not
indemnified against by Lessee.


         "Heavy Maintenance Reserves" means the monthly payments by Lessee to be
made pursuant to Section 3.2(c).

         "Indemnitee" means Lessor, each Head Lessor, Owner, Lender, if any,
their respective successors, permitted assigns, affiliates, directors, officers,
agents, trustees and employees.


         "Lease Adjustment Payments" has the meaning specified in Section
3.2(d).

         "Lender" means any bank or other financial institution providing debt
financing to the Head Lessor or Owner of the Airframe or an Engine.


                                       3
<PAGE>


         "Lessor" means Continental Airlines, Inc.

         "Lessor Liens" means any Liens of any duly authorized Person or Person
with apparent authority claiming by, through or under Lessor which arise as a
result of (i) claims against any such Person not related to or expressly
permitted by this Sublease, (ii) any act or omission of any such Person which is
not expressly permitted by this Sublease, (iii) taxes or expenses imposed
against any such Person (or the consolidated group of taxpayers of which it is a
member) for which Lessee is not obligated to indemnify pursuant to Section 9
hereof or (iv) claims against any such Person arising out of any transfer by
such Person of its interest in the Aircraft or the Operative Agreements, other
than a transfer resulting from Lessor's exercise of remedies pursuant to Section
15.


         "Lien" means any mortgage, pledge, lien, encumbrance, lease, security
interest or claim affecting the title to or any interest in property subject to
the Operative Agreements.


         "MSA" means the Maintenance Services Agreement dated as of [October 26,
1999] between Lessee and Lessor, as amended.


         "Officer's Certificate" means a certificate signed by the Chairman, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or Assistant Secretary of the Person providing such certificate.


         "Operative Agreements" means this Agreement and each Sublease
Supplement.

         "Overdue Rate" means the Prime Rate plus 150 basis points.

         "Owner" means (a) with respect to the Airframe, AII DC-10-30-46991,
Inc., the beneficial owner of the Airframe, and its successors and assigns, and
(b) with respect to any Engine not covered by the Head Lease referred to in
clause (a) of the definition of "Head Lease", the beneficial owner of such
Engine.


         "Parts" means all appliances, parts, instruments, avionics,
appurtenances, accessories, furnishings and other equipment or components of
whatever nature (other than complete Engines or engines and other than Removable
Parts) which are from time to time incorporated in the Airframe or any Engine or
so long as title to such Parts shall remain vested in Lessor in accordance with
Section 8 hereof after removal from the Airframe or any Engine.


         "Permitted Lessor / Head Lessor Liens" is defined in Section 4.2(f).

         "Permitted Lien" means any Lien referred to in clauses (a) through (i)
of Section 6.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.


                                       4
<PAGE>


         "Prime Rate" means the rate per annum announced from time to time by
the head office of The Chase Manhattan Bank, N.A. as its prime or base lending
rate.


         "Rent" means Basic Rent and Supplemental Rent.

         "Rent Payment Date" means the 31st day after the Delivery Date and the
same day of each month thereafter during the Term.


         "Replacement Engine" means a General Electric Model CF6-50C2 engine (or
an improved make and/or model engine suitable for installation and use on the
Airframe) which shall have been substituted for an Engine subleased hereunder
pursuant to the applicable terms hereof.


         "Securities Act" means the Securities Act of 1933, as amended.

         "Security Deposit" means the initial security deposit and the
additional security deposit in each case referred to in Section 2.7.


         "Stipulated Loss Value" means the amount designated as Stipulated Loss
Value on Schedule 1 hereto.

         "Sublease", "this Sublease", "this Agreement", "hereby", "herein",
"hereof", "hereunder", or other like words mean this Sublease Agreement 084,
including without limitation supplementation hereof by one or more Sublease
Supplements.


         "Sublease Supplement" means a supplement to this Sublease substantially
in the form attached as Exhibit A hereto, subjecting the Aircraft or other
property to this Sublease.


         "Supplemental Rent" means all amounts, liabilities and obligations
(other than Basic Rent) which Lessee assumes or agrees to pay to Lessor or any
other Person hereunder, including, without limitation, (i) Stipulated Loss Value
payments, (ii) all amounts required to be paid by Lessee under the indemnities
contained in Section 9 hereof and (iii) Lease Adjustment Payments.


         "Term" means the term for which the Aircraft is subleased pursuant to
Section 3 hereof.


         Section 2.  DELIVERY AND ACCEPTANCE.

         2.1 AGREEMENT TO SUBLEASE. Subject to satisfaction of the applicable
conditions contained in Section 2.3 below, Lessor hereby agrees to tender
delivery of the Aircraft on the Delivery Date at Honolulu, Hawaii and
simultaneously to sublease to Lessee hereunder, and subject to satisfaction of
the applicable conditions contained in Section 2.2 below, Lessee hereby agrees
to accept such delivery and to sublease from Lessor hereunder the Aircraft. By
execution and delivery of the Sublease Supplement regarding the Aircraft, (i)
Lessor and Lessee shall each confirm the satisfaction of the conditions
contained in Section 2.3 and 2.2, respectively, below and (ii) Lessee shall
confirm to Lessor that Lessee has irrevocably accepted the Aircraft for all


                                       5
<PAGE>

purposes hereof. Lessee shall inspect the Aircraft on or prior to the Delivery
Date and will become knowledgeable as to its operating condition.


         2.2 CONDITIONS PRECEDENT TO SUBLEASE OF AIRCRAFT BY LESSEE. Lessee's
obligation to sublease the Aircraft under the Sublease shall be subject to the
following having been complied with to the satisfaction of or waived by Lessee
on or before the Delivery Date, each document, instrument or opinion referred to
below to be reasonably satisfactory in form and substance to Lessee:


         2.2.1 AUTHORIZATION, EXECUTION AND DELIVERY OF DOCUMENTS. The Lessor
shall have duly authorized, executed and delivered the Operative Agreements, the
Escrow Agreement and the MSA, and all such agreements shall be in full force and
effect on the Delivery Date.


         2.2.2 OPINIONS OF COUNSEL. Lessee shall have received a favorable
opinion of counsel to Lessor as to the matters referred to in Sections 2.2.1,
4.2(a), 4.2(b) and the first clause of 4.2(c) hereof and the opinion of special
FAA counsel referred to in Section 2.3.6 below.


         2.2.3 REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Lessor contained in Section 4.2 hereof shall be true and correct
on and as of the Delivery Date as though made on and as of the Delivery Date
(except to the extent that such representations and warranties relate solely to
an earlier date in which case such representation or warranties shall be true
and correct as of such earlier date).


         2.2.4 NO LOSS OR DESTRUCTION OF THE AIRCRAFT. Neither the Airframe nor
any Engine shall have suffered an Event of Loss or damage that affects the
operation, utility or performance of the Aircraft and cannot be repaired in
accordance with the maintenance manual or manufacturer's guidelines within 45
days.


         2.2.5 DELIVERY CONDITION OF AIRCRAFT. Lessor shall have complied with,
and satisfied, the covenants set forth in Section 2.4 hereof, Lessee shall have
completed its inspection and acceptance flight of the Aircraft as provided in
Section 2.4 and the Aircraft shall have met the requirements of the delivery
condition set forth in Section 2.4 or Lessor and Lessee shall have entered into
an agreement to address any failure to satisfy any of the foregoing.


         2.2.6 LIENS. Lessor shall have delivered a certificate from an officer
of Lessor stating that there is no Lessor Lien or, to Lessor's knowledge, Head
Lessor Lien on the Aircraft other than any Permitted Lessor/Head Lessor Liens.


         2.2.7 FILING. On such Delivery Date, the Sublease and the Sublease
Supplement for the Aircraft shall have been duly filed with the FAA pursuant to
the Act.


         2.2.8 ALL NECESSARY APPROVALS. All necessary approvals for the
transactions set forth in this Sublease have been obtained, including without
limitation, the final approvals of Head Lessor and Owner.


                                       6
<PAGE>


         2.3. CONDITIONS TO SUBLEASE OF AIRCRAFT BY LESSOR. The obligation of
Lessor to sublease the Aircraft to Lessee on the Delivery Date is subject to the
following conditions having been complied with to the satisfaction of or waived
by Lessor on or before the Delivery Date (each document, instrument, certificate
or opinion referred to below to be reasonably satisfactory in form and substance
to Lessor):


         2.3.1 AUTHORIZATION, EXECUTION AND DELIVERY OF DOCUMENTS. The Operative
Agreements, the MSA and the Escrow Agreement shall have been duly authorized,
executed and delivered by Lessee and shall be in full force and effect on the
Delivery Date.


         2.3.2 REPRESENTATIONS AND WARRANTIES CORRECT; EVENT OF DEFAULT. After
giving effect to the sublease of the Aircraft pursuant to this Agreement, the
representations and warranties of Lessee contained in Section 4.1 hereof shall
be true and correct on and as of the Delivery Date as if such representations
had been made on and as of the Delivery Date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties shall be correct on and as of such earlier
date), and (ii) no Event of Default shall have occurred and be continuing.


         2.3.3 INSURANCE CERTIFICATES. Lessor shall have received a broker's
report and insurance certificates signed by Lessee's regularly retained
independent aircraft insurance broker or brokers evidencing Lessee's due
compliance with the insurance provisions of the Sublease.


         2.3.4 FILING. On such Delivery Date, the Sublease and the Sublease
Supplement for the Aircraft shall have been duly filed with the FAA pursuant to
the Act.


         2.3.5 OPINION OF COUNSEL FOR LESSEE. Lessor shall have received a
favorable opinion from counsel to Lessee as to the matters referred to in
Sections 2.3.1, 4.1(a), 4.1(b) and 4.1(d).


         2.3.6 OPINION OF OKLAHOMA CITY COUNSEL. Lessor and Lessee shall have
received a favorable written opinion or opinions addressed to them from Lytle,
Soule & Curlee, special counsel in Oklahoma City, the cost of which shall be
borne equally by Lessor and Lessee.


         2.3.7 NO LOSS OR DESTRUCTION OF THE AIRCRAFT. Neither the Airframe nor
any Engine shall have suffered an Event of Loss or damage that affects the
utility, operation or performance of the Aircraft and cannot be repaired in
accordance with the maintenance manual or manufacturer's guidelines within 45
days.


         2.3.8 ADOPTION BY LESSEE OF CONTINENTAL'S MAINTENANCE PROGRAM. Lessee
shall have adopted Lessor's "Maintenance Program" with respect to the Airframe
(as such term is defined in the MSA), as contemplated by Article 3.G of the MSA.


         2.4.     AIRCRAFT DELIVERY CONDITION; INSPECTION.  Lessor covenants
that prior to the Delivery Date,

         (a) Lessee or its representatives will be entitled to complete a
standard ground and test flight inspection of the Aircraft including log books
and records and shall not be required to


                                       7
<PAGE>

accept the Aircraft unless the condition of the Aircraft is reasonably
satisfactory;

         (b) the Aircraft will be equipped with a 28 first class and 254 coach
seating configuration and painted with Lessee's tail and fuselage logo against
Lessor's existing white and gray paint scheme, unless mutually agreed to
otherwise;

         (c) Lessor will provide one shipset of galley equipment and 26 LD3
containers and one additional shipset of galley equipment, which additional
shipset shall be delivered to Lessee in Los Angeles, separately from the
Aircraft;

         (d) the Aircraft shall

                  (1)      have a currently valid Standard Certificate of
                           Airworthiness issued by the FAA and be fully equipped
                           with three Engines or other engines meeting the
                           requirements of Replacement Engines;


                  (2)      be in good operating condition, ordinary wear and
                           tear excepted;

                  (3)      comply with all outstanding Federal Aviation
                           Regulations, Airworthiness Directives and mandatory
                           Service Bulletins affecting the Aircraft which by
                           their terms require compliance on or before the
                           Delivery Date;


                  (4)      Adhere strictly to the corrosion prevention and
                           treatment cards as prescribed in the Lessor's
                           maintenance program in respect of the Aircraft;

                  (5)      Not have any open, deferred or placarded log book
                           items generated by the flight crew unless agreed upon
                           by both parties;

                  (6)      Have all windows in a serviceable condition in
                           accordance with the Lessor's maintenance manual;

                  (7)      Have all doors free moving, correctly rigged and
                           fitted with serviceable seals, in accordance with the
                           Lessor's maintenance manual limits;


                  (8)      Have all leading edges serviceable and clean in
                           accordance with the Lessor's maintenance manual.  Any
                           repairs to leading edges shall be in accordance the
                           Lessor's maintenance manuals;

                  (9)      Have all control surfaces clean by airline standards
                           and free of delamination in accordance with the
                           Lessor's maintenance manual;

                  (10)     Have all unpainted cowlings and fairings clean by
                           airline standards and tightly fitted in accordance
                           with the Lessor's maintenance manual limits;


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<PAGE>

                  (11)     Have both wings free of fuel leaks in accordance with
                           the Lessor's maintenance manual limits with any
                           repairs thereto being permanent repairs;


                  (12)     Have the ceilings, sidewalls and bulkhead panels
                           clean, free of major cracks and stains in accordance
                           with the Lessor's maintenance manual limits;


                  (13)     Have all carpets and seat covers in a good condition
                           (normal wear and tear excepted) clean and stain-free
                           by normal limits in good condition (normal wear and
                           tear excepted);


                  (14)     Have all seats and frames thereof serviceable in
                           accordance with the Lessor's maintenance manual
                           limits and be in good condition (normal wear and tear
                           excepted);


                  (15)     Have all signs and decals clean and legible by
                           Lessor's normal standards; and

                  (16)     Have all required emergency equipment in good working
                           order.

         (e) Lessor will request a letter, satisfactory to Lessee, from the Head
Lessor and Owner of the Airframe agreeing not to disturb Lessee's possession and
use of the Aircraft unless an Event of Default occurs hereunder.


For the avoidance of doubt, the standard ground inspection referred to in clause
(a) above shall not include borescoping the Engines or auxiliary power unit or
the opening of any access panels.


         2.5. RECONFIGURATION AND PAINTING COSTS. Any start-up costs associated
with the reconfiguration and painting of the Aircraft as shall be for the
account of Lessee and shall be paid, or deducted from the Security Deposit and
reconciled, within 30 days after receipt by Lessee of an invoice for such
start-up costs but in no event, more than 90 days from Delivery Date.


         2.6. REIMBURSEMENT OF COSTS. (a) If the transactions set forth in this
Sublease do not occur or the Aircraft is not otherwise delivered pursuant hereto
- in either case due to the failure of Lessor to obtain the final approvals set
forth in Section 2.2.8, then (1) Lessor shall reimburse Lessee for the
reasonable actual costs and expenses associated with the documentation of such
transactions, including without limitation, attorneys' fees and the costs of
preparation and review of documents, (2) Lessee shall reimburse Lessor for the
start-up costs referred to in Section 2.5; (3) Lessor shall refund the Security
Deposit to Lessee, less deduction for any unpaid amounts under the preceding
clause (2) of this paragraph (a); (4) this Sublease shall terminate and (5)
neither party shall have any further obligation to the other party hereunder.

         (b) If the transactions set forth in this Sublease do not occur because
Lessee and Lessor disagree as to whether the Aircraft meets the delivery
conditions set forth in Section 2.4(a) and


                                       9
<PAGE>

(b), each party acting reasonably, then (1) each party shall bear its own actual
costs and expenses associated with the documentation of such transactions,
including without limitation, attorneys' fees and the costs of preparation and
review of documents, (2) Lessee shall reimburse Lessor for the start-up costs
referenced in Section 2.5 and for any costs incurred or that will be incurred by
Lessor to reconfigure the Aircraft back to its previous configuration and
restore the previous colors, (3) Lessor shall refund the Security Deposit to
Lessee, less deduction for any unpaid amounts under the preceding clause (2) of
this paragraph (b); (4) this Sublease shall terminate and (5) neither party
shall have any further obligation to the other party hereunder.


         2.7 SECURITY DEPOSIT. Lessor acknowledges receipt from Lessee of an
initial security deposit in the amount set forth on Schedule 1 hereto opposite
the caption "Initial Security Deposit" in cash. Within two Business Days of the
signing of this Sublease, Lessee shall provide to Lessor an additional security
deposit in the amount set forth on Schedule 1 hereto opposite the caption
"Additional Security Deposit" in cash, which together with the initial security
deposit, shall be a security deposit for Lessee's obligations under Sections 2.5
and 2.6 of this Sublease Agreement. If the delivery of the Aircraft under the
Sublease Agreement shall not be consummated due to Lessee's failure to satisfy
the closing conditions contained in Sections 2.3.1 through 2.3.8 or due to
Lessee's failure to perform its obligations under Section 2.1, Lessor shall
return the Security Deposit, less deduction for any unpaid amounts under clause
(2) of Section 2.6(b). If the delivery of the Aircraft does not occur because of
the inability of Lessor to satisfy the closing conditions set forth in Sections
2.2.1 through 2.2.7, Lessor shall refund the entire Security Deposit (without
interest) to Lessee. Upon delivery of the Aircraft to, and acceptance by,
Lessee, Lessor shall return the Security Deposit to Lessee less the
reconfiguration costs. Said reconfiguration costs shall be fully documented by
Lessor and provided to Lessee.



         Section 3.  TERM AND RENT.

         Section 3.1. TERM. Unless otherwise earlier terminated pursuant to the
provisions hereof, the term of this Sublease with respect to the Aircraft shall
commence on the Delivery Date thereof and shall continue until May 18, 2002.


         Section 3.2. BASIC RENT AND MAINTENANCE RESERVES. (a) Lessee hereby
agrees to pay Basic Rent to Lessor in arrears throughout the Term in monthly
installments on each Rent Payment Date, with each such installment of Basic Rent
being in an amount equal to the amount designated as monthly Basic Rent on
Schedule 1 hereto.

                  (b) Notwithstanding the foregoing, if Lessee fails to return
the Aircraft to Lessor on or before the anticipated last day of the Term (i.e.,
May 18, 2002) in the condition required hereunder, Basic Rent shall accrue
thereafter until the Aircraft is so returned at a monthly amount equal to the
amount designated as monthly "Holdover Basic Rent" on Schedule 1 hereto;
PROVIDED, HOWEVER, that notwithstanding the foregoing, (1) Basic Rent shall
accrue at the regular monthly Basic Rent amount and not at the Holdover Basic
Rent amount for up to five days after May 18, 2002 for so long as (W) the
redelivery location designated by Lessor pursuant to Article 5 is not Houston,
Texas, Los Angeles, California or Honolulu, Hawaii, (X) Lessee is unable to
return the Aircraft as a result of conditions or events that are not within
Lessee's


                                       10
<PAGE>

control or power to avoid or prevent, (Y) Lessee has ceased commercial operation
of the Aircraft and (Z) Lessee makes diligent efforts to return the Aircraft,
and (2) no Basic Rent shall accrue whatsoever if Lessee's failure to return the
Aircraft on the date set forth herein is a result of the failure of Lessor to
perform its obligations under the MSA. If the conditions or events mentioned in
clause (X) of the preceding sentence continue to prevent Lessee from returning
the Aircraft by May 24, 2002, beginning on that date and continuing until the
Aircraft is returned in the condition required hereunder, Basic Rent shall
accrue at the daily rate designated as "Holdover Basic Rent" on Schedule 1
hereto.


         (c) During the first 12 months of the Term, not later than the fifth
day of each calendar month, Lessee shall make payment in respect of the Heavy
Maintenance Reserves in an amount equal to the amount set forth on Schedule 1
hereto opposite the caption "Heavy Maintenance Reserve" for a total of twelve
such payments. Until the completion of the mid-D check on the Aircraft due in
June 2001, Lessee shall make the Heavy Maintenance Reserve payments to an
interest-bearing account controlled jointly by Lessor and Lessee and identified
in the Escrow Agreement. After the mid-D check on the Aircraft is completed, the
Lessee shall pay the remaining monthly Heavy Maintenance Reserve payments
directly to the Lessor on the fifth day of each calendar month, and upon receipt
by Lessor of such payments, such payments shall become property of Lessor, and
Lessor shall not be required to return any portion of such payments to Lessee.
Any fees, costs and expenses payable under the Escrow Agreement shall be
deducted from interest earned on the Heavy Maintenance Reserves, and the Lessor
shall retain all interest on the escrowed amount of Heavy Maintenance Reserves.


         If the total cost of the mid-D Check on the Aircraft exceeds the amount
identified as "mid-D Check Estimate" in Schedule 1, then Lessee shall pay to
Lessor, within 30 days of the completion of the mid-D Check, in immediately
available funds an amount equal to the lesser of (A) one-half of the amount by
which the actual cost of the mid-D Check exceeds the mid-D Check Estimate and
(B) ______.

         If the total cost of the mid-D Check on the Aircraft is less than the
amount identified as "mid-D Check Estimate" in Schedule 1, then Lessee shall
receive a credit equal to one-half of the amount by which the mid-D Check
Estimate exceeds the actual cost of the mid-D Check, such credit to be applied
to the remaining Heavy Maintenance Reserve payments in inverse order of the date
on which such payments are due.


         Following completion of the mid-D Check on the Aircraft, Lessor and
Lessee shall execute a joint instruction under the Escrow Agreement releasing
the escrowed Heavy Maintenance Reserves, together with all interest accrued
thereon, to Lessor or as Lessor directs so long as the MSA is in effect or, if
the MSA is not then in effect, to the facility performing the heavy maintenance
work (the "Maintenance Facility") and in either case in accordance with any
applicable requirements regarding time and manner of payment of the heavy
maintenance provider performing such work.


         (d) Not later than the fifth day of each calendar month after the
commencement of the Term, Lessee shall deliver to Lessor a report showing the
flight hours flown by the Aircraft for the preceding calendar month and shall
make payment to Lessor in an amount equal to the sum


                                       11
<PAGE>

of (1) the product of (X) the number of flight hours flown by the Aircraft
during such month and (Y) the amount set forth on Schedule 1 hereto opposite the
caption "D Check Financial Adjustment" and (2) the product of (A) the number of
flight hours flown by the Aircraft during such month and (B) the amount set
forth on Schedule 1 hereto opposite the caption "Landing Gear Financial
Adjustment"; provided that the number of flight hours used in computing the
amount of the monthly payments (which are collectively referred to herein as
"Lease Adjustment Payments") shall not be less than ______ flight hours. Upon
payment to the Lessor, the Lease Adjustment Payments shall become property of
Lessor, and Lessor shall not be required to return any portion of the Lease
Adjustment Payments to Lessee.


         Section 3.3. SUPPLEMENTAL RENT. Lessee also agrees to pay to Lessor, or
to whomsoever shall be entitled thereto, any and all Supplemental Rent when and
as the same shall become due and owing. Lessee will also pay to Lessor, or to
whomsoever shall be entitled thereto as Supplemental Rent, to the extent
permitted by applicable law, interest at the Overdue Rate on any part of any
installment of Basic Rent or Supplemental Rent not paid when due for any period
from and including the date on which the same was due to but excluding the date
of payment in full.


         Section 3.4. PAYMENTS. Payments of Basic Rent and any and all other
payments payable to Lessor hereunder shall be paid in funds of the United States
of America which shall be immediately available not later than 1:00 p.m., New
York City time, on the date due by wire transfer to the account of Lessor, at
The Chase Manhattan Bank, ABA Number 021 0000 21, Account Number ______, Ref:
Sublease 084, or to such other financial institution located in the continental
United States as directed by Lessor in writing to Lessee at least three Business
Days prior to the due date of such payment. Whenever any payment of Rent or
other payment to be made hereunder shall be due on a day which is not a Business
Day, such payment shall be made on the next succeeding day which is a Business
Day and (provided such payment is made on such next succeeding Business Day) no
interest shall accrue with respect to such amount from such scheduled payment
date to such next Business Day, provided that if such next succeeding Business
Day is more than two calendar days after the date on which such payment is due,
such payment shall be made on the preceding Business Day.


         Section 4.  REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMERS.

         4.1  OF LESSEE. Lessee hereby makes the following representations,
warranties and covenants to Lessor:

                  (a) ORGANIZATION, ETC. Lessee is a corporation duly organized
and validly existing in good standing under the laws of the State of Hawaii and
has the corporate power and authority to perform its obligations under the
Operative Agreements to which it is a party.


                  (b) AUTHORIZATION, ETC. The Operative Agreements to which it
is a party have been duly authorized by all necessary corporate action on the
part of Lessee, do not require any approval of the stockholders of Lessee (or if
such approval is required, such approval has been obtained), and neither the
execution and delivery hereof nor the consummation of the transactions
contemplated hereby nor compliance by Lessee with any of the terms and
provisions


                                       12
<PAGE>

hereof will contravene its Certificate of Incorporation or By-Laws or any law or
governmental rule or regulation (as in effect on the date this representation is
made) applicable to Lessee or result in any breach of, or constitute any default
under, or result in the creation of any Lien (other than Permitted Liens) upon
any property of Lessee under any material indenture, mortgage or other agreement
to which Lessee is a party or by which Lessee or its properties or assets may be
bound.

                  (c) CONSENTS. Lessee has received or has complied with every
necessary consent, approval, order, or authorization of, or registration with,
or the giving of prior notice to, any federal or state governmental authority
having jurisdiction over Lessee required to be received or complied with on or
prior to the Delivery Date to the extent required for the Lessee to execute and
deliver the Operative Agreements to which it is a party currently in effect and
to perform any of the transactions contemplated hereby and thereby.

                  (d) ENFORCEABILITY, ETC. The Operative Agreements to which it
is a party have been (or, upon execution thereof by Lessee, will be) duly
executed and delivered by Lessee, and the Operative Agreements to which it is a
party will, upon execution and delivery by the other party or parties thereto,
constitute (or, upon execution thereof by Lessee, shall constitute) legal,
valid, and binding obligations of Lessee, enforceable in accordance with their
respective terms except as enforcement thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws and general
principles of equity.

                  (e) NO LIENS.  On the Delivery Date, the Aircraft shall be
free and clear of all Liens (other than Permitted Liens) attributable to Lessee.

                  (f) NO DEFAULTS.  No Event of Default or event that, with the
giving of notice or lapse of time or both, would become such Event of Default
has occurred and is continuing.

         4.2.     OF LESSOR.  Lessor hereby makes the following representations,
warranties and covenants to Lessee:

                  (a) ORGANIZATION, ETC. Lessor is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to enter into and perform
its obligations under the Operative Agreements.


                  (b) AUTHORIZATION, ETC. The Operative Agreements have been
duly authorized, executed and delivered by Lessor, do not require any approval
of its stockholders or consent of any trustee or holder of any of its
indebtedness or other obligations for borrowed money or any instrument or
agreement with respect thereto and assuming the due authorization, execution,
and delivery by the other parties thereto constitute legal, valid and binding
obligations of Lessor enforceable against it in accordance with their respective
terms except as enforcement thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization or other similar laws and general principles of
equity.


                  (c) NO VIOLATION. Neither the execution, delivery or
performance by Lessor of the Operative Agreements nor the consummation of any of
the transactions by Lessor



                                       13
<PAGE>

contemplated thereby contravenes any law, regulation, order or judgment
applicable to or binding on Lessor, or any provision of the charter or by-laws
(each as amended to date) of Lessor or will result in the creation of a Lien on
any part of the Aircraft under, or will result in a breach of, or constitute a
default under, or contravene any provisions of, any contract, agreement or
instrument to which Lessor is a party or by which it or its properties are
bound, except for the Liens of the Operative Agreements.


                  (d) NO CONSENTS OR APPROVALS. Neither the execution, delivery
or performance by Lessor of the Operative Agreements nor the consummation by
Lessor of any of the transactions contemplated thereby requires the consent or
approval of, the giving of notice to, the registration with, the recording or
filing of any documents with, or the taking of any other action in respect of,
any Federal, state or local governmental commission, authority, agency or body
except for the filings and recordings of this Sublease and the Sublease
Supplement with the FAA and filings, if any, made pursuant to any routine
recording or regulatory requirements applicable to Lessor.


                  (e) U.S. CITIZENSHIP. As of the date hereof to Lessor's
knowledge, each of the Owner and Head Lessor of the Airframe is a "citizen of
the United States," as defined in Section 40102(a)(15) of the Act. If either the
Owner or Head Lessor of the Airframe is not now or ceases to be a "citizen of
the United States" within the meaning of the foregoing definition, LESSOR agrees
to take appropriate measures under the Head Lease with respect to the Airframe
to prevent deregistration of the Airframe under the Act or limitation on use or
operation of the Aircraft.


                  (f) LESSOR'S LIENS. There is no Lien on the Aircraft
attributable to Lessor or to Lessor's knowledge, Head Lessor or Owner except for
(i) Liens of the type identified in clauses (a), (b), (f), (g) and (h) of
Section 6 hereof, (ii) a Facility Lien with respect to the Airframe in favor of
Summit Bank and (iii) with respect to Engines only, Liens in favor of a Head
Lessor, Owner or Lender so long as such Person does not interfere with Lessee's
possession and use of such Engine (collectively, "Permitted Lessor / Head Lessor
Liens"). Lessor shall, at its own cost and expense, promptly take such action as
may be necessary to discharge duly any Head Lessor Lien or Lessor Lien on the
Airframe or any part thereof other than a Permitted Lessor / Head Lessor Lien.
In addition, if any Head Lessor, Owner or Lender holding a Lien on an Engine
shall interfere with Lessee's use and possession of such Engine, Lessor shall
(a) provide Lessee with a replacement engine for use on the Airframe, (b) induce
such Head Lessor, Owner or Lender to enter into an engine exchange or (c) take
other appropriate steps to cure such interference. Lessor will indemnify and
hold harmless the Lessee from and against any loss, cost or expense (including
legal fees and expenses incurred by Lessee) as a result of the imposition or
enforcement against the Aircraft, or any part thereof, of any Lessor Lien or
Head Lessor Lien.

                  (g)      NO TRANSFER.  Lessor shall not transfer any interest
in the Aircraft or the Sublease except in compliance with Section 15.4.

                  (h) DISCLAIMERS. SUBJECT TO SATISFACTION OR WAIVER OF THE
CONDITIONS SET FORTH IN SECTION 2 HEREOF, LESSOR SUBLEASES AND LESSEE


                                       14
<PAGE>

EXPRESSLY AGREES TO TAKE THE AIRCRAFT "AS IS" AND LESSOR DOES NOT MAKE, HAS NOT
MADE AND SHALL NOT BE DEEMED TO HAVE MADE, AND EACH HEREBY EXPRESSLY DISCLAIMS,
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE,
AIRWORTHINESS, VALUE, CONDITION, COMPLIANCE WITH SPECIFICATIONS, DESIGN,
QUALITY, DURABILITY, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE
AIRCRAFT, OR ANY PART THEREOF, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS,
WHETHER OR NOT DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY
PATENT, TRADEMARK OR COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT
LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS
OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, OR ANY PART THEREOF, IT BEING
UNDERSTOOD THAT LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS AND THAT ALL RISKS OF ANY NATURE
INCIDENT THERETO ARE TO BE BORNE BY LESSEE.


         Lessor agrees to and does hereby authorize Lessee to exercise for the
account of Lessor such rights as Lessor may have under any warranty, express or
implied, with respect to the Aircraft condition required to be maintained by the
Lessee hereunder during the Term made by the manufacturer of the Airframe,
Engines or any Part thereof, any subcontractor or supplier thereof, or any other
seller thereof, and Lessor agrees to exert its diligent efforts, at Lessee's
expense, to enforce such rights as Lessor may have with respect thereto for the
benefit of Lessee; provided, however, that upon an Event of Default and
termination of this Sublease or upon the expiration of the Term in accordance
with the terms hereof all such rights shall immediately revert to Lessor.
Notwithstanding the foregoing, Lessor shall not be deemed to have assigned to
Lessee any such warranty unless the proceeds thereof are allocable to an
obligation that Lessee is required to perform hereunder.


         4.3 SUBORDINATION OF SUBLEASE TO HEAD LEASE. LESSEE ACKNOWLEDGES THAT
THIS SUBLEASE IS SUBJECT AND SUBORDINATE TO ALL THE TERMS OF THE RESPECTIVE HEAD
LEASES AND FACILITY LIENS COVERING THE AIRFRAME AND ENGINES, INCLUDING WITHOUT
LIMITATION THE RIGHTS OF THE HEAD LESSOR OF THE AIRFRAME TO REPOSSESSION
PURSUANT TO ARTICLE 14 OF THE HEAD LEASE AND SIMILAR REMEDIES IN FAVOR OF THE
HEAD LESSORS AND OWNERS OF THE ENGINES. WITHOUT LIMITING THE FOREGOING, THE HEAD
LESSORS AND OWNERS OF THE AIRFRAME AND THE ENGINES MAY AVOID OR TERMINATE THIS
SUBLEASE FOLLOWING AN EVENT OF DEFAULT UNDER THE HEAD LEASES AND FACILITY LIENS
COVERING SUCH EQUIPMENT. IF THE HEAD LESSOR OF THE AIRFRAME DECLARES THE HEAD
LEASE TO BE IN DEFAULT, THE LESSOR'S RIGHTS UNDER THIS SUBLEASE SHALL
AUTOMATICALLY BE DEEMED ASSIGNED AS SECURITY TO SUCH HEAD LESSOR.


         If as a result of an event of default under, or termination of, any
Head Lease or Facility Lien covering the Airframe or Engines, the rights of
Lessee under this Sublease are terminated, and no Event of Default by Lessee
under this Sublease has occurred and is continuing, then such event of default
under, or termination of, such Head Lease or Facility Lien shall be a breach by

                                       15
<PAGE>

Lessor under this Sublease that will entitle Lessee to all rights and remedies
in respect of such default under all applicable laws. In addition, Lessor agrees
to indemnify Lessee from and against any and all losses, costs and liabilities
incurred by Lessee resulting therefrom.


         Section 5. RETURN OF AIRCRAFT. Upon the expiration or termination of
this Sublease, Lessee will return the Aircraft to Lessor at Lessee's sole cost
and expense by delivering the same to Houston, Texas, or to any other location
approved by mutual agreement. At the time of such return, the Aircraft shall
meet the conditions set forth on Schedule 2 hereto and at such time if the
conditions set forth on Schedule 2 are satisfied, the parties shall execute such
documentation as each shall reasonably request evidencing the satisfaction of
such conditions and the termination of this Sublease (except for those
obligations herein expressly stated to survive the termination hereof).


         Section 6.  LIENS.

                  Lessee will not directly or indirectly create, incur, assume
or suffer to exist any Lien on or with respect to the Aircraft, the Airframe or
any Engine, title thereto or any interest therein except: (a) the respective
rights of the parties to the Operative Agreements; (b) the rights of others
under agreements or arrangements to the extent expressly permitted by the terms
of the Operative Agreements; (c) Lessor Liens; (d) Head Lessor Liens; (e)
Facility Liens; (f) liens for taxes, assessments or other governmental charges
either not yet due or being contested in good faith by appropriate proceedings
so long as such proceedings do not involve any material danger of the sale,
forfeiture or loss of the Aircraft, the Airframe or any Engine; (g)
materialmen's, mechanics', workers', repairers', employees' or other like Liens
for amounts the payment of which is either not yet delinquent for more than 60
days or is being contested in good faith by appropriate proceedings so long as
such proceedings do not involve any material danger of the sale, forfeiture or
loss of the Aircraft, the Airframe or any Engine; (h) Liens arising out of any
judgment or award unless the judgment secured shall not, within 60 days after
entry thereof, have been discharged or vacated or execution thereof stayed
pending appeal or shall not have been discharged, vacated or reversed within 60
days after the execution of such stay and provided such Lien presents no
material risk of the forfeiture or loss of the Aircraft, Airframe or any Engine
or of Lessor's interest therein, and (i) any other Lien with respect to which
Lessee shall have provided security in form and amount adequate in the
reasonable judgment of Lessor. Lessee will promptly take (or cause to be taken)
such action at its own expense as may be necessary duly to discharge any such
Lien not excepted above if the same shall arise at any time. If Lessee fails to
take such action, Lessee hereby authorizes Lessor to take such action at
Lessee's expense, and Lessee agrees to pay Lessor Supplemental Rent within 10
Business Days after written demand therefor by Lessor as reimbursement of any
amounts paid by Lessor to discharge any such non-excepted Lien, together with
any expenses associated with such discharge. In any event, all Liens referred to
in clauses (f), (g), (h) and (i) above shall be removed prior to return of the
Aircraft at the end of the Term.


         Section 7.   TITLE, REGISTRATION, OPERATION, POSSESSION AND RECORDS.

                                       16
<PAGE>

                  7.1  TITLE, REGISTRATION AND OPERATION.

                           (a)  TITLE, REGISTRATION. Lessee acknowledges that
title to the Airframe and each Engine shall remain vested in the relevant Head
Lessor or Owner during the Term. At its own expense, Lessee shall maintain the
registration of the Airframe with the FAA to reflect the interest of Head Lessor
as owner of the Airframe. Lessee shall reasonably cooperate with each Head
Lessor to the extent Lessee's cooperation is required, in connection with
causing any documents evidencing any Lender's interest in the Aircraft pursuant
to any Facility Lien to be filed with the FAA. Lessee agrees to take no action
which would result in the Airframe failing to remain duly registered in the name
of Head Lessor of the Airframe with the FAA under the Act (it being understood
that Lessee shall not be required to comply with this covenant to the extent
that Head Lessor or Owner of the Airframe fails to comply with its covenants to
maintain its citizenship pursuant to the Participation Agreement dated as of
February 3, 1997 between Lessor and the Head Lessor and the Owner of the
Airframe or takes any other action which precludes or prevents such registration
from being maintained and makes such compliance by Lessee impossible).


                           (b)  NAMEPLATE.  If permitted under applicable law or
governmental regulation and to the extent provided by Lessor, Lessee agrees to
maintain in the cockpit of the Airframe and on each Engine the nameplates or
stencils currently installed on the Airframe and Engines and any substitute
nameplate or other markings that may be provided by Lessor or reasonably
requested by Lessor to be obtained by Lessee (such nameplates or other markings
to be replaced, if necessary, with a nameplate or other markings reflecting the
name of any successor Head Lessor, Owner or Lender or the addition of the name
of a Lender within a reasonable period of time after notice by Lessor).


                           (c)  COMPLIANCE WITH LAWS.  Lessee agrees that it
will not maintain, repair, test, use or operate the Aircraft, the Airframe or
any Engine or allow the Aircraft, the Airframe or any Engine to be used or
operated in violation of any law or any rule, regulation or order of any
government or governmental authority having jurisdiction (domestic or foreign)
over the operation of the Aircraft or of any airworthiness certificate, license
or registration relating to the Aircraft, the Airframe or any Engine issued by
any such authority or in violation of or in conflict with any applicable
maintenance or operations manual or manufacturer's guidelines or inconsistent
with prudent commercial airline standards, except for minor and nonrecurring
violations with respect to which corrective measures are taken upon discovery
thereof and except to the extent Lessee or a representative thereof is
contesting the validity or application of any such law, rule, regulation, order,
certificate, license or registration in good faith in any reasonable manner
which does not create a material risk of loss or forfeiture of the Aircraft, the
Airframe or any Engine.


                           (d)  INSURANCE REQUIREMENTS; GOVERNMENT REQUISITION;
INDEMNITY; USE. Lessee agrees not to operate, use or locate the Aircraft, the
Airframe or any Engine, or permit the Aircraft, the Airframe or any Engine to be
operated, used or located (i) in any area excluded from coverage by the
insurance required by the terms of Section 11, except in the case of a
requisition by the Government where Lessee obtains indemnity in lieu of such
insurance from the Government against the risks and in the amounts required by
Section 11 covering such area,



                                       17
<PAGE>

or (ii) in any recognized or, in Lessee's reasonable judgment, threatened area
of hostilities unless fully covered by insurance satisfying the terms of Section
11, or unless the Aircraft, the Airframe or such Engine is operated or used
under contract with the Government under which contract the Government assumes
liability in an amount not less than the amount of insurance and providing
coverage as full and complete as otherwise required by Section 11 for any
damage, loss, destruction or failure to return possession of the Aircraft, the
Airframe or such Engine at the end of the term of such contract or for injury to
persons or damage to property of others.


                  7.2. (a) POSSESSION. Except as expressly provided herein,
Lessee will not sell, sub-sublease or otherwise deliver, transfer or relinquish
possession of the Aircraft, the Airframe or any Engine or install any Engine, or
permit any Engine to be installed, on any airframe other than the Airframe;
provided, however, that, so long as no Event of Default has occurred and is
continuing, Lessee may, without such consent, deliver possession of the
Aircraft, Airframe or any Engine, or Part thereof, (i) to any Person for the
purpose of shipping or (ii) to the manufacturer thereof or to any other
organization for testing, service, repair, maintenance or overhaul work or
similar purposes or for alterations or modifications in or additions to the
Aircraft, Airframe or any Engine as required or permitted by this Agreement.


         (b) LIMITATIONS ON TRANSFERS OF POSSESSION IMPOSED BY THE HEAD LEASES.
Lessee acknowledges that the Head Leases specifically prohibit any sublessee of
the Aircraft (including the Lessee) from sub-subleasing the Aircraft.


         Without limiting the foregoing, Lessee agrees that it will not do any
of the following without the prior written consent of Lessor and the relevant
Head Lessor:

         (1)  UNITED STATES GOVERNMENT. Transfer possession of the Aircraft,
Airframe or any Engine to the Government pursuant to a contract or to the Civil
Reserve Air Fleet Program or any similar or substitute programs;

         (2)  INSTALLATION OF ENGINES.  Install an Engine on an airframe owned
by Lessee; or

         (3) INSTALLATION OF ENGINES ON OTHER AIRFRAMES. Install an Engine on an
airframe leased to, or purchased by, Lessee subject to a lease, conditional
sale, trust indenture or other security agreement.


                  7.3. RECORDS AND REPORTS. To the extent required under the
MSA, Lessee shall maintain all records, logs and other materials required by the
FAA and any other governmental authority having jurisdiction over the operation
of the Aircraft to be maintained in respect of the Aircraft, the Airframe and
each Engine. From time to time upon Lessor's reasonable request, Lessee shall
provide such information concerning the current location of the Aircraft and
Engines and the status of Lessee's operation, use and maintenance of the
Aircraft and Engines as Lessee routinely records, such information to be
provided on the form that Lessee customarily uses to report such information.


                  7.4 RECOGNITION OF RIGHTS. Lessor hereby agrees (and covenants
to require any Lender to agree) for the benefit of each lessor, conditional
seller, indenture trustee or secured


                                       18
<PAGE>

party of any engine leased to or purchased by Lessee subject to a lease,
conditional sale, trust indenture or other security agreement that neither
Lessor nor any Lender will acquire or claim, as against such lessor, conditional
seller, indenture trustee or secured party, any right, title or interest in any
engine as the result of such engine being installed on the Airframe at any time
while such engine is subject to such lease, conditional sale, trust indenture or
other security agreement and owned by such lessor or conditional seller or
subject to a trust indenture or security interest in favor of such indenture
trustee or secured party.


         Section 8. MAINTENANCE, REPLACEMENT AND POOLING OF PARTS; ALTERATIONS,
MODIFICATIONS AND ADDITIONS.

                  8.1 MAINTENANCE. Except as provided in Section 8.4, Lessee
shall at its sole cost and expense enter into the MSA or an amendment to the MSA
with respect to the Aircraft. If for whatever reason Lessee terminates the MSA
with respect to the Aircraft, from and after the date of such termination, at
its own cost and expense, Lessee shall

         (a) maintain, service, overhaul, repair, alter, modify and test the
Aircraft, the Airframe and each Engine, or cause the Aircraft, the Airframe and
each Engine to be maintained, serviced, overhauled, repaired, altered, modified
and tested in accordance with any manufacturer's operating manual, instructions
or service bulletins and in accordance with Lessee's standard practices from
similar equipment (including without limitation an FAA-approved maintenance
program for the Aircraft, Airframe and Engines), which practices at all times
shall be at or above the standard of the industry for maintenance of similar
equipment; and in the case of Aircraft, without prejudice to Lessee's right to
receive contribution to the cost of compliance in accordance with Section 8.4
hereof, so as to keep the Aircraft, the Airframe and each Engine and each part
thereof in as good operating condition as originally delivered hereunder,
ordinary wear and tear excepted, and so as to keep the Aircraft in such
operating condition as may be necessary to enable the airworthiness certificate
of the Aircraft to be maintained under the applicable laws, rules, regulations
of each government or governmental authority having jurisdiction over the
maintenance of the Aircraft;

         (b) maintain all records, logs and other materials required by the FAA
to be maintained in respect of each item of Equipment;

         (c) promptly furnish to Lessor such information as may be required to
enable the Head Lessors and Owners to file any reports required to be filed by
it with any governmental authority because of Head Lessors' or Owners' ownership
of the Equipment;

         (d) not discriminate against the Aircraft (as compared to other
aircraft of the same type owned or operated by Lessee) in contemplation of the
expiration or termination of the Sublease with respect to the maintenance of the
Aircraft, other than withdrawal of the Aircraft from use and operation as is
necessary to prepare the Aircraft for return to Lessor upon such expiration or
termination; and

         (e) Lessee agrees not to operate, use or locate the Aircraft, the
Airframe or any Engine, or permit the Aircraft, the Airframe or any Engine to be
operated, used or located (i) in any area


                                       19
<PAGE>

excluded from coverage by the insurance required by the terms of Section 8, or
(ii) in any war zone or in any recognized or, in Lessee's reasonable judgment,
threatened area of hostilities unless fully covered by war risk insurance
satisfying the terms of Section 11, or unless the Aircraft, the Airframe or such
Engine is operated or used under contract with the Government under which
contract the Government assumes liability in an amount not less than the amount
of insurance and providing coverage as full and complete as otherwise required
by Section 11 for any damage, loss, destruction or failure to return possession
of the Aircraft, the Airframe or such Engine at the end of the term of such
contract or for injury to persons or damage to property of others.


                  8.2 REPLACEMENT OF PARTS. Except as otherwise provided herein
and if for whatever reason Lessee terminates the MSA with respect to the
Aircraft, from and after the date of such termination, Lessee, at its own cost
and expense, will promptly replace (or cause to be replaced) all Parts which may
from time to time be incorporated in the Aircraft, Airframe or any Engine and
which may from time to time become worn out, time-expired, lost, stolen,
destroyed, seized, confiscated, damaged beyond economic repair or permanently
rendered unfit for use for any reason whatsoever. In addition, Lessee may, at
its own cost and expense, remove (or cause to be removed under the MSA) in the
ordinary course of maintenance, service, repair, overhaul or testing any Parts,
whether or not worn out, time-expired, lost, stolen, destroyed, seized,
confiscated, damaged beyond economic repair or permanently rendered unfit for
use; provided, however, that Lessee, except as otherwise provided herein, at its
own cost and expense, will replace (or cause to be replaced) such Parts as
promptly as practicable with equivalent Parts of the same make, model and part
number or an improved make, model or part number and made by the same
manufacturer and in accordance with Lessor's maintenance policies and
procedures. All replacement Parts shall be free and clear of all Liens (except
for pooling arrangements permitted by Section 8.3 hereof) and shall be in good
operating condition and have a value and utility not less than the value and
utility of the Parts replaced (assuming such replaced Parts were in the
condition required hereunder) and be of the same manufacturer and make and have
the same or an improved part number or serial number of the replaced Part.
Except as otherwise provided in Section 8.4 hereof, all Parts at any time
removed from the Aircraft, Airframe or any Engine shall remain the property of
the relevant Head Lessor or Owner of the Airframe or such Engine, no matter
where located, until such time as such Parts shall be replaced by Parts which
have been incorporated in the Aircraft, Airframe or such Engine and which meet
the requirements for replacement Parts specified above. Immediately upon any
replacement Part becoming incorporated in the Aircraft, Airframe or such Engine
as above provided, without further act, (i) title to the replaced Part shall
thereupon vest in Lessee free and clear of all Lessor Liens and Head Lessor
Liens and all rights of Lessor, Head Lessors or Owners, and the replaced Part
shall no longer be deemed a Part hereunder, (ii) title to such replacement Part
shall thereupon vest in the Head Lessor of the Airframe (in the case of
replacement Parts incorporated in the Airframe or the Head Lessor or Owner of
the relevant Engine (in the case replacement Parts incorporated in such Engine)
(subject only to Permitted Liens), and (iii) such replacement Part shall become
subject to this Sublease and be deemed part of the Aircraft, Airframe or such
Engine for all purposes hereof to the same extent as the Parts originally
incorporated in such Aircraft, Airframe or Engine.

                                       20
<PAGE>


                  8.3 POOLING OF PARTS. If for whatever reason Lessee terminates
the MSA with respect to the Aircraft, from and after the date of such
termination, any Part removed from the Aircraft, Airframe or any Engine may be
subjected by Lessee to a normal pooling arrangement customary in the airline
industry and entered into in the ordinary course of business of Lessee, so long
as a Part replacing such removed Part shall be incorporated in the Aircraft,
Airframe or such Engine in accordance with Section 8.2 as promptly as
practicable after the removal of such removed Part. In addition, any replacement
Part when incorporated in the Aircraft, Airframe or any Engine may be owned by
any air carrier subject to such a normal pooling arrangement, so long as Lessee
as promptly thereafter as practicable and at its sole cost and expense either
(i) causes title to such replacement Part to vest in the relevant Head Lessor or
Owner in accordance with Section 8.2, free and clear of all Liens (except
Permitted Liens), or (ii) replaces (or causes to be replaced) such replacement
Part by incorporating in the Aircraft, Airframe or such Engine a further
replacement Part owned by Lessee free and clear of all Liens (except Permitted
Liens) and by causing title to such further replacement Part to vest in the
relevant Head Lessor or Owner in accordance with Section 8.2.


                  8.4 ALTERATIONS, MODIFICATIONS AND ADDITIONS. Lessee shall
make (or cause to be made under the MSA or otherwise) such alterations and
modifications in and additions to the Aircraft, Airframe and each Engine as may
be required from time to time to meet the standards of the FAA, to the extent
made mandatory in respect of the Aircraft (a "Mandatory Modification"). If
Lessee's actual, direct cost of such Mandatory Modification (that is, without
markup and after subtracting from the amount of such cost the amount of any
related contribution payments received by Lessee from any third party by way of
any warranty claim or similar claim) exceeds an amount equal to ______ for any
single event and ______ for multiple such events, provided Lessee shall have
paid all amounts of Rent due hereunder, the Lessor shall pay to the Lessee an
amount in cash calculated as follows:


   Amount to be Paid by Lessor =  (Cost of Modification Minus  ______)  x  A / B

   Where

   A        =        84 minus the number of months remaining in the Term

   And

   B        =        84.

or, if Lessor elects to do so, credited toward any amounts owed by Lessee under
Section 2 of this Sublease upon return of the Aircraft at the expiration or
earlier termination of this Sublease in accordance with its terms.


         In addition, Lessee, at its own cost and expense, may from time to time
request that Lessor make under the MSA such alterations and modifications in and
additions to the Aircraft, Airframe or any Engine as Lessee may deem desirable
in the proper conduct of its business; provided, however, that (1) no such
alteration, modification or addition shall diminish the value or utility of the
Aircraft, Airframe or such Engine below the value, utility and airworthiness

                                       21
<PAGE>

thereof immediately prior to such alteration, modification or addition, assuming
such item of Equipment was then in the condition and airworthiness required to
be maintained by the terms of this Sublease; and (2) such alteration,
modification or addition is done on a non-discriminatory basis. Except as
otherwise provided herein, title to all Parts (other than Removable Parts (as
defined below)) incorporated in the Aircraft, Airframe or such Engine as the
result of such alteration, modification or addition shall, without further act,
vest in the relevant Head Lessor or Owner and become subject to this Sublease.
Notwithstanding the foregoing sentence of this Section 8.4, so long as no Event
of Default shall have occurred and be continuing, Lessee may, at any time during
the Term, request that Lessor under the MSA remove any Part (such Part being
referred to herein as a "Removable Part") if (i) such Part is in addition to,
and not in replacement of or substitution for, any Part originally incorporated
in the Aircraft, Airframe or such Engine at the time of delivery thereof to
Lessor, (ii) such Part is not required, in Lessor's determination, to be
incorporated or installed in or attached or added to such item of Equipment
pursuant to the terms of Section 7.1(c) or 8.1 hereof or the first sentence of
this Section 8.4 and (iii) such Part can be removed from the Aircraft, Airframe
or such Engine without diminishing or impairing, in Lessor's determination, the
value or utility which the Aircraft, Airframe or such Engine would have had at
such time had such alteration, modification or addition not occurred. Removable
Parts may be leased from third parties other than Lessor. Upon the removal by
Lessee (or by Lessor under the MSA) of any Part as above provided, title thereto
shall, without further act, vest in Lessee and such Part shall no longer be
deemed part of the Aircraft, Airframe or such Engine from which it was removed.
Any Part not removed as above provided prior to the return of the Aircraft,
Airframe or such Engine to Lessor hereunder shall remain the property of the
relevant Head Lessor or Owner; provided that Lessor may require Lessee, in
connection with the return of the Aircraft pursuant to Section 5, to remove any
Removable Part from the Aircraft and to restore the Aircraft to its condition
prior to the addition of such Removable Part. Lessor shall not bear any
liability for any alteration, modification or addition or for any grounding or
suspension of certification of any item of Equipment or for loss of revenue.


         Section 9. INDEMNITY.

         Section 9.1 [RESERVED]

         Section 9.2 GENERAL INDEMNITY. (a) Lessee hereby agrees to assume
liability for and to indemnify, protect, save and keep harmless the Lessor and
each Head Lessor, Owner and Lender (if any) and their respective successors,
permitted assigns, affiliates, directors, officers, employees, agents and
servants (in this Section 9.2 and in Section 9.3 hereof, collectively, the
"Indemnitees") from and against any and all liabilities (including liability in
tort, absolute or otherwise), obligations, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements of whatsoever kind and nature
(including reasonable legal fees and expenses) (any and all "Claims"), imposed
on, incurred by or asserted against any Indemnitee (whether or not also
indemnified against by any other Person under any other document) in any way
relating to or arising out of (i) this Sublease or (ii) the delivery, sublease,
possession, use, operation, condition, return or other disposition of any item
of Equipment, to the extent incurred or arising out of events occurring at any
time after delivery of the Aircraft to Lessee hereunder and prior to return of
the Aircraft to Lessor hereunder in full compliance by the Lessee with all of
the terms of this Sublease with respect thereto (including latent and other
defects, whether or not


                                       22
<PAGE>

discoverable by any Indemnitee or the Lessee, and any claim for patent,
trademark or copyright infringement); provided, however, that the Lessee shall
not be required (A) to indemnify Lessor in respect of any amounts which Lessor
has specifically agreed to pay hereunder, (B) to indemnify any Head Lessor or
Owner or any of its Affiliates against loss, liability or expense incurred by
any such Affiliate as a result of any claim against any such Affiliate in its
capacity as manufacturer of the Engines and components thereof including claims
for patent, trademark or copyright infringement, (C) to pay any cost, expense or
disbursement (including legal fees and expenses) in connection with the entering
into or withholding any future amendments, supplements, waivers or consents with
respect to this Sublease or under any Head Lease other than such as have been
requested by Lessee, (D) to indemnify any Indemnitee for loss, liability or
expense resulting from the willful misconduct or gross negligence of such
Indemnitee or its successors, assigns, affiliates, agents or servants or, in the
case of any Owner, any owner trustee acting for such Owner or, in the case of
any such owner trustee, the relevant Owner, (E) to indemnify any Indemnitee for
any loss, liability or expense which any of them may incur as the result of any
failure or refusal of any of them to perform or observe any agreement, covenant
or condition contained in any Operative Document, or (G) to indemnify any
Indemnitee for any loss, liability or expense which any of them may incur as the
result of any Head Lessor Lien or Lessor Lien; provided further that Lessee does
not under this Section 9.2 assume liability for, or indemnify, protect, save and
keep harmless, any Indemnitee from or against or in respect of any liabilities,
obligations, losses, damages, penalties, claims, actions or suits in any way
relating to or arising out of any Taxes, as defined in Section 9.3.


         Upon payment in full of any indemnities contained in this Section 9.2
by the Lessee, it shall be subrogated to any rights of the Indemnitee in respect
of the matter against which indemnity has been given, but any amount recovered
by the Lessee as a result of such subrogation shall, unless all amounts then due
to such Indemnitee from the Lessee have been paid, be held in trust by the
Lessee for and shall, to the extent of any such amount then due, be paid
promptly after demand to, such Indemnitee. If any Indemnitee shall have
knowledge of any claim or liability hereby indemnified against, it shall give
prompt written notice hereof to the Lessee and each other interested party, but
the failure to do so shall not relieve Lessee from any liability which it may
have to such Indemnitee or any other Indemnitee except to the extent that the
Lessee shall demonstrate that such liability was materially increased as a
result of such failure.


         If the Lessee is required to make payment under this Section 9.2, the
Lessee shall pay the Indemnitee any amount which, after deduction of all taxes
required to be paid by such Indemnitee in respect of the receipt thereof under
the laws of the United States or of any foreign country or any political
subdivision of either (after giving credit for any savings in respect of any
taxes by reason of deductions, credits or allowances in respect of the payment
of the expense indemnified against) shall be equal to the amount of such
payment.

         (b) CONTEST. With respect to any Claim imposed on, incurred by, or
asserted against one or more Continental Indemnitees but not imposed on,
incurred by or asserted against any other Indemnitees, Lessee shall be entitled,
at its sole cost and expense, acting through counsel reasonably acceptable to
the respective Continental Indemnitee, (i) in any judicial or administrative
proceeding that involves solely one or more such Claims, to assume
responsibility


                                       23
<PAGE>

for and control thereof, (ii) in any judicial or administrative proceeding
involving one or more such Claims and other claims related or unrelated to the
transactions contemplated by this Sublease, to assume responsibility for and
control of such Claims to the extent that the same may be and is severed from
such other claims (and such Continental Indemnitee shall use its best efforts to
obtain such severance), and (iii) in any other case involving such Claim, to be
consulted by such Continental Indemnitee with respect to judicial proceedings
subject to the control of such Continental Indemnitee. Notwithstanding any of
the foregoing to the contrary, Lessee shall not be entitled to assume
responsibility for and control of any such judicial or administrative
proceedings involving such a Claim (A) while an Event of Default under the
Sublease shall have occurred and be continuing, (B) if such proceedings will
involve any material risk of the sale, forfeiture or loss of, or the creation of
any Lien (other than a Permitted Lien) on the Aircraft, any item of Equipment,
this Sublease or any part thereof unless Lessee shall have protected Lessor
against such risk in a manner acceptable to Lessor, (C) such Claims involved
relate in any way to the business of any Indemnitee other than the transactions
contemplated by this Sublease, (D) such Claims, in the opinion of independent
counsel for such Continental Indemnitee reasonably satisfactory to Lessee, have
a reasonable possibility of otherwise compromising or jeopardizing any
substantial interests of such Indemnitee, or (E) promptly following the request
of a Continental Indemnitee, Lessee shall not have furnished such Continental
Indemnitee with an opinion of independent counsel reasonably satisfactory to
such Continental Indemnitee to the effect that there exists a meritorious basis
for contesting such Claims. The Continental Indemnitee may participate with its
own counsel, at its own expense, in any judicial proceeding controlled by Lessee
pursuant to the preceding provisions. The Continental Indemnitee shall supply
Lessee with such information reasonably requested by Lessee as is necessary or
advisable for Lessee to control or participate in any proceeding to the extent
permitted by this Section 9.2(b). Such Continental Indemnitee shall not enter
into a settlement or other compromise with respect to any such Claims without
the prior written consent of Lessee, which consent shall not be unreasonably
withheld or delayed, unless such Continental Indemnitee waives its right to be
indemnified with respect to such Claims under this Section 9.2.


         9.3 GENERAL TAX INDEMNITY. (a) Lessee agrees to pay and to indemnify
and hold each Indemnitee (as defined in Section 9.2 hereof) harmless from all
license, documentation, recording and registration fees, taxes, levies, imposts,
duties, assessments, fees, charges and withholdings of any nature whatsoever,
together with any penalties, fines, additions to tax or interest thereon,
howsoever imposed, whether levied or imposed upon an Indemnitee or otherwise, by
any Federal state or local government or governmental subdivision or taxing
authority in the United States or by any foreign country or foreign taxing
authority or territory or possession of the United States or any subdivision or
taxing authority of any of the foregoing, upon or with respect to (i) the
Equipment or any part thereof, (ii) the ownership, delivery, subleasing,
possession, use, operation, storage, sale, transfer of title, return, or other
disposition of the Equipment, (iii) the rentals or receipts arising from this
Sublease, (iv) the execution, delivery or performance of the Operative
Agreements, (v) any payment made pursuant to any such agreement or document or
(vi) the property or the income or other proceeds received with respect to
property held by the Lessor hereunder (all such license, documentation,
recording and registration fees, taxes, levies, imposts, duties, assessments,
fees, charges, withholdings,


                                       24
<PAGE>

penalties, fines, additions to tax and interest imposed as aforesaid being
hereinafter in this Section 9.3 called "Taxes").

         (b)  EXCLUSIONS. Lessee shall have no obligation to indemnify an
Indemnitee under this Section 9.3 for

         (i) any Taxes to the extent contested by the Lessee in good faith in
accordance with the provisions of paragraph (c) below,

         (ii) any Taxes imposed as a result of a sale, transfer, assignment or
         other disposition, whether prior to, during or after the Term, with
         respect to any item of Equipment, by an Indemnitee of any interest in
         such item of Equipment, the trust created by the trust agreement
         between any Head Lessor and Owner (the "Owner Trust"), this Sublease or
         any Head Lease unless such sale, transfer, assignment or other
         disposition is made as the result of the exercise of remedies after an
         Event of Default pursuant to Article 14 hereof, but in no event shall
         the Lessee be liable for any Taxes on, based on, or measured by or
         related to any income or gain realized upon any such disposition;


         (iii) any Taxes imposed with respect of an item of Equipment for any
period (A) prior to the delivery of such item of Equipment by Lessor to Lessee
pursuant to this Sublease or (B) after the redelivery of such item of Equipment
to Lessor or its designee or (C) after the expiration of the Term with respect
thereto;

         (iv) any Taxes imposed on or for the account of any Lender;

         (v) any Taxes on, based on or measured by, the net income of an
Indemnitee and any Taxes enacted by any jurisdiction after the date of this
Sublease which are, in effect, a substitute for or in lieu of any such Taxes and
any Taxes, however denominated, based on or measured by, value added, except any
such Taxes to the extent imposed on the receipt of a payment under this Section
9.3;

         (vi) any Taxes to the extent that such Taxes would not have been
imposed had there not been a transfer by an original Indemnitee of an interest
in an item of Equipment, the Owner Trust, this Sublease, or any Head Lease or,
if such Taxes would have been imposed on or with respect to such original
Indemnitee, such original Indemnitee would not have been entitled to
indemnification with respect to such Taxes;

         (vii) any Taxes consisting of penalties, fines or interest imposed as a
result of the failure of an Indemnitee to file any return or pay any amount when
due, unless the Lessee was responsible for such filing or payment;

         (viii) any Taxes included in the original cost to any Head Lessor of
acquiring the Aircraft or any Engine;

         (ix) any Taxes to the extent such Taxes would not have been imposed had
the Owner Trust and the Head Lessor of the Airframe been resident in the State
of Utah; and

                                       25
<PAGE>

         (x) any Taxes imposed with respect to any fees or compensation received
by Lessor.

         (c) CONTEST. If a claim is made against an Indemnitee for any Taxes
indemnified against under this Section 9.3, such Indemnitee will, within 10 days
after such Indemnitee is aware of such claim, notify the Lessee in writing of
such claim, but the failure to do so will not relieve the Lessee from any
liability which it may have to such Indemnitee if, notwithstanding such failure,
the Lessee's ability to contest such claim under this paragraph (c) is not
adversely affected. If requested by the Lessee in writing, the Indemnitee shall
permit the Lessee to contest such claim at Lessee's expense, upon receipt of an
indemnity undertaking from Lessee reasonably satisfactory to the Indemnitee for
such Taxes and for all costs, expenses, legal and accountants' fees and
disbursements, penalties, fines, additions to tax and interest resulting from
such contest. Lessee may contest such claim, in the name of the Lessee or such
Indemnitee, to the extent permitted by law, by (i) seeking administrative review
of the claim, (ii) resisting payment thereof if possible, (iii) not paying the
same except under protest, if protest is necessary and proper, (iv) if payment
is made, using reasonable efforts to obtain a refund thereof in appropriate
administrative or judicial proceedings, or both and (v) taking any other
reasonable action appropriate to contest the claim.


         (d) REPORTS. In case any report or return is required to be made with
respect to any obligation of the Lessee under this Section 9.3 and unless an
Indemnitee shall notify the Lessee that it intends to make such report or
return, the Lessee either shall make such report or return in such manner as
will show, if appropriate, the interest of the Lessor, Head Lessor and Owner in
the Aircraft or other item of Equipment, or shall promptly notify such
Indemnitee, Lessor, Head Lessor and Owner of such requirement and shall make
such report or return in such manner as shall be reasonably satisfactory to such
Indemnitee, the Lessor, Head Lessor and Owner. All costs and expenses (including
legal and accountants' fees) of preparing any such return or report shall be
borne by the Lessee. If an Indemnitee has notified the Lessee pursuant to this
subsection that it intends to make any report or return, the Indemnitee shall
give the Lessee written notice prior to either filing any return, statement or
report with respect to any Taxes for which indemnification would be payable by
the Lessee under this Section 9.3 or paying any such Taxes and shall send a copy
of such report or return to the Lessee at least 10 days prior to the date on
which such report or return is due to be filed or payment is to be made.

         (e) Repayments. If an Indemnitee obtains a refund of any Taxes with
respect to which the Lessee has paid an indemnity under this Section 9.3 or a
reduction in any Taxes as a result of the payment or incurrence of any Tax for
which the Lessee has paid an indemnity under this Section 9.3, the Indemnitee
shall pay to the Lessee the amount of such refund or reduction, including any
interest received thereon, plus any net reduction of Taxes imposed on such
Indemnitee resulting from the payment to the Lessee under this subsection. An
Indemnitee is not required to make any payments to the Lessee under this
subsection to the extent that such payments would exceed the aggregate payments
by the Lessee to such Indemnitee under this Section 9.3.

         (f) PAYMENTS. The Lessee agrees to pay any amount it is required to pay
under this Section 9.3 promptly after the Indemnitee requests the payment in
writing, but the Lessee is not


                                       26
<PAGE>

required to make any payment before the Indemnitee has paid the Taxes in respect
of which the Lessee's payment is to be made. If the Lessee is required to
indemnify any Person for Taxes under this Section 9.3, the Lessee shall pay to
such Person an amount which, after deduction of all Taxes required to be paid by
such Person in respect of the receipt of such amount under the laws of the
United States or of any foreign country or any political subdivision of either
(after giving credit for any savings in respect of any such Taxes by reason of
deductions, credits or allowances in respect of the payment of the expenses
indemnified against), shall be equal to the amount of the indemnification
required. Each Indemnitee agrees to pay the Lessee any amount it is required to
pay the Lessee under this Section 9.3 promptly after the Indemnitee receives a
refund with respect to such Taxes or realizes a reduction in Taxes giving rise
to an obligation to make such payment. Any demand for payment to the Lessee and
any payment to the Lessee shall be accompanied by a written statement describing
in reasonable detail the computation of the payment. If the Lessee requests, the
statement will be verified, at the Lessee's expense, by independent public
accountants of recognized standing selected by the Indemnitee submitting the
statement.

         (g) AGREEMENT OF INDEMNITEE. If an Indemnitee is not a party to this
Sublease, the Lessee may require the Indemnitee to agree to the terms of this
Section 9.3 prior to making any payment to the Indemnitee under this Section
9.3.


         9.4 SURVIVAL. All indemnities and agreements contained in Sections 9.2
and 9.3 will survive any investigation or inspection made by or on behalf of any
Indemnitee or the Lessee and the expiration or other termination of this
Sublease, in whole or in part for a period of five (5) years.


          Section 10. LOSS, DESTRUCTION, REQUISITION, ETC.

                  10.1 EVENT OF LOSS WITH RESPECT TO AIRFRAME.

          (a) LESSEE'S NOTICE. Upon the occurrence of an Event of Loss with
respect to the Airframe, Lessee shall forthwith (and in any event within five
Business Days after such occurrence with respect to the Airframe) give Lessor
written notice of such Event of Loss.

          (b)  PAYMENT OF STIPULATED LOSS VALUE.  On or before
the earlier to occur of (i) the 60th day following the date of the occurrence of
such Event of Loss, or (ii) two business days following the receipt of insurance
proceeds with respect to such occurrence (if such proceeds are not paid directly
to Lessor or Head Lessor), Lessee shall pay or cause to be paid to Lessor (or to
such other party as Lessor directs), in the manner and in funds of the type
specified in Section 3.4, (A) the Stipulated Loss Value for the Aircraft as of
the date when such payment is made and (B) any other Rent (including Basic Rent)
which is due and payable through and including the date of payment (excluding
the payment, if any, of Basic Rent due on the date of payment); provided,
however, that if any Rent Payment Dates shall occur after such Event of Loss and
prior to payment of the Stipulated Loss Value for the Aircraft, Lessee shall
make the payment of Basic Rent required to be made on such Rent Payment Date. In
the event


                                       27
<PAGE>

of payment in full of the Stipulated Loss Value for the Aircraft and all other
Rent and amounts then due and payable hereunder, (A) the obligation of Lessee to
pay Rent hereunder with respect to the Aircraft for any period commencing after
the date of payment of such amounts shall terminate, (B) the Term for the
Aircraft shall end, and (C) Lessor shall use its best efforts to cause the Head
Lessor to Transfer the Aircraft to Lessee (to the extent permitted by Lessee's
insurer).

          (c)  NO REDUCTION OF BASIC RENT.  Unless and until
Lessee pays the amounts required pursuant to Section 10.1(b), no Event of Loss
with respect to an Airframe under the circumstances contemplated by the terms of
this Section 10.1 shall result in any reduction of Basic Rent or any
Supplemental Rent that might be due hereunder.


                  10.2  EVENT OF LOSS WITH RESPECT TO AN ENGINE.

                           (a)  EVENT OF LOSS.  Upon the occurrence of an Event
of Loss with respect to an Engine under circumstances in which there has not
occurred an Event of Loss with respect to the Airframe, Lessee shall give Lessor
prompt written notice (and in any event within ten days after such occurrence)
thereof and shall, as promptly as possible and in any event, within 115 days
after the occurrence of such Event of Loss, convey or cause to be conveyed to
Lessor, as replacement for the Engine with respect to which such Event of Loss
occurred, title to a Replacement Engine free and clear of all Liens, other than
Permitted Liens, and having a value and utility at least equal to, and being in
as good operating condition as, the Engine with respect to which such Event of
Loss occurred, assuming such Engine was in the condition required by the terms
hereof immediately prior to the occurrence of such Event of Loss. Prior to or at
the time of any such conveyance, Lessee will promptly, at its sole cost and
expense:


                  (i) furnish Lessor with a full warranty bill of sale in form
         and substance reasonably satisfactory to the relevant Head Lessor or
         Owner duly conveying title to the Replacement Engine to the relevant
         Head Lessor or Owner and take such other action as such Head Lessor or
         Owner may reasonably request in order that title to such Replacement
         Engine shall be duly vested in such Head Lessor or Owner;


                  (ii) cause a Sublease Supplement subjecting such Replacement
         Engine to this Sublease, duly executed by Lessee, to be delivered to
         Lessor for execution and, upon such execution, to be filed for
         recordation with the FAA pursuant to the Act;


                  (iii) furnish Lessor and the relevant Head Lessor, Owner and
         Lender with evidence of compliance with the insurance provisions of
         Section 11 with respect to the Replacement Engine;


                  (iv) furnish Lessor and the relevant Head Lessor, Owner and
         Lender with an officer's certificate signed by an officer of Lessee
         certifying that, upon consummation of such replacement, no Event of
         Default will exist hereunder;


                   (v) furnish Lessor and the relevant Head Lessor, Owner and
         Lender with a certificate of an independent aircraft engineer
         certifying that such Replacement Engine


                                       28
<PAGE>

         has a value and utility at least equal to the Engine so replaced
         assuming such Engine was in the condition required by the terms hereof
         immediately prior to the occurrence of such Event of Loss; and


                  (vi) furnish such other certificates or documents to effect
         such replacement as Lessor or the relevant Head Lessor, Owner or Lender
         may reasonably request.


                           (b)  RECORDATION AND OPINIONS.  In the case of any
Replacement Engine conveyed to the relevant Head Lessor or Owner under this
Section 10.2, promptly upon the recordation of the Sublease Supplement covering
such Replacement Engine pursuant to the Act, Lessee, at its sole cost and
expense will cause to be delivered to Lessor, the relevant Head Lessor, Owner
and Lender an opinion of counsel satisfactory to each of them as to the due
recordation of such Sublease Supplement and, so long as the Facility Lien exists
and assuming that Lessor, the relevant Head Lessor, Owner and Lender have taken
all necessary action to perfect the Facility Lien with respect to the
Replacement Engine, as to the existence of Liens on the Replacement Engine to
the same effect as the opinion of FAA counsel delivered in connection with the
original recordation of the Sublease.

                           (c)  CONVEYANCE; REPLACEMENT ENGINE.  Upon full
compliance by Lessee with the terms of this Section 10.2 and if no Event of
Default shall have occurred and be continuing, Lessor shall use its best efforts
to cause the Head Lessor or Owner of the Engine that was subject to such Event
of Loss to Transfer to Lessee or as the Lessee shall direct the Engine with
respect to which such Event of Loss occurred (to the extent permitted by
Lessee's insurer). Upon such Transfer, such Engine subject to such Event of Loss
shall cease to an "Engine" hereunder.


                           (d)  NO REDUCTION OF BASIC RENT.  No Event of Loss
with respect to an Engine under the circumstances contemplated by the terms of
this Section 10.2 shall result in any reduction of Basic Rent.

                  10.3 APPLICATION OF PAYMENTS. Any payments received at any
time by Lessor or Lessee from any governmental authority or other Person with
respect to any Event of Loss, other than a requisition for use by the Government
not constituting an Event of Loss, will be applied as follows:


                           (a)  REPLACEMENT OF ENGINE.  If such payments are
received with respect to an Engine that has been or is being replaced by Lessee
pursuant to Section 10.2 such payments shall be paid over to, or retained by,
Lessee, provided Lessee shall have fully performed or, concurrently therewith,
will fully perform the terms of Section 10.2 with respect to the Event of Loss
for which such payments are made.

                           (b)  NONREPLACEMENT.  If such payments are received
with respect to the Airframe or the Airframe and the Engines or engines
installed on the Airframe, so much of such payments as shall not exceed the
Stipulated Loss Value thereof and other amounts required to be


                                       29
<PAGE>

paid by Lessee hereunder shall be applied in reduction of Lessee's obligation to
pay such Stipulated Loss Value and other amounts required to be paid by Lessee
hereunder, if not already paid by Lessee, or, if already paid by Lessee, shall
so long as no Event of Default shall have occurred and be continuing, be applied
to reimburse Lessee for its payment of such Stipulated Loss Value and other
amounts, and the balance, if any, of such payment remaining thereafter shall be
paid to Lessee.


                  10.4 REQUISITION OF AIRCRAFT FOR USE BY THE GOVERNMENT. In the
event of the transfer during the Term of possession to the Government of the
Airframe and the Engines or engines installed thereon not constituting an Event
of Loss, Lessee shall promptly notify Lessor of such requisition and all
Lessee's obligations under this Sublease with respect to the Aircraft and
Engines shall continue to the same extent as if such requisition had not
occurred; provided that if the Airframe and Engines or engines installed thereon
are not returned by the Government prior to the end of the Term, Lessor, upon
notice given not less than 30 days before the end of the Term, may elect to
treat such event as constituting an Event of Loss with respect to the Aircraft
and Lessee shall be obligated upon expiration of such Term to pay the Stipulated
Loss Value with respect to the Aircraft on such date, and other Rent due and
payable. If Lessor does not elect to treat such event as an Event of Loss,
Lessee shall be obligated to return the Airframe and Engines or engines to
Lessor pursuant to, and in all other respects to comply with the provisions of,
Section 5 promptly upon their unconditional return by the Government. All
payments received by Lessor or Lessee from the Government for the use of the
Airframe and Engines or engines during the Term shall be paid over to, or
retained by, Lessee; and all payments received by Lessor or Lessee from the
Government for the use of the Airframe and Engines or engines after the Term
shall be paid over to, or retained by, Lessor and shall be applied to any Basic
Rent payments owed by Lessee to Lessor under this Sublease, unless Lessor has
elected to treat such requisition for use by the Government as an Event of Loss,
in which case, if Lessee has made all payments with respect to such Event of
Loss all such payments shall be paid over to Lessee.


                  10.5 APPLICATION OF PAYMENTS DURING EXISTENCE OF EVENT OF
DEFAULT. Any amount referred to in this Section 10 which is payable or
creditable to or retainable by Lessee shall not be paid or credited to or
retained by Lessee if, at the time of such payment, credit or retention, an
Event of Default shall have occurred and be continuing hereunder but shall be
paid to and held by Lessor as security for the obligations of Lessee under this
Sublease and, if Lessor declares this Sublease to be in default pursuant to
Section 15 hereof, applied against Lessee's obligations hereunder as and when
due and at such time as there shall not be continuing any such Event of Default,
such amount shall be paid to Lessee to the extent not previously applied in
accordance with the terms hereof.


         Section 11.  INSURANCE.

                  11.1 LIABILITY AND HULL INSURANCE. Lessee shall at all times
procure and maintain, on or in respect of the Aircraft, Airframe and Engines,
policies of insurance in such form, of such type and with Lessee's customary
insurers, who shall be insurers of recognized responsibility, as follows:

                                       30
<PAGE>

         (a) Public liability, property damage liability, passenger liability,
contractual liability and cargo and baggage liability insurance with respect to
the Aircraft, Airframe and Engines of a type and form customarily carried by
United States commercial air carriers and in an amount equal to or greater than
the amounts carried by Lessee on similar equipment owned or leased by Lessee and
in no event less than the limit of liability set forth on Schedule 1 hereto
(unless the Aircraft is not then being operated, in which case the Aircraft
shall continue to be covered by such liability insurance as would then be
considered standard in the airline industry practice for aircraft that are not
being operated). With respect to the insurance described in this clause, Lessee
may self-insure by way of deductible or otherwise in accordance with the then
current airline industry practice and in an amount not exceeding that which is
maintained by Sublessee in accordance with its fleet-wide practice; provided
that the amount of such self-insurance with respect to the Aircraft shall not
exceed ______ for any one occurrence.


         Any policies of insurance carried in accordance with this paragraph (a)
shall (A) name Head Lessor of the Airframe as owner of the Airframe, (B) name
each Indemnitee as an additional insured, (C) provide that in respect of the
interest of each Indemnitee in such policies the insurance shall not be
invalidated by any action or inaction of Lessee and shall insure each Indemnitee
regardless of any breach or violation of any warranty, declaration or condition
contained in such policies by Lessee, (D) provide that if such insurance is to
be cancelled for any reason whatever, or any material change is to be made in
the coverage which materially adversely affects the interest of any Indemnitee
or if such insurance may be allowed to lapse for nonpayment of premium, such
cancellation, change or lapse shall not be effective as to such Indemnitee for
30 days (seven days or such shorter period as may be generally available in case
of any war risk and allied perils coverage) after written notice is received by
each Indemnitee from such insurers of such cancellation, change or lapse, (E) be
effective with respect to both domestic and international operation, (F) provide
that the insurers shall waive any right to any setoff, recoupment or
counterclaim or any other deduction, by attachment or otherwise, (G) provide
that all the provisions thereof, except the limits of the liability of the
insurer under such policy, shall operate in the same manner as if there were a
separate policy covering each insured, (H) provide that each Indemnitee shall
not be liable for any insurance premium, (I) be primary and without right of
contribution from other insurance which may provide coverage to each Indemnitee
and (J) expressly provide that the insurers shall waive any rights of
subrogation against each Indemnitee.


         (b) All-risk aircraft hull insurance (including flight, taxiing and
ingestion coverage) covering the Aircraft and all risk insurance on the Engines
and Parts while removed from the Aircraft including, without limitation,
war-risk insurance if the Aircraft, the Airframe or any Engine is being operated
(i) in any recognized or, in Lessee's reasonable judgment, threatened area of
hostilities, or (ii) on international routes and war risk insurance is
customarily maintained by other U.S. air carriers operating on such routes,
which war risk insurance shall be of the type and form, and in an amount not
less than that, carried by Lessee on similar equipment owned or leased by Lessee
and is in an amount not less than the Stipulated Loss Value. With respect to the
insurance described in this clause, Lessee may self-insure by way of deductible
or otherwise in accordance with the then current airline industry practice and
in an amount not exceeding that which is maintained by Lessee in accordance with
its fleet-wide practice, and in an amount not exceeding that which is maintained
by Sublessee in accordance with its fleet-wide practice;


                                       31
<PAGE>

provided that the amount of such self-insurance with respect to the Aircraft
shall not exceed ______ for any one occurrence; and provided, further, that a
deductible will not apply in the event of a total loss of the Aircraft.


         Any policies maintained in accordance with this paragraph (b) shall (A)
provide that each Indemnitee is an additional insured thereunder and that the
Head Lessor of the Airframe (or, if designated by Lessor, the Head Lessor's
Lender) is named as sole loss payee thereunder for the account of all interests;
(B) provide that all payments up to but not exceeding the Stipulated Loss Value
shall be payable directly to the Head Lessor of the Airframe; provided, that
unless Lessor shall provide notice to such insurers that an Event of Default has
occurred and is continuing, any payment not in excess of ______ may be paid
directly to Lessee; (C) provide that if such insurance is to be canceled for any
reason whatever, or any material change is to be made in the coverage which
adversely affects the interest of Lessor, any Head Lessor, Owner or Lender, if
any, if such insurance may be allowed to lapse for non-payment of premium, such
cancellation, change or lapse shall not be effective as to any Indemnitee, if
any, for 30 days (seven days or such shorter period as may be generally
available in case of any war risk and allied perils coverage) after written
notice is received by such Person from such insurers of such cancellation,
change or lapse; (D) provide that in respect of the interest of each Indemnitee
in such policies the insurance shall not be invalidated by any action or
inaction of Lessee and shall insure each Indemnitee, if any, regardless of any
breach or violation by any Indemnitee of any warranty, declaration or condition
contained in such policies, (E) provide that the insurers shall waive any rights
of subrogation against each Indemnitee; (F) provide that the insurers shall
waive any right to any set-off, recoupment or counterclaim or any other
deduction, by attachment or otherwise; (G) provide that all the provisions
thereof, except the agreed values and limits of the liability of the insurer
under such policy, shall operate in the same manner as if there were a separate
policy covering each insured; (H) provide that no Indemnitee shall be liable for
any insurance premium; (I) be effective with respect to both domestic and
international operation and (J) be primary and without right of contribution
from other insurance which may provide coverage to each Indemnitee.


         If Lessee shall fail to maintain or cause to be maintained insurance as
herein provided, Lessor may at its option (but shall not be obligated to)
provide such insurance and in such event, Lessee shall, upon demand, reimburse
Lessor for the cost thereof as Supplemental Rent. Nothing contained in this
Section 11 shall limit or prohibit Lessor from obtaining insurance for its own
account, and any proceeds payable thereunder shall be payable as provided in the
insurance policy relating thereto; provided however, that no such insurance may
be obtained which would limit or otherwise adversely affect the coverage of any
insurance maintained by Lessee with respect to the Aircraft.


                  11.2 GOVERNMENT INDEMNITY. In the case of a contract with the
Government in respect of the Aircraft, Airframe or an Engine, a valid agreement
by the Government to indemnify Lessee and each Indemnitee against the same risks
which are required hereunder to be insured against in an amount at least equal
to the amounts required hereunder from time to time, shall be considered
adequate insurance with respect to the Aircraft, Airframe and any Engine subject
to such contract to the extent of the risks and in the amounts that are the
subject of any


                                       32
<PAGE>

such agreement to indemnify and to the extent such agreement to indemnify is an
obligation backed by the full faith and credit of the Government.


                  11.3 CERTIFICATES OF INSURANCE. Lessee agrees to furnish the
Lessor, each Head Lessor, Owner and their respective Lenders on the Delivery
Date and on or prior to the date of renewal of the insurance required hereunder
during the Term an insurance certificate and report signed by Lessee's regularly
retained insurance broker certifying that, in the opinion of such broker, the
policies specified in the certificates referred to in this Section are in a
form, cover the risks and are in the amounts determined in accordance with this
Section 11 and comply with the terms of this Section 11. Such insurance
certificate and report shall provide that (i) the broker will advise Lessor,
each Head Lessor, Owner and their respective Lenders, if any, in writing
promptly of any default in the payment of any premium and of any other act or
omission on the part of Lessee of which such broker has knowledge and which
might invalidate or render unenforceable in whole or in part any insurance on
the Aircraft and (ii) no insurance provided pursuant to this Section 11 shall
expire or terminate prior to thirty (30) days (or, with respect to war risk and
allied perils insurance, seven (7) days or such shorter period as may be
generally available) after Lessor, each Head Lessor, Owner and their respective
Lenders, if any, has received written notice thereof. Upon the transfer by
Lessor, any Head Lessor, Owner or Lender, if any, of its interests in the
Aircraft, Lessee will cooperate in obtaining new certificates naming the
transferee of such interest.


                  11.4 APPLICATION OF INSURANCE PROCEEDS. All insurance proceeds
received under policies required to be maintained by Lessee pursuant to Section
11.1(b) as a result of the occurrence of an Event of Loss with respect to the
Aircraft, Airframe or any Engine will be applied in accordance with Section
10.3(a) or 10.3(b), as the case may be. All insurance proceeds in respect of any
property damage loss not constituting an Event of Loss with respect to the
Airframe or an Engine will be applied in payment (or to reimburse Lessee) for
repairs or for replacement property in accordance with the terms of Section 8,
if not already paid for by Lessee, and any balance remaining after compliance
with such Sections with respect to such loss shall be paid to Lessee provided
that, prior to the repair of the Airframe or Engine, Lessor may, but shall have
no obligation to, disburse insurance proceeds held by it to Lessee. The
provisions of Section 10.5 shall apply to amounts referred to in this Section
11.4.


         Section 12. INSPECTION. At reasonable times during the Term of this
Sublease, when requested, Lessee shall provide to Lessor and each Head Lessor
and Owner such information concerning the location, condition, use and operation
of the Equipment as they may reasonably request. At all reasonable times and
upon reasonable notice (except no such notice shall be required if an Event of
Default exists), Lessor or its nominee may inspect the Aircraft and any Head
Lessor or Owner may inspect the item of Equipment in which such party has an
interest and the books and records of Lessee relative thereto. In addition,
Lessor or its nominee shall have the right to be present and observe the
Aircraft during any maintenance visit, provided that Lessee shall have no
obligation to notify Lessor of any such maintenance visit. Any inspection
permitted hereunder shall be conducted in a manner that does not unreasonably
interfere with Lessee's operation, use and maintenance of the Aircraft. Lessor
shall not have any duty to make any such inspection and shall neither incur any
liability or obligation by reason of not making any such inspection nor waive or
be deemed to waive any rights hereunder or under any other


                                       33
<PAGE>

Operative Agreement. Lessor shall not have any obligation to third parties or to
any Person to ensure that Lessee maintains the Aircraft in an airworthy
condition or otherwise in accordance with the terms hereof.


         Section 13.1 ASSIGNMENT BY LESSEE. Except as expressly permitted in the
following sentence, Lessee will not assign any of its rights under this Sublease
without the prior written consent of Lessor and the Head Lessor and Owner of the
Airframe. On ten days' written notice to Lessor, Lessee may consolidate with or
merge into any other corporation provided that the following conditions are met:


        (a)   the corporation formed by such consolidation or into which Lessee
              is merged shall be a corporation organized under the laws of the
              United States of America or any State thereof or the District of
              Columbia, shall be a citizen of the United States within the
              meaning of the Act, shall be a United States certificated air
              carrier holding one or more certificates of public convenience
              and necessity and shall execute and deliver to Lessor, each Head
              Lessor, Owner and Lender an agreement containing an assumption by
              such successor corporation of the due and punctual performance of
              each covenant and condition contained in this Sublease and the
              other Operative Agreements,

        (b)   immediately after giving effect to such transaction, no Event of
              Default shall have occurred and be continuing and

        (c)   Lessee shall have delivered to Lessor an Officer's Certificate
              of Lessee stating that such transaction complies with the
              requirements of this Section 13.1.


         13.2. ASSIGNMENT BY LESSOR. Lessor shall not sell, assign, convey or
otherwise transfer its interest in the Operative Agreements (whether by sale,
merger or otherwise) except on the conditions set forth in this Section 13.2
without the prior written consent of Lessee. Lessor may transfer its right,
title and interest in the Operative Agreements to (1) the Head Lessor of the
Airframe or (2) the Owner of the Airframe. In addition, Lessor may consolidate
or merge with another corporation by complying with the notice requirements and
other conditions set forth in Section 13.1, MUTATIS MUTANDIS.


        Any fees, charges and expenses, including the reasonable legal fees,
charges and expenses, incurred by Lessor or Lessee in connection with the
transfer by Lessor of any interest in the Aircraft or the Operative Agreements
will be paid for by the Lessor making such transfer and in no case will the
Lessee be responsible for any such fees, charges or expenses. Without limiting
the generality of any of the foregoing, Lessor will reimburse Lessee for its
reasonable out-of-pocket costs in reviewing documents required by Lessor, Lender
or the transferee in connection with any such transfer by Lessor.


        Lessor also agrees to reimburse Lessee for up to ______ of its actual,
reasonable, out-of-pocket fees, charges and expenses, including the reasonable
legal fees, charges and expenses, incurred by Lessee in connection with the
transfer by Owner or Head Lessor of any interest in the Aircraft or the
Operative Agreements.

                                       34
<PAGE>


        Notwithstanding anything herein to the contrary, Lessee shall not be
obligated to take any action in connection with any transfer, assignment, pledge
or other conveyance, for security or otherwise, by Lessor of its interest in any
of the Operative Agreements or any item of Equipment if such transfer,
assignment, pledge or other conveyance materially adversely affects the rights
or obligations of Lessee under the Operative Agreements or otherwise materially
adversely affects Lessee. The agreements, covenants, obligations and liabilities
contained in this Sublease including, but not limited to, all obligations to pay
Rent and indemnify each Indemnitee are made for the benefit of each Indemnitee
and their respective successors and assigns; provided, however, that no
transfer, assignment, pledge, or other conveyance shall increase the aggregate
financial exposure under the indemnity obligations of Lessee under this Sublease
as compared to what such obligations would have been had such transfer,
assignment, pledge or other conveyance not occurred.


        Lessee acknowledges that Head Lessors and Owners have the rights under
the relevant Head Lease and related agreements to transfer and finance their
interests in the Aircraft and the Head Lease subject to certain restrictions
contained therein. In the event of any such transfer or assignment by the Head
Lessor or Owner of the Airframe, Lessor shall use commercially reasonable
efforts to ensure the continued United States registration of the Aircraft under
the Act without limitation on use or operation and without disrupting Lessee's
continuous operation of the Aircraft.


         The terms and provisions of this Sublease shall be binding upon and
inure to the benefit of Lessor and Lessee and their respective permitted
successors and assigns.


         Section 14.  EVENTS OF DEFAULT.  Each of the following shall constitute
an "Event of Default":

                  (a) Lessee shall fail to make any payment of Basic Rent when
such payment shall have become due and fails to cure such non-payment within
five days after such payment shall have become due; or

                  (b) Lessee shall fail to make any payment of Supplemental Rent
or any payment due to Lessor under the MSA, in each case after such payment
shall have become due, and such payment shall be overdue for a period of 10 days
after such payment shall have become due; or

                  (c)      Lessee shall fail to carry and maintain insurance on
or with respect to the Aircraft in accordance with the provisions of Section 11;
or

                  (d) Lessee shall fail to perform or observe any other covenant
to be performed or observed by it hereunder or under any other Operative
Agreement and such failure shall continue unremedied for a period of 30 days
after written notice thereof by Lessor to Lessee unless Lessee shall be
diligently proceeding to correct such failure and such correction shall be
completed within 60 days of receipt of such notice; or

                                       35
<PAGE>

                  (e) Any representation or warranty made by Lessee herein shall
prove to have been incorrect in any material respect at the time made, shall
remain materially incorrect as of the date in question and shall not have been
cured within 30 days after receipt by Lessee of written notice from Lessor; or

                  (f) Lessee shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself under
any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it, or shall consent to any such relief or to the
appointment of or taking possession by any such official or agency in an
involuntary case or other proceeding commenced against it, or shall make a
general assignment for the benefit of creditors, or shall take any corporate
action to authorize any of the foregoing; or an involuntary case or other
proceeding shall be commenced against Lessee seeking liquidation, reorganization
or other relief with respect to it under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official or agency of it and
such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of 60 days; or

                  (g) Failure to return Aircraft to Lessor on or before May 18,
2002 in compliance with the terms hereof; PROVIDED, HOWEVER, that failure to
return the Aircraft on the date set forth herein will not be an Event of Default
for five (5) days after such date if Lessee has ceased commercial operation of
the Aircraft and makes diligent effort to return the Aircraft; and failure to
return the Aircraft on the date set forth herein will not be an Event of Default
(without limitation as to time of delay) if such failure is a result of the
failure of Lessor to perform the MSA.


         Section 15.  REMEDIES.

                  15.1 DEFAULT; REMEDIES. Upon the occurrence of an Event of
Default and at any time thereafter so long as the same shall be continuing,
Lessor may, at its option, declare this Sublease to be in default, and may
exercise one or more of the following remedies as Lessor in its sole discretion
shall elect, to the extent permitted by, and subject to compliance with any
mandatory requirements of, applicable law then in effect:


                           (a)      Lessor may cause Lessee, upon written demand
by Lessor and at Lessee's expense, to return promptly, and Lessee shall return
promptly, all or any part of the Aircraft, Airframe or Engines as Lessor may so
demand to Lessee at such location on Lessee's route system selected by Lessor in
the manner and condition required by, and otherwise in accordance with all the
provisions of, Section 5 as if the Aircraft, Airframe or Engines were being
returned at the end of the Term; or Lessor, at its option, may enter upon any
premises where all or any part of the Aircraft, Airframe, Engines, or Part
thereof, is located or reasonably believed to be located and take immediate
possession of and remove the same without the necessity for first instituting
proceedings or by summary proceedings or other method under applicable law all
without liability accruing to Lessor for or by reason of such entering and
taking of possession (except liability resulting from the willful misconduct or
gross negligence of Lessor or its agents); or

                                       36
<PAGE>

                           (b)      if requested to do so by the Head Lessor or
Owner, Lessor may sell all or any part of the Aircraft, Airframe or any Engine,
or Part thereof, at public or private sale, at such times and places, to such
Persons as Lessor may determine, or otherwise dispose of, hold, use, operate or
lease to others the Aircraft, Airframe or any Engine, or Part thereof, as
Lessor, in its sole discretion, may determine, all free and clear of any rights
of Lessee and without any duty to account to Lessee with respect to such action
or inaction or for any proceeds with respect thereto (except in connection with
the calculation of liquidated damages as provided below); or

                           (c)      Whether or not Lessor shall have exercised,
or shall thereafter at any time exercise, any of its rights under paragraph (a)
or (b) above, Lessor, by written notice to Lessee specifying a payment date not
earlier than fifteen days from the date of such notice, may cause Lessee to pay
to Lessor, and Lessee shall pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty (in
lieu of the Basic Rent for the Aircraft, Airframe, Engine or Part thereof due
for the periods commencing after the date specified for payment in such notice),
any unpaid Basic Rent due for periods prior to and including the period ending
with the Rent Payment Date immediately preceding the date specified in such
notice plus an amount equal to the excess, if any, of the present value of the
remaining payments of Basic Rent during the Term over the present value of the
fair market rental value of the Aircraft, Airframe, Engine or Part thereof, for
the remainder of such Term, using in each case a discount rate equal to the
yield to maturity of an actively traded marketable United States Treasury fixed
interest debt security with a maturity that is closest to the remaining term of
the Sublease, as published by the Federal Reserve Board in its Statistical
Release H.15(519) (or any successor publication), determined as of the date
specified for payment in such notice; or

                           (d)      Lessor may rescind this Sublease as to all
or any part of the Aircraft, Airframe and Engines, or Part thereof, or may
exercise any other right or remedy which may be available to it under the
Uniform Commercial Code whether or not in effect in the jurisdiction in which
enforcement is sought or other applicable law or proceed by appropriate court
action to enforce the terms hereof or to recover damages for the breach hereof.


         For the purpose of this Section 15, the "fair market rental value" of
the Aircraft shall be as specified in an appraisal by BK Associates or Aircraft
Information Services, Inc., as selected by Lessor or, if neither appraiser is
available, another nationally recognized independent aircraft appraiser chosen
by Lessor, who shall determine such value(s) on the assumption that the Aircraft
is in the condition required hereunder and located in Houston, Texas.


         In addition to the foregoing remedies, Lessee shall be liable for any
and all Supplemental Rent due hereunder before or after termination hereof,
except as otherwise expressly provided above, for all legal fees and other costs
and expenses of Lessor incurred by reason of the occurrence of an Event of
Default and the exercise of Lessor's remedies with respect thereto including all
costs and expenses incurred in connection with the return of the Airframe or any
Engine in accordance with the terms of Section 5 hereof or any appraisal of the
Aircraft. At any sale of the Airframe or any Engine, Lessor (or any Head Lessor)
may bid for and purchase such property.

                                       37
<PAGE>


                  15.2 NO WAIVER, ETC. No remedy referred to in this Section 15
is intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lessor at law or in
equity; and the exercise or beginning of exercise by Lessor of any one or more
of such remedies shall not preclude the simultaneous or later exercise by Lessor
of any or all of such other remedies. No express or implied waiver by Lessor of
any Event of Default shall in any way be, or be construed to be, a waiver of any
earlier or subsequent Event of Default.


         Section 16. NOTICES. All notices required under the terms and
provisions hereof shall be in writing and shall be given by certified mail,
overnight courier, telecopy, telex, teletype or any other customary means of
written communication, addressed:

                  If to Lessor, at 1600 Smith Street, 32nd Floor - HQSFN,
Houston, Texas 77002, Attention: Senior Vice President - Finance, telecopier
number 713-324-2447, or at such other address as Lessor shall from time to time
designate in writing;

                  If to Lessee, at Honolulu International Airport, 3375 Koapaka
Street, Suite 6350, Honolulu, Hawaii 96819, Attention: VP - Finance, telecopier
number 808-838-5353, with a copy to General Counsel, at the same address,
telecopier number 808-835-3690, or at such other address as Lessee shall from
time to time designate in writing;

                  The effective date of any such notice shall be (1) five
Business Days after such notice is placed in the mail, in the case of notices
given by certified mail, (2) the next Business Day, in the case of notices sent
by overnight courier or (3) the date such notice is telecopied, telexed or
teletyped, in the case of notices sent by telecopy, telex or teletype.


         Section 17.  LESSEE'S OBLIGATIONS; LESSOR'S BREACH.

                  17.1 LESSEE'S OBLIGATIONS. Except as specifically provided
herein, Lessee's obligation to pay all Rent payable hereunder shall be absolute
and unconditional and shall not be affected by any circumstance, including
without limitation: (a) any setoff, counterclaim, recoupment, defense or other
right which Lessee may have against Lessor or any other Person for any reason
whatsoever; (b) any defect in the title, airworthiness, condition, design,
operation or fitness for use of, or any damage to or loss or destruction of, the
Aircraft, Airframe or any Engine, or any interruption or cessation in the use or
possession thereof by Lessee for any reason whatsoever; (c) any insolvency,
bankruptcy, reorganization or similar proceedings by or against Lessee; (d) any
restriction, prevention or curtailment of or interference with any use of the
Aircraft or part thereof; (e) any invalidity or unenforceability or
disaffirmance of this Sublease or any provision hereof or any of the other
Operative Agreements or any provision thereof, in each case whether against or
by Lessee or otherwise; or (f) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.


         If for any reason whatsoever this Sublease shall be terminated in whole
or in part by operation of law or otherwise (other than as a result of any act
or failure to act by the Lessor) except as specifically provided herein, if and
to the extent that the Lessee retains the use and


                                       38
<PAGE>

possession of the Aircraft on substantially the same terms as those provided in
this Sublease, Lessee nonetheless agrees to pay to the Lessor an amount equal to
each Rent payment at the time such payment would have become due in accordance
with the terms hereof had this Sublease not been terminated in whole or in part.


                  17.2 LESSOR'S BREACH. Notwithstanding any provision of Section
17.1 to the contrary, (a) Lessee reserves such rights as it may have under
applicable law with respect to the breach by Lessor of the covenant set forth in
Section 21 hereof; (b) if Lessor becomes subject to a bankruptcy proceeding and
Lessor's trustee in bankruptcy rejects this Sublease, Lessee shall return the
Aircraft to Lessor in compliance with all the terms and provisions of this
Sublease which are applicable to the return of the Aircraft on the last day of
the Term and, upon such return and performance of such terms and conditions,
this Sublease and Lessee's obligation to pay any Rent hereunder shall terminate;
and (c) nothing contained in Sections 17.1 and 17.2(b) shall be construed as a
waiver of Lessee's right to seek, or its entitlement to, damages, specific
performance, separate recovery of any payment of Rent made by Lessee which is
not due and payable in accordance with the terms of this Sublease, other
remedies at law or equity and any combination thereof, as against Lessor or any
other Person as shall be liable therefor, on account of any failure of Lessor or
any other such Person to perform its obligations under this Sublease (including,
but not limited to, breach of Section 21 hereof) or on account of any act or
omission of Lessor or any other such Person or to enforce any judgment therefor.


        Section 18. CONFIDENTIALITY. Lessee and Lessor agree to keep this
Agreement, including Schedule 1 hereto, confidential and shall not disclose or
cause to be disclosed the same to any Person, except (i) to prospective
permitted transferees of any such party's interests or to any prospective Lender
or their respective counsel or other agents who agree to hold such information
confidential, (ii) to any such party's counsel or special counsel, insurance
brokers, auditors or other agents, Affiliates, advisors or investors who agree
to hold such information confidential, (iii) as may be required by any statute,
court or administrative order, ruling or regulation or applicable law, (iv) the
Head Lessors, Owners and Lenders and (v) such other Persons as are reasonably
deemed necessary by the disclosing party in order to protect the interests of
such party for the purpose of enforcing such documents by such party.


         Section 19.  [Reserved]

         Section 20. RIGHT TO PERFORM FOR LESSEE. If Lessee fails to make any
payment of Supplemental Rent required to be made by it hereunder or fails to
perform or comply with any of its agreements contained herein, Lessor may (but
shall not be obligated to) make such payment or perform or comply with such
agreement, and the amount of such payment and the reasonable cost of such
performance or compliance, together with interest thereon at the Overdue Rate,
shall be deemed Supplemental Rent, payable by Lessee upon demand.


         Section 21. QUIET ENJOYMENT. So long as no Event of Default shall have
occurred and be continuing, Lessor covenants that it shall not interfere, or
permit any duly authorized Person acting by, through or under Lessor, to
interfere with any right of Lessee peaceably and quietly without hindrance or
molestation to hold, possess and use, during the Term and in accordance with the
terms hereof, the Aircraft, Airframe and Engines.

                                       39
<PAGE>


         Section 22. INVESTMENT OF FUNDS. Any amounts required to be paid to, or
retained by Lessor on behalf of, Lessee that are not then required to be paid to
Lessee pursuant to this Sublease shall, until paid to Lessee as provided in this
Sublease, be invested by Lessor as directed by Lessee and at the expense and
risk of Lessee in the following securities (which shall mature no later than 90
days of the date of purchase thereof): (a) direct obligations of the Government;
(b) obligations fully guaranteed by the Government; (c) open market commercial
paper issued by any corporation rated P-1 or P-2 by Moody's Investors Service
Inc. or A-1 or A-2 by Standard & Poor's Corporation; or (d) certificates of
deposit issued by, or bankers' acceptances of, or time deposits or a deposit
account with any bank, trust company or national banking association
incorporated or doing business under the laws of the United States of America or
any state thereof having a combined capital and surplus of at least _______.
There shall be promptly remitted to Lessee any gain (including interest
received) realized as the result of any such investment (net of any fees,
commissions, taxes and other expenses, if any, incurred in connection with such
investment) unless an Event of Default shall have occurred and be continuing.
Lessee will promptly pay to Lessor, on demand, the amount of any loss realized
as the result of any such investment (together with any fees, commissions and
other expenses (including, without limitation, any taxes), if any, incurred in
connection with such investment).


         Section 23.  ADDITIONAL COVENANTS OF LESSEE.

                  23.1 MAINTENANCE OF STATUS. To the extent provided thereby (or
to the fullest extent it may lawfully so agree, whether or not provided
thereby), Lessee hereby agrees that any right of Lessor to take possession of
such Aircraft or Engines in compliance with the provisions of this Sublease and
in accordance with Section 1110 of Title 11 of the United States Code or any
similar provision of any superseding statute, as amended from time to time,
shall not be affected by the provisions of Sections 362 or 363 or said Title, or
other analogous part of any superseding statute, as amended from time to time,
and accordingly, it is the intention of the parties hereto that this Sublease be
afforded the benefits of said Section 1110. Lessor and Lessee agree that this
Sublease shall be treated as a lease for federal income tax purposes.


                  23.2  [Reserved.]

                  23.3 FINANCIAL INFORMATION. Lessee agrees to furnish to Lessor
from time to time during the Term such non-confidential information relating to
its financial, operational or business affairs or condition as Lessor may
reasonably request.


         Section 24. MISCELLANEOUS. All representations, warranties and
indemnities of Lessee and Lessor provided for in this Sublease and in the other
Operative Agreements shall survive the execution and delivery of this Sublease.
Any provision of this Sublease which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. No term or provision of this Sublease may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or


                                       40
<PAGE>

termination is sought. This Sublease shall constitute an agreement of lease, and
nothing herein shall be construed as conveying to Lessee any right, title or
interest in or to the Aircraft, Airframe or Engines except as a lessee only. The
section and paragraph headings in this Sublease, the table of contents and the
cover (other than the chattel paper language contained thereon) are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof and all references herein to numbered
sections, unless otherwise indicated, are to sections of this Sublease. THIS
SUBLEASE, AND EACH SUBLEASE SUPPLEMENT AND AMENDMENT HERETO, SHALL IN ALL
RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY RESIDENTS THEREOF AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.


         Each party hereto hereby irrevocably agrees, accepts and submits to the
non-exclusive jurisdiction of the courts of the State of New York in the City
and County of New York and of the United States for the Southern District of New
York, in connection with any legal action, suit or proceeding with respect to
any matter relating to or arising out of or in connection with this Agreement or
any other Operative Agreement. Each party hereto hereby irrevocably waives any
objection that it may now or hereafter have to the laying of venue of any of the
aforesaid actions, suits or proceedings arising out of or in connection with
this Agreement or any other Operative Agreement brought in any of the aforesaid
courts, and hereby agrees not to plead or claim that any such action, suit or
proceeding brought in any such court has been brought in an inconvenient forum.
Each party waives its respective rights to a jury trial of any claim or cause of
action in any court in any jurisdiction based upon or arising out of or relating
to this Agreement. If any action arising out of or in connection with the
Operative Agreements is instituted in the State of Hawaii or Texas, the parties
agree that they will not object to the removal of such action to a court in the
State of New York by reason of forum non conveniens or for any other reason.


                  Any provision of this Sublease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.


                  This Sublease and each Sublease Supplement and amendment
hereto may be executed in several counterparts, each of which shall be deemed an
original, and all such counterparts shall constitute one and the same
instrument. This Sublease shall be a net lease and, except as specifically
provided herein, Lessee shall be responsible during the Term for all costs
incurred in the operation, use, maintenance and possession of the Aircraft by
Lessee. Each party hereto agrees to execute such further documents and make any
filings as may be reasonably necessary to protect the rights of the parties
hereunder.


                                       41
<PAGE>


         IN WITNESS WHEREOF, Lessor and Lessee have each caused this Sublease to
be duly executed and delivered as of the day and year first above written.



                                               HAWAIIAN AIRLINES, INC.


                                               By: ____________________________
                                                    Title:


                                               By: ____________________________
                                                    Title:


                                               CONTINENTAL AIRLINES, INC.


                                               By ____________________________
                                                    Title: Senior Vice President


                                       42
<PAGE>




                                                                       EXHIBIT A
                                                           TO SUBLEASE AGREEMENT

                             SUBLEASE SUPPLEMENT NO.


         THIS SUBLEASE SUPPLEMENT NO.   , dated _______, 19   between HAWAIIAN
AIRLINES, INC., a Hawaii corporation ("Lessee"), and CONTINENTAL AIRLINES, INC.,
a Delaware corporation ("Lessor").

         Lessor and Lessee have heretofore entered into that certain Sublease
Agreement 084, dated as of December [__], 2000 (as at any time amended, modified
or supplemented, herein called the "Sublease" and the terms defined therein
being herein used with the same meanings), which Sublease provides in Section 2
for the execution of Sublease Supplements substantially in the form hereof for
the purpose of leasing a specific Aircraft under the Sublease as and when
delivered by Lessor to Lessee in accordance with the terms thereof. [The
Sublease relates, among other matters, to the Airframe and Engines described
below, and this Sublease Supplement is attached to a counterpart of the Sublease
for purposes of filing and recordation with the FAA pursuant to the Act.] [The
Sublease relates to the Airframe [and] [Engines] described below, and a
counterpart of the Sublease, attached to and made a part of Sublease Supplement
No. 1, dated ______, 2000, to the Sublease, has been recorded by the FAA on
_____, _______ as one document and assigned Conveyance No. __].

         NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, and pursuant to Section 2 of the Sublease, Lessor and
Lessee hereby agree as follows:


         1. Lessor hereby delivers and subleases to Lessee, and Lessee hereby
accepts and leases from Lessor, under the Sublease, as herein supplemented:


         The following described McDonnell Douglas Model DC-10-30 Aircraft (the
"Delivered Aircraft") which Delivered Aircraft as of the date hereof consists of
the following:

-----------

This Sublease Supplement has been executed in several counterparts. No security
interest in Lessor's right, title and interest in and to this Sublease
Supplement may be created through the transfer or possession of any counterpart
other than the original counterpart. [THIS IS NOT THE ORIGINAL COUNTERPART.]


<PAGE>





         Airframe:  U.S. Registration Marks N35084; Manufacturer's Serial No.
46991; and

         Engines:  Three General Electric Model CF6-50C2 engines bearing Engine
Manufacturer's Serial Numbers as follows:
                           Position 1: ____
                           Position 2: ____
                           Position 3: ____

Each of the Engines described above has 750 or more rated takeoff horsepower or
the equivalent of such horsepower.

         2. The Delivery Date of the [Delivered Aircraft] [Engine] is the date
of this Sublease Supplement set forth in the opening paragraph hereof.


         3. Lessee hereby confirms to Lessor that Lessee has accepted the
[Delivered Aircraft] [Engine] for all purposes hereof and of the Sublease.


         4. THIS SUBLEASE SUPPLEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK
AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY
RESIDENTS THEREOF AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.


<PAGE>



         IN WITNESS WHEREOF, Lessor and Lessee have caused this Sublease
Supplement to be duly executed and delivered as of the date and year first above
written.


                                               HAWAIIAN AIRLINES, INC.


                                               By: ___________________________
                                                     Title:


                                               By: ___________________________
                                                     Title:


                                               CONTINENTAL AIRLINES, INC.,


                                               By: ___________________________
                                                     Title:





<PAGE>



                                                                      SCHEDULE 1



                             CERTAIN FINANCIAL TERMS




                 [Intentionally omitted from the version of this
             document filed with the FAA as containing commercially
                        sensitive financial information.]





<PAGE>


                                                                      SCHEDULE 2



                                RETURN CONDITIONS




                 [Intentionally omitted from the version of this
             document filed with the FAA as containing commercially
                        sensitive financial information.]


</TEXT>
</DOCUMENT>
