IN RE ALOHA AIRGROUP, INC. (Bankr.D.Hawaii 2005)

ROBERT FARIS, Bankruptcy Judge

RECITALS:

A. On December 30, 2004, Aloha Airgroup, Inc. and Aloha Airlines, Inc. (collectively, the "Debtors") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Hawaii (the "Court"). The Debtors continue to operate their businesses and manage their property as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

B. Pursuant to an order entered on February 25, 2005 (the "Approved Order") (Docket No. 481), the Court approved that certain Memorandum of Understanding and related term sheets (as amended from time to time, the "Global Restructuring MOU") entered into among the Debtors, General Electric Capital Corporation and certain of its affiliates (collectively, the "GE Entities").

C. Pursuant to the Global Restructuring MOU and the Approved Order, inter alia, the Debtors assumed certain aircraft and engine lease agreements, as amended, and issued a "Deferral Note" with respect to certain cure payment obligations and deferred rent. Consequently, as provided in the Approved Order, and subject only to the terms and conditions of the Early Redelivery Agreements (as defined below), any and all claims arising under and relating to such assumed agreements and the Deferral Note constitute expenses of administration under sections 503(b) and 507(a)(1) of the Bankruptcy Code (the "GE Entities Administrative Expenses Claims").

D. On July 19, 2005, the Court entered an order, inter alia, authorizing the Debtors to redeliver three (3) aircraft (the "Redelivered Aircraft") to certain of the GE Entities pursuant to, and in accordance with, early redelivery agreements (the "Early Redelivery Agreements"), which amended certain terms of the leases relating to the Redelivered Aircraft as provided in said agreements.

E. On October 4, 2005, the Court in these chapter 11 cases entered an order (the "Administrative Expense Claim Bar Date Order") (Docket No. 1471) establishing November 1, 2005 as the deadline by which all creditors of the Debtors asserting the allowance of and payment of administrative expense claims pursuant to sections 503 and 507(a) of the Bankruptcy Code must file proofs of claim (the "Administrative Expense Claim Bar Date").

AGREEMENT:

1. Notwithstanding the Administrative Expense Claim Bar Date Order, the GE Entities are not required to file proofs of claim or requests for payment in respect of any and all GE Entities Administrative Expenses Claims.

2. Except as provided herein, the parties reserve all of their respective rights, claims and defenses.

3. The Stipulation and Order is effective and binding as of the date hereof.

4. Within two business days of the date hereof, the Debtors agree to file this Stipulation and Order with the Court requesting the Court's approval of this Stipulation and Order.

5. This Stipulation and Order may be executed in one or more counterparts, by facsimile or otherwise, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same document.

AGREED AND SO STIPULATED.

APPROVED AND SO ORDERED.