EXHIBIT

10.3




 




AMENDED AND RESTATED STOCKHOLDERS AGREEMENT




AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT, dated as of August 29, 2002 (this “Agreement”),

by and among HAWAIIAN HOLDINGS, INC., a Delaware corporation (the  “Company”),

AIP, LLC, a Delaware limited liability company (“AIP”), the AIR LINE

PILOTS ASSOCIATION, HAWAIIAN MASTER EXECUTIVE COUNCIL (“Hawaiian MEC”),

the ASSOCIATION OF FLIGHT ATTENDANTS (“AFA”) and the INTERNATIONAL

ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS (“IAM” and, together

with the Hawaiian MEC and AFA, the “Unions”).  




WHEREAS, the parties

hereto (or their predecessors) have entered into the Stockholders Agreement,

dated December 8, 1995 (the “Original Stockholders Agreement).




WHEREAS, pursuant to an

Agreement and Plan of Merger, dated as of May 2, 2002 (the “Hawaiian Merger

Agreement”), by and among Hawaiian Airlines, Inc., a Hawaii corporation

(“Hawaiian Airlines”), the Company and HA Sub Inc., and an Agreement and Plan

of Merger, dated as of May 2, 2002 (the “AIP Merger Agreement”), by and among

the Company, AIP General Partner, Inc., AIP, Inc., and AIP Merger Sub, Inc.,

Hawaiian Airlines was reorganized into a holding company structure whereby the

Company owns (directly and indirectly) all of the shares of Hawaiian Airlines, and

Airline Investors Partnership, L.P., a Delaware limited partnership (“AIP,

L.P.”) was restructured into AIP (such transactions referred to herein

collectively as the “Reorganization”).




WHEREAS, as a result of

the Reorganization, the shareholders of Hawaiian Airlines (other than AIP,

L.P.) received the same number of shares of the Company as they held

immediately prior thereto, and AIP received the same number of shares of the

Company as AIP, L.P. held immediately prior 

thereto.




WHEREAS, in accordance

with Section 5.10 of the Original Stockholders Agreement, each of AIP and the

Company executed and delivered a Joinder to the Stockholders Agreement,

pursuant to which AIP and the Company assumed all of the rights, duties and

obligations of AIP, L.P. and Hawaiian Airlines, respectively, under the

Original Stockholders Agreement.




WHEREAS, pursuant to the

Hawaiian Merger Agreement (and, in the case of the Unions, in accordance with

the collective bargaining agreements between Hawaiian Airlines and the Unions),

each of AIP and each Union was issued a number of shares of a series of special

preferred stock of the Company equal to the number of shares of the special

preferred stock of Hawaiian Airlines held by AIP, L.P. and such Union,

respectively, immediately prior to the Reorganization, with substantially the

same rights, preferences and privileges as the special preferred stock of

Hawaiian Airlines held by AIP, L.P. and each Union, respectively, immediately

prior to the Reorganization.




 




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NOW, THEREFORE, in order

to reflect the consummation of the Reorganization, the parties hereby amend and

restate the Original Stockholders Agreement in its entirety to read as follows:




1.             Definitions.  As used in this Agreement, the following

terms shall have the meanings set forth below: 






 




An “Affiliate” of,

or a person “affiliated” with, a specified Person, means a Person that

directly, or indirectly through one or more intermediaries, controls, or is

controlled by, or is under common control with, the Person specified.  The term “control” (including the terms

“controlling,” “controlled by” and “under common control with”) means the

possession, direct or indirect, of the power to direct or cause the direction

of the management and policies of a person, whether through the ownership of

voting securities, by contract, or otherwise.




“AIP Stockholder”

shall mean AIP or any “affiliate” of AIP as defined in the Charter Documents.




“Board of Directors”

means the Board of Directors of the Company.




“Charter Documents”

means the Amended and Restated Certificate of Incorporation and the Amended

By-laws of the Company as in effect immediately after the Reorganization,

copies of which are attached hereto as Exhibits A and B,

respectively.




“Common Stock”

means the Common Stock, par value $.01 per share, of the Company or any other

capital stock of the Company into which such stock is reclassified or

reconstituted.




“Common Stock

Equivalents” means any security or obligation which is by its terms convertible

into shares of Common Stock and any option, warrant or other subscription or

purchase right with respect to Common Stock.




“Person” means any

individual, corporation, partnership, limited liability company, firm, joint

venture, association, joint stock company, trust, unincorporated organization,

governmental body or other entity.




“Series A Special

Preferred Stock,” “Series B Special Preferred Stock,” “Series C

Special Preferred Stock” and “Series D Special Preferred Stock”

shall have the meanings assigned to such terms in the Charter Documents.




“Shares” means,

with respect to the AIP Stockholder, all shares, whether now owned or hereafter

acquired, of Common Stock; provided, for purposes of Section 2,

Shares shall be deemed to include Common Stock Equivalents.




“Stockholders Meeting”

shall mean any regular or special meeting of the stockholders of the Company.




 




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“Written Consent”

shall mean any written consent executed in lieu of a Stockholders Meeting.




2.             Restriction

on Transfer of Shares.  The AIP

Stockholder agrees that it shall not sell, give, assign or otherwise dispose of

(whether by operation of law or otherwise) (each a “transfer”) any Shares or

any right, title or interest therein or thereto to any Person that is, or is an

Affiliate of, any Person that has been denied a Part 121 certificate by

the Department of Transportation.  Any

attempt to transfer any Shares or any such rights in violation of the preceding

sentence shall be null and void ab initio, and the Company agrees not to

register any such transfer.  




 




3.             Corporate

Governance.




 




3.1           Election

of Directors.  The AIP Stockholder

shall vote its Shares at any Stockholders Meeting called for the purpose of

filling positions on the Board of Directors, or in any Written Consent executed

for such purpose, in favor of the directors standing for election and nominated

by the holders of Series A Special Preferred Stock, Series B Special

Preferred Stock, Series C Special Preferred Stock and Series D

Special Preferred Stock, respectively.




 




3.2           Amendment

of Charter Documents.  The AIP

Stockholder shall vote its Shares at any Stockholders Meeting called for the

purpose of revising the Charter Documents, or in any Written Consent executed

for such purposes, against any proposed amendment to any Charter Document that

would be inconsistent with, or alter the rights of the Unions or the

obligations of the Board of Directors under, the Designation of Special

Preferred Stock included in the Amended and Restated Certificate of

Incorporation of the Company attached hereto as Exhibit A or any of

Sections 3.2, 3.3, or 3.8 or Article XII of the Amended By-Laws of the

Company attached hereto as Exhibit B (collectively referred to as

the “Governance Provisions”).  In

the event the Board of Directors purports to amend or revise the Charter

Documents in any respect that would be inconsistent with, or alter the rights

of the Unions or the obligations of the Board of Directors under, the

Governance Provisions, then the AIP Stockholder shall, at the request of any

Union and to the extent permitted by law, (i) seek a Stockholders Meeting

or stockholder action by Written Consent, as soon as practicable, for the

purpose of restoring the Governance Provisions, (2) propose a stockholder

resolution at such Stockholders Meeting or action by Written consent to restore

the Governance Provisions, and (3) vote its shares at any Stockholders

Meeting, or in any Written Consent, in favor of such resolution to restore the

Governance Provisions.




3.3           Board

Committee Representation.  The AIP

Stockholder shall make reasonable efforts to ensure that at least one Employee

Director serves on each significant committee of the Board other than the Audit

Committee (including, if any, the Executive Committee, the Strategic Planning

Committee, the Board Nominating Committee and other committees of comparable

significance).




3.4           General

Obligations.  The AIP Stockholder

shall not take any action inconsistent with the Governance Provisions.  In the event of any material




 




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change to the terms or structure of the rights or

powers of the AIP Stockholder, as a stockholder or as a holder of the

Series A Special Preferred Stock, under the Charter Documents or comparable

corporate documentation (including, without limitation, changes in the AIP

Stockholder’s right to nominate, designate, remove or replace directors on the

Board of Directors), the AIP Stockholder shall, at the request of any Union and

to the extent permitted by law, take all action necessary to implement

comparable changes to the terms or structure of the rights or powers of such

Union under the Charter Documents or comparable corporate documentation.




3.5           Stockholder

Actions.  In order to effectuate the

provisions of this Section 3, the AIP Stockholder hereby agrees that when

any action or vote is required to be taken pursuant to this Agreement, such

Stockholder shall attend the Stockholders Meeting, in person or by proxy, or

execute or cause to be executed a Written Consent to effectuate such

stockholder action, as appropriate.




4.             Stock

Certificate Legend.  A copy of this

Agreement shall be filed with the Secretary of the Company and kept with the

records of the Company.  Each

certificate representing Shares now held or hereafter acquired by the AIP

Stockholder shall for as long as this Agreement is effective bear a legend

substantially in the following form:  




 




THE SALE, ASSIGNMENT OR

OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES

REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE AMENDED AND

RESTATED STOCKHOLDERS AGREEMENT, DATED AS OF AUGUST 29, 2002, BY AND AMONG THE

COMPANY, AIP, LLC AND CERTAIN UNIONS, A COPY OF WHICH MAY BE INSPECTED AT THE

COMPANY’S PRINCIPAL OFFICE.  THE COMPANY

WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY

IF THE TRANSFER HAS NOT BEEN MADE IN COMPLIANCE WITH THE STOCKHOLDERS

AGREEMENT.




5.             Miscellaneous.  




 




5.1           Notices.  All notices or other communications given or

made hereunder shall be validly given or made if in writing and delivered by

facsimile transmission or in Person at, mailed by registered or certified mail,

return receipt requested, postage prepaid, or sent by a reputable overnight

courier to, the following addresses (and shall be deemed effective at the time

of receipt thereof).




 




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  (a)


  	

  if to the Hawaiian MEC:


  
	

   


  	

  Air Line Pilots

  Association,


  
	

   


  	

  Hawaiian Master

  Executive Council


  
	

   


  	

  535 Herndon Parkway


  
	

   


  	

  Herndon, Virginia  22070-1169


  
	

   


  	

  Attention:  Master Chairman, Hawaiian MEC


  
	

   


  	

  Telecopy: (703)

  689-4290


  
	

   


  	

   


  
	

   


  	

  with a copy to:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  Cohen, Weiss and

  Simon


  
	

   


  	

  330 West 42nd

  Street


  
	

   


  	

  New York, New

  York  10036


  
	

   


  	

  Attention:  Stephen Presser


  
	

   


  	

  Telecopy: (212)

  239-9012


  
	

   


  	

   


  
	

  (b)


  	

  if to the AFA:


  
	

   


  	

   


  
	

   


  	

  Association of

  Flight Attendants


  
	

   


  	

  1625

  Massachusetts Avenue, N.W.


  
	

   


  	

  Washington, D.C.

  20036


  
	

   


  	

  Attention:  President, Hawaiian MEC


  
	

   


  	

  and David Borer


  
	

   


  	

  Telecopy:  (202) 939-5385


  
	

   


  	

   


  	

   


  
	

  (c)


  	

  if to the IAM:


  
	

   


  	

   


  
	

   


  	

  International Association

  of Machinists,


  
	

   


  	

  District 141


  
	

   


  	

  1449 South Beretania

  Street


  
	

   


  	

  Honolulu, HI 96814


  
	

   


  	

  Attention:  Sam Poomaihealani and


  
	

   


  	

  Floyd Baptiste


  
	

   


  	

  Telecopy:  (808) 836-0144


  
	

   


  	

   


  
	

  (d)


  	

  if to the AIP Stockholder:


  
	

   


  	

   


  
	

   


  	

  AIP, LLC


  
	

   


  	

  885 Third Avenue


  
	

   


  	

  34th Floor


  
	

   


  	

  New York, New

  York 10022


  
	

   


  	

  Attention:  John Adams


  
	

   


  	

  Telecopy:  (212) 751-9501


  





 




 




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  with a copy to:


  
	

   


  	

   


  
	

   


  	

  Paul, Weiss,

  Rifkind, Wharton & Garrison


  
	

   


  	

  1285 Avenue of

  the Americas


  
	

   


  	

  New York, New

  York  10019-6064


  
	

   


  	

  Attention:  Judith R. Thoyer, Esq.


  
	

   


  	

  Telecopy:  (212) 757-3990


  
	

   


  	

   


  	

   


  
	

  (e)


  	

  if to the Company:


  
	

   


  	

   


  	

   


  
	

   


  	

  Hawaiian

  Holdings, Inc.


  
	

   


  	

  3375 Koapaka

  Street, Suite G-350


  
	

   


  	

  Honolulu, Hawaii

  96819


  
	

   


  	

  Attention:  Lyn F. Anzai, Esq.


  
	

   


  	

  Telecopy:  (808) 835-3690


  
	

   


  	

   


  
	

   


  	

  with a copy to:


  
	

   


  	

   


  	

   


  
	

   


  	

  Paul, Weiss,

  Rifkind, Wharton & Garrison


  
	

   


  	

  1285 Avenue of

  the Americas


  
	

   


  	

  New York, New

  York  10019-6064


  
	

   


  	

  Attention:  Judith R. Thoyer, Esq.


  
	

   


  	

  Telecopy:  (212) 757-3990


  





 




or to such other address as the party to whom notice is to be given may

have previously furnished notice in writing to the other in the manner set

forth above.




5.2           Amendment and Waiver.




(a)           No

failure or delay on the part of any party hereto in exercising any right, power

or remedy hereunder shall operate as a waiver thereof, nor shall any single or

partial exercise of any such right, power or remedy preclude any other or

further exercise thereof or the exercise of any other right, power or

remedy.  The remedies provided for

herein are cumulative and are not exclusive of any remedies that may be

available to the parties hereto at law, in equity or otherwise.




(b)           This

Agreement may be amended, supplemented or modified only with the written

consent of the AIP Stockholder and the Unions.




5.3           No

Inconsistent Agreement.  The AIP Stockholder

shall not enter into any stockholder agreement, voting agreement or other

agreement that is inconsistent with the terms of this Agreement.




5.4           Enforcement.  The parties to this Agreement agree that the

irreparable damage will occur in the event that any of the provisions of this

Agreement is not performed in accordance with its specific terms or is

otherwise breached and that monetary damages will not constitute adequate

compensation for any breach of this Agreement. 

Accordingly, in addition to any other remedy available to any party at

law or




 




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equity, the parties shall be entitled to an injunction

or injunctions in any court of competent jurisdiction to prevent breaches of

this Agreement to specifically enforce the terms and provisions of this

Agreement.




5.5           Severability.  If any provision of this Agreement is held

by a court of competent jurisdiction to be invalid, illegal, or unenforceable

in any respect for any reason, the validity, legality or enforceability of such

provision in every other respect and of each remaining provision of the

Agreement shall not be impaired thereby in any respect.  The parties specifically intend that all of

the rights of the Unions under this Agreement shall be enforceable to the

fullest extent permitted by law.




5.6           Entire

Agreement.  This Agreement, together

with the exhibits hereto, is intended by the AIP Stockholder and the Unions as

a final expression of their agreement and intended to be a complete and exclusive

statement of the agreement and understanding of such parties hereto in respect

of the subject matter contained herein and therein.  There are no restrictions, promises, warranties or undertakings,

other than those set forth or referred to herein or therein.  This Agreement, together with the exhibits

hereto, supersede all prior agreements and understandings between the AIP

Stockholder and the Unions with respect to such subject matter.




5.7           Term

of Agreement.  This Agreement shall

terminate at such time as the AIP Stockholder shall no longer have any right to

designate directors pursuant to the Charter Documents.




5.8           GOVERNING

LAW.  THIS AGREEMENT SHALL BE

GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE,

WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF EXCEPT TO THE

EXTENT INTERNAL CORPORATE LAWS OF THE COMPANY’S STATE OF INCORPORATION SHALL

APPLY.




5.9           Transfer

to Affiliates.  An AIP Stockholder

shall not transfer any Shares to any Affiliate of AIP or an AIP Stockholder (an

“AIP Affiliate”) unless the AIP Affiliate agrees in writing to be bound

by the terms and conditions of this Agreement in the same manner as AIP.




5.10         Successors

and Assigns.  This agreement shall

be binding on any successor that acquires all or substantially all of AIP or

any AIP Affiliate that maintains beneficial or record ownership of any Shares

(an “AIP Successor”), and the AIP Stockholder shall not adopt or permit

any agreement or arrangement that results in an AIP Successor unless the AIP

Successor agrees in writing to be bound by the terms and conditions of this

Agreement in the same manner as AIP. 

This Agreement is not assignable except in connection with a transfer of

Shares by AIP to an “affiliate,” as defined in the Charter Documents.




 




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5.11         Notice

of Transfer.  The AIP Stockholder

shall provide the Company and the Unions with reasonable notice prior to

transferring record or beneficial ownership of Shares to any Affiliate,

Substantial Purchaser or AIP Successor. 

For this purpose, a “Substantial Purchaser” shall mean a

transferee (or group of transferees acting in concert) which acquires 10% or

more of the Shares.




5.12         Counterparts.  This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, and all of which

taken together shall constitute one and the same instrument.




 




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IN WITNESS

WHEREOF, the undersigned have executed, or have cause to be executed, this

Agreement on the date first written above.




 




	

  AIR LINE PILOTS

  ASSOCIATION, HAWAIIAN MASTER EXECUTIVE COUNCIL


  
	

   


  
	

  By:


  	

  /s/ Ronald C.K.

  Hoopai_


  	

   


  
	

   


  	

  Name:  Ronald C.K. Hoopai


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  	

   


  
	

  ASSOCIATION OF

  FLIGHT ATTENDANTS


  
	

  By:


  	

  /s/ Patricia A.

  Friend


  	

   


  
	

   


  	

  Name:  Patricia A. Friend


  	

   


  
	

   


  	

  Title:  Int’l President


  	

   


  
	

   


  	

   


  	

   


  
	

  INTERNATIONAL

  ASSOCIATION OF MACHINISTS AND AEROSPACE WORKERS


  
	

   


  
	

  By:


  	

  /s/ S.R. Canale


  	

   


  
	

   


  	

  Name:  S.R. Canale


  	

   


  
	

   


  	

  Title:  President and Directing General Chairman,


  
	

   


  	

  District 141


  	

   


  
	

   


  	

   


  	

   


  
	

  AIP, LLC


  
	

   


  
	

  By:


  	

  /s/ John W.

  Adams


  	

   


  
	

   


  	

  Name:  John W. Adams


  	

   


  
	

   


  	

  Title:  Managing Member


  	

   


  
	

   


  	

   


  	

   


  
	

  HAWAIIAN

  HOLDINGS, INC.


  
	

   


  
	

  By:


  	

  /s/ Lyn Flanigan

  Anzai


  	

   


  
	

   


  	

  Name:  Lyn Flanigan Anzai


  	

   


  
	

   


  	

  Title:  Vice President, General Counsel and


  	

   


  
	

   


  	

  Corporate

  Secretary


  
	

   


  	

   


  
	

  (Solely with

  respect to Sections 2 and 4 hereof)