Exhibit
10.9


AMENDMENT NO. 3 TO LEASE
AGREEMENT


(33421)


This Amendment No.
3 to Lease Agreement (33421) (“Amendment”), dated as of December 15, 2006, is
entered into by and between AWMS I, a Delaware statutory trust, having a place
of business at c/o AWAS Aviation Services, Inc., One West Street, Suite 100-5,
New York, New York 10004 (herein called “Lessor”), and Hawaiian Airlines, Inc.,
a Delaware corporation, having its principal place of business at 3375 Koapaka
Street, Suite G350, Honolulu, Hawaii 96819 (herein called “Lessee”).


RECITALS


A.                                   Lessor and Lessee have heretofore entered
into a Lease Agreement dated as of September 20, 2001, as supplemented by a
Lease Supplement dated September 23, 2002, which were both recorded with the
Federal Aviation Administration as one document on October 3, 2002, and
assigned Conveyance Number F81267, as amended by Amendment No. 1 to Lease
Agreement dated as of September 23, 2002, which was recorded by the FAA on
December 18, 2002 and assigned Conveyance Number II027157, and Amendment No. 2
to Lease Agreement dated as of May 7, 2003 (hereafter, “Amendment No. 2”),
which was recorded by the FAA on June 25, 2003 and assigned Conveyance Number
QQ027273 (hereafter, collectively, the “Lease”), pursuant to which Lessor has
leased to Lessee one Boeing (also shown as BOEING on the International Registry
drop down menu) Model 767-33AER (also shown as 767-300 on the International
Registry drop down menu)  aircraft
bearing manufacturer’s serial number 33421 and US Registration Number N587HA,
together with two Pratt & Whitney (also shown as PRATT & WHITNEY on the
International Registry drop down menu) Model PW4060 (also shown as PW4000 94 on
the International Registry drop down menu) engines installed thereon bearing
manufacturer’s serial numbers P729108 and P729109 (also shown as 729108 and
729109 on the International Registry drop down menu), respectively.


B.                                     Lessor
and Lessee wish to amend the terms of the Lease on the terms and conditions set
forth herein.


C.                                     Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Lease and reference to “Articles” herein shall be
construed to refer to Articles of the Lease.


TERMS
AND CONDITIONS


Therefore, in consideration of the premises, and for good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows, with effect from the Effective Date (as such term is
defined in Paragraph 11, below):












1.                                       The
definition of “Companion Lease” in Article 1 of the Lease is hereby amended by
adding the following at the end thereof:


“; provided, however, that upon the termination of any
of the foregoing Lease Agreements (whether as a result of the purchase by
Lessee of the relevant aircraft or the occurrence of the Lease Expiration Date
(as defined below), such terminated Lease Agreement shall no longer be deemed a
Companion Lease.”


2.                                       Article
3(a) of the Lease is amended and restated in its entirety as follows:


“(a)                            Term.  Except as otherwise provided herein, the
Aircraft shall be leased to Lessee hereunder for a Term that commences on
September 23, 2002, and ends on a date (the “Lease Expiration Date”) during the
period August 31, 2009, to February 28, 2010 (both dates inclusive) as
specified by Lessee to Lessor in writing (the “Lease Expiration Date Notice”)
on or before November 30, 2008; provided, that if Lessee gives the Lease
Expiration Date Notice to Lessor but such notice is dated after November 30,
2008, or if, for any reason, Lessee fails to give Lessor the Lease Expiration
Date Notice, the Term of this Lease shall in any event end on November 30,
2009.”


3.                                       Paragraph
1 of Schedule “1” of the Lease is amended and restated in entirety as provided
in Paragraph 1 of Schedule I hereto.


4.                                       Article
3(b) of the Lease is amended and restated in its entirety as follows:


“Lessee shall pay Lessor Basic Rent for the Aircraft
throughout the Term in consecutive monthly in advance payments, due and payable
commencing on September 23, 2002, and on the 23rd day in each calendar month thereafter through
the Lease Expiration Date.  The amount of
each monthly Basic Rent payment payable for the Aircraft throughout the Term
shall be as specified in paragraph 3 of Schedule “1” hereto.  In the event the Lease Expiration Date occurs
on a date other than the 22nd of a calendar month, on the Lease Expiration
Date, provided no Event or Event of Default shall have occurred and be
continuing hereunder, Lessor shall refund to Lessee the amount set forth in the
last paragraph of Paragraph 3 of Schedule “1” hereto for each day in the period
from and excluding the Lease Expiration Date to and excluding the next 22nd of a calendar month to occur after the Lease
Expiration Date.”


5.                                       Paragraph
3 of Schedule “1” of the Lease is amended and restated in entirety as provided
in Paragraph 2 of Schedule I hereto.



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6.                                       The
following is inserted as Article 3(c) of the Lease, and all references to “Security
Deposit” originally contained in the Lease Agreement (as originally entered
into) and which were deemed deleted pursuant to the last clause of paragraph 3
of Amendment No. 2, are reinstated:


(c)                                  Security
Deposit.  Lessee shall provide Lessor
with the cash Security Deposit specified in paragraph 4 of Schedule “1” hereto,
to be held by Lessor as security for performance of all Lessee’s obligations
hereunder and under the Companion Leases. 
Lessee agrees to maintain the Security Deposit with Lessor for the full
amount required under this Article 3(c) and paragraph 4 of Schedule “1” until
all Lessee’s obligations hereunder have been fully performed.  Lessor may commingle the Security Deposit
with its general funds, and Lessee shall not be entitled to any interest or
other earnings thereon.  The Security
Deposit under this Lease is in addition to the security deposit required under
each Companion Lease.


“If an Event of Default occurs and shall be continuing
or shall result in the termination or cancellation of this Lease by Lessor, in
addition to any other rights or remedies Lessor may have hereunder or under any
Companion Lease, Lessor shall be entitled, at its option, to apply the Security
Deposit towards any or all amounts due under this Lease or under any Companion
Lease, whether such amounts due constitute Basic Rent payments hereunder or
thereunder, damages for breach of this Lease or a Companion Lease, or other
Rent payments hereunder or thereunder, all in Lessor’s sole discretion.”


7.                                       Paragraph
4 of Schedule “1” of the Lease is amended and restated in entirety as provided
in Paragraph 3 of Schedule I hereto.


8.                                       Article
4(b)(i) of the Lease is hereby amended by deleting the reference therein to “Hawaii”
and replacing the same with “Delaware”.


9.                                       Lessee
represents and warrants to Lessor on the date this Amendment is signed by
Lessor and Lessee, and on the Effective Date, that:


(i)                                     Lessee
is a corporation duly organized and existing in good standing under the laws of
Delaware, has full power, authority and legal right to own its properties and
to carry on its business as presently conducted and to perform its obligations
under the Lease, as amended hereby, holds all licenses, certificates and
permits from all governmental authorities necessary for the conduct of its
business, and is duly qualified to do business as a corporation in good
standing in each jurisdiction in which the failure to be so qualified would
have a materially adverse effect on Lessee or on its ability to perform its
obligations under the Lease, as amended hereby.


(ii)                                  This
Amendment has been duly authorized by all necessary action on the part of
Lessee, 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 hereof does or will violate any provision of the articles
of incorporation or by-laws of Lessee or any law, rule, regulation, judgment,
order or decree of any government or governmental instrumentality or court
having jurisdiction over Lessee, or any of its activities or properties, or
does or will result in any breach of, or constitute any default under, or
result in the creation of any Lien upon any property of Lessee under, any
indenture, mortgage, deed of trust, conditional sale contract, loan or credit
agreement, or other agreement or instrument to which Lessee is a party or by
which Lessee or its properties may be bound or affected.



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(iii)                               Neither
the execution and delivery by Lessee of this Amendment nor the performance by
Lessee of any of the transactions contemplated hereby require the consent,
approval, order or authorization of, or registration with, or the giving of
notice to, the Aeronautics Authority or any other domestic or foreign
governmental authority, except for the approvals, authorizations and consents
that have heretofore been obtained, true and complete copies of which have been
delivered to Lessor.


(iv)                              This
Amendment has been duly executed and delivered by Lessee and constitutes the
legal, valid, binding and enforceable obligation of Lessee, except where the
enforceability thereof may be limited by applicable bankruptcy, insolvency or
other laws affecting creditors’ rights generally.


(v)                                 Lessee
is a Certificated Air Carrier within the meaning of Section 41102 of Title 49
of the United States Code Annotated, and Lessor is entitled to the benefits and
protections of Section 1110 of the Bankruptcy Code (11 U.S.C. Section 1110) in
respect of the Aircraft leased to Lessee under the Lease, as amended hereby.


10.                                 Lessee
shall cause this Amendment, so far as required or permitted by applicable law
or regulation, to be kept, filed, registered and recorded at all times in
accordance with Article 12 of the Lease.


11.                                 This
Amendment shall become effective on the date (the “Effective Date”) that Lessee
complies with the following conditions to the reasonable satisfaction of
Lessor:


(i)  Lessee shall have provided
Lessor with a copy of a resolution of the Board of Directors of Lessee,
certified by the Secretary or an Assistant Secretary of Lessee, duly
authorizing and ratifying the execution, delivery and performance by Lessee of
the obligations of Lessee contemplated by this Amendment, together with an
incumbency certificate as to the person or persons authorized to execute and
deliver this Amendment and related documents on behalf of Lessee;


(ii)  Lessor shall have received
satisfactory legal opinions from counsel to Lessee and FAA counsel as to the
matters referred to in Paragraph 9(i) through (v), above, and as to such other
matters as Lessor may reasonably request; and


(iii)  all conditions precedent
to the effectiveness of each “Amendment No. 3 to Lease Agreement,” dated as of
the date hereof, between Lessor and Lessee, amending the Companion Leases for
MSN 33422, 33423 and 33424 on substantially the same terms and conditions as
set forth herein, shall have been fulfilled and the same shall be in full force
and effect.


If Lessee fails to comply with the conditions set
forth in the foregoing clauses (i) through (iii) on or before December 29,
2006, at Lessor’s option this Amendment shall become null and void.



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12.                                 On
and after the Effective Date of this Amendment, each reference in the Lease to “this
Lease”, “hereunder”, “hereof”, or words of like import referring to the Lease
shall mean and be a reference to the Lease as amended by this Amendment.  The Lease, except to the extent amended by
this Amendment, remains in full force and effect and is hereby in all respects
ratified and confirmed.


13.                                 This
Amendment may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. 
Delivery of an executed counterpart of this Amendment by facsimile shall
be equally as effective as delivery of an originally executed counterpart.  Any party hereto delivering an executed
counterpart of this Amendment by facsimile shall also deliver an originally
executed counterpart but the failure to so deliver a manually executed
counterpart shall not affect the validity, enforceability or binding effect
hereof.


14.                                 This
Amendment shall in all respects be governed by, and construed in accordance
with, the internal laws of the State of California, United States of America
(without regard to any conflict of laws rule that might result in the
application of the laws of any other jurisdiction), including all matters of
construction, validity and performance.


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers or representatives as of
the date first written above.


	
  

  	
   

  	
  AWMS I

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  HAWAIIAN AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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Signature Page to Amendment No. 3 to Lease Agreement (33421)