Exhibit 10.03


 


THE OFFER AND SALE OF THE
WARRANT REPRESENTED BY THIS CERTIFICATE AND THE UNDERLYING SHARES OF STOCK HAVE
NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAW.  NEITHER THIS
WARRANT NOR THE UNDERLYING STOCK, NOR ANY PORTION THEREOF OR INTEREST THEREIN,
MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED
AND QUALIFIED IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAW, OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.


 


	
  Warrant No.

  	
   

  	
   

  	
  March 13, 2006

  



 


WARRANT

to Purchase the Common Stock of 

Hawaiian Holdings, Inc.


 


THIS CERTIFIES THAT, for value received,                     
at the address set forth on the books and records of the Company, or registered
assigns, is entitled to purchase from Hawaiian Holdings, Inc., a Delaware
corporation, or any successor (the “Company”), in whole or in part, at a
purchase price of $5.00 per share (subject to adjustment as provided herein),
at any time, from and after the date hereof to and including March 13, 2009,                
shares of the fully paid and nonassessable Common Stock (as herein defined) (as
such number may be adjusted as provided herein).


 


The shares of Common Stock which may be purchased pursuant to this Warrant
are referred to herein as the “Aggregate Number”.  Certain terms used in this Warrant are defined
in Section 6.


 


This Warrant is being issued in connection with the provision of
additional credit by Holder under the Credit Agreement, as modified by an
amendment of even date herewith.


 


The number of shares of Common Stock purchasable hereunder (“Warrant
Shares”) is subject to adjustment as hereinafter set forth.  This Warrant is subject to the following
provisions, terms and conditions:


 


1.               (a)          Exercise of Warrant.  The rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Common Stock), by (A) the delivery of this Warrant, together with a
properly completed Subscription Form in the form attached hereto, to the
principal office of the Company at 3375 Koapaka Street, Suite G-350, Honolulu,
HI 96819 (or to such other address as it may designate by notice in writing to
the Holder) and (B) payment to the Company of the Warrant Purchase Price for
the Warrant Shares being purchased (i) by cash or by certified check or bank
draft, (ii) as provided in Section 1(b) or (iii) any combination thereof.  The Company agrees that the shares so
purchased shall be deemed to be issued to the Holder as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been delivered to the Company and payment made for such shares as aforesaid.  Certificates for the shares so purchased
shall be delivered to the Holder 


 

















 


within two (2) Business Days after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing, and with an Aggregate Number
equal to, the number of Warrant Shares, if any, with respect to which this
Warrant shall not then have been exercised, in all other respects identical
with this Warrant, shall also be issued and delivered to the Holder within such
time, or, at the request of such Holder, appropriate notation may be made on
this Warrant and signed by the Company and the same returned to such Holder.


 


(b)         Exercise
by Reduction in Term Loan Amount.  In
lieu of paying cash as provided in Section 1(a), the Holder shall have the
right to exercise this Warrant by reducing the principal amount of such Holder’s
Term Loan (as defined in the Credit Agreement) by an amount equal to the
aggregate Warrant Purchase Price for the Warrant Shares being purchased
hereunder.


 


(c)         Exercise
at the Option of the Company.  If,
for a period of thirty (30) consecutive calendar days, the average closing
price of the Common Stock on the American Stock Exchange  (or, if the Common Stock is no longer listed
on the American Stock Exchange, on such other national securities exchange on
which the Common Stock is then listed or admitted to trading) is equal to or
greater than $9.00 per share, the Company shall have the right and option  (the “Forced Exercise Option”) to cause
the Holder to exercise all of its rights under this Warrant and to pay to the
Company the aggregate Warrant Purchase Price for all the Warrant Shares
represented by this Warrant.  The
Business Day immediately following such thirty (30) day period is referred to
herein as the “Forced Exercise Date.” 
To exercise the Forced Exercise Option, the Company must deliver to the
Holder at its principal offices, at any time after the Forced Exercise Date
(and provided that the Warrant Shares are covered by an effective registration
statement, and the disposition of such Warrant Shares is not restricted by the
blackout provisions contained in Section 2.05 of the Registration Rights
Agreement), a written notice of exercise of the Force Exercise Option (the “Forced
Exercise Notice”). Within ten (10) Business Days upon receipt of such
Forced Exercise Notice, the Holder shall elect to exercise this Warrant either
as set forth in Section 1(a) or Section 1(b) and shall submit a properly
completed Subscription Form to the Company. 
If the Holder fails to exercise this Warrant as so required by the end
of such ten (10) Business Day period, then this Warrant shall be deemed
cancelled and of no further force or effect, and all of Holder’s rights hereunder
shall automatically terminate without the necessity of any further action.


 


(d)         Transfer
Restriction Legend.  Each certificate
for Warrant Shares issued upon exercise of this Warrant, unless at the time of
exercise the offer and sale of such Warrant Shares are registered under the Securities
Act, shall bear the following legend (and any additional legend required by
applicable law or rule) on the face thereof:


 


The offer and sale
of the shares of stock represented hereby have not been registered pursuant to
the Securities Act of 1933, as amended, or any state securities law.  Neither these shares, nor any portion thereof
or interest therein, may be sold, transferred or otherwise disposed of unless
the same are registered and qualified in accordance with said Act and any
applicable state securities law, or, in the


 


1

















 


opinion of counsel
reasonably satisfactory to the Company, such registration and qualification are
not required.


 


The
provisions of Section 2 shall be binding upon all holders of certificates for
Warrant Shares bearing the above legend and shall also be applicable to all
holders of this Warrant.


 


(e)         Expenses
and Taxes on Exercise.  The Company
shall pay all expenses, taxes and other charges payable in connection with the
preparation, execution and delivery of any stock certificates and substitute
Warrants pursuant to this Section 1, except that, in case such stock
certificates or Warrants shall be registered in a name or names other than the
name of the holder of this Warrant, funds sufficient to pay all stock transfer
taxes which shall be payable upon the execution and delivery of such stock
certificates or Warrants shall be paid by the Holder to the Company at the time
the Company delivers such stock certificates or Warrants to the Company for
exercise.


 


2.               (a)          Warrants and Warrant Shares Not
Registered; Transferee Restrictions. 
Each Holder, by acceptance thereof, represents and acknowledges that the
offer and sale of this Warrant and the Warrant Shares which may be purchased
upon exercise of this Warrant are not being registered under the Securities
Act, that the issuance of this Warrant and the offering and sale of such
Warrant Shares are being made in reliance on the exemption from registration
under Section 4(2) of the Securities Act as not involving any public offering
and that the Company’s reliance on such exemption is predicated in part on the
representations made by the initial Holder of this Warrant to the Company that
such Holder (i) is acquiring this Warrant for investment purposes for its own
account, with no present intention of reselling or otherwise distributing the
same in violation of the Securities Act, subject, nevertheless, to any
requirement of law that the disposition of its property shall at all times be within
its control, (ii) is an “accredited investor” as defined in Regulation D under
the Securities Act and (iii) has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investments made or to be made in connection with the acquisition and exercise
of this Warrant.  Neither this Warrant
nor the related Warrant Shares may be transferred except pursuant to an
effective registration statement under the Securities Act or upon the conditions
specified in Section 2(b).


 


(b)         Notice
of Transfer, Opinion of Counsel. 
Each Holder, by acceptance hereof, agrees that prior to the disposition
of this Warrant or of any Warrant Shares, other than pursuant to an effective
registration under the Securities Act, such Holder will give written notice to
the Company expressing such Holder’s intention to effect such disposition and
describing briefly such Holder’s intention as to the manner in which this
Warrant or the Warrant Shares theretofore issued or thereafter issuable upon
exercise hereof, are to be disposed together with an opinion of counsel as may
be designated by such Holder and reasonably satisfactory to the Company as to
the necessity or non-necessity of registration under the Securities Act.  If in the opinion of such counsel, the
proposed disposition does not require registration under the Securities Act of
the disposition of this Warrant and/or the Warrant Shares issuable or issued
upon the exercise of this Warrant, such Holder shall be entitled to dispose of
this Warrant and/or the Warrant Shares theretofore issued upon the exercise
hereof, all in accordance with the terms of the notice delivered by such Holder
to the Company.  The Company is entitled
to rely on the most recent written notice from the Holder with respect to the
ownership of the Warrant.


 


2

















 


3.           Representations,
Warranties and Covenants of the Company.


 


(a)                                  The Company hereby represents and
warrants that:


 


(A)          The Company has full corporate power
and authority to execute and deliver this Warrant.


 


(B)           The execution and delivery of this
Warrant and the consummation by the Company of the transactions contemplated
hereby have been duly and validly approved by all necessary corporate action on
the part of the Company.


 


(C)           This Warrant has been duly executed
and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company, enforceable in accordance with its terms.


 


(D)          The Holder of this Warrant, when such
Warrant is issued by the Company to such Holder, shall have good title thereto
free from all taxes, liens and charges with respect to the issuance thereof.


 


(b)                                 The Company covenants and agrees that:


 


(A)          Reservation of Shares.  During the period within which the rights
represented by this Warrant may be exercised, the Company will have at all
times authorized, and reserved for the purpose of issue or transfer upon
exercise of the rights evidenced by this Warrant, a sufficient number of shares
of the Common Stock to provide therefore.


 


(B)           Issuance of Shares.  The Warrant Shares issued pursuant to the
exercise of this Warrant will, upon issuance, be duly and validly issued, fully
paid and nonassessable and the Holder of such Warrant Shares shall have good title
to such Warrant Shares free from all taxes, liens and charges with respect to
the issuance thereof.


(C)           Listing on Securities Exchanges.  The Company promptly will procure at its sole
expense the listing (subject to issuance or notice of issuance) of all Warrant
Shares, following registration of such Warrant Shares under the Securities Act,
on all stock exchanges on which the shares of Common Stock are then listed.


 


4.           Participation
in Distributions of Common Stock and Certain Adjustments.


 


Under certain conditions, the Aggregate Number is subject to adjustment
as set forth in this Section 4.  No
adjustments shall be made under this Section 4 as a result of the issuance
by the Company of the Warrant Shares upon exercise of this Warrant.


 


(a)        Adjustments.  The Aggregate Number, after taking into
consideration any prior adjustments pursuant to this Section 4, shall be
subject to adjustment from time to time as follows


 


3





















 


and, thereafter, as adjusted, shall be deemed to be
the Aggregate Number hereunder.  No
adjustment shall be made under this Section 4(a) upon the issuance of
Convertible Securities or Common Stock issuable upon exercise or conversion of
such Convertible Securities if an adjustment shall previously have been made
upon the issuance of such Convertible Securities pursuant to Section 4(c).


 


(i)            Stock Dividends;
Subdivisions and Combinations.  In
case at any time or from time to time the Company shall:


 


(A)          issue to the holders of the Common
Stock a dividend payable in, or other distribution of, Common Stock (a “Stock
Dividend”),


 


(B)           subdivide its outstanding shares of
Common Stock into a larger number of shares of Common Stock, including without
limitation by means of a stock split (a “Stock Subdivision”), or


 


(C)           combine its outstanding shares of
Common Stock into a smaller number of shares of Common Stock (a “Stock
Combination”), then the Aggregate Number in effect immediately prior
thereto shall be (1) proportionately increased in the case of a Stock Dividend
or a Stock Subdivision and (2) proportionately decreased in the case of a Stock
Combination.  In the event the Company
shall declare or pay, without consideration, any dividend on the Common Stock
payable in any right to acquire Common Stock for no consideration, then the
Company shall be deemed to have made a Stock Dividend in an amount of shares
equal to the maximum number of shares issuable upon exercise of such rights to
acquire Common Stock.


 


(ii)           Other
Distributions.  In case at any time
or from time to time the Company shall take a record of the holders of the
Common Stock for the purpose of entitling them to receive any dividend or other
distribution, other than a distribution of Common Stock, Convertible Securities
or options, warrants or other rights to subscribe for or purchase any
Convertible Securities (collectively, a “Distribution”), of:


 


(A)          Cash (other than regular quarterly
dividends payable out of current consolidated earnings);


 


(B)           any evidences of its indebtedness,
any shares of its Capital Stock (other than Common Stock) or any other
securities or property of any nature whatsoever (other than cash); or


 


(C)           any options, warrants or other rights
to subscribe for or purchase any of the following: any evidences of its indebtedness,
any shares of its Capital Stock (other than Common Stock) or any other
securities or property of any nature whatsoever (other than cash),


 


4

















 


then the Holder shall be entitled to receive such Distribution as if
the Holder had fully exercised this Warrant upon the exercise of this Warrant
at any time on or after the taking of such record, the number of Warrant Shares
to be received upon exercise of this Warrant determined as stated herein and,
in addition and without further payment, the cash, evidences of indebtedness,
stock, securities, other property, options, warrants and/or other rights (or
any portion thereof) to which the Holder would have been entitled by way of
such Distribution and subsequent dividends and distributions through the date
of exercise as if such Holder (x) had fully exercised this Warrant immediately
prior to such Distribution and (y) had retained the Distribution in respect of
the Common Stock and all subsequent dividends and distributions of any nature
whatsoever in respect of any stock or securities paid as dividends and
distributions and originating directly or indirectly from such Common Stock.


 


A reclassification of the Common Stock into shares of
Common Stock and shares of any other class of stock shall be deemed a
Distribution by the Company to the holders of the Common Stock of such shares
of such other class of stock and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such event shall be deemed a Stock Subdivision
or Stock Combination, as the case may be, of the outstanding shares of Common
Stock within the meaning of Section 4(a)(i) hereof.


 


(iii)          Issuance of
Common Stock.  If at any time or from
time to time the Company shall (except as hereinafter provided in this Section
4(a)(iii)) issue or sell any additional shares of Common Stock for a
consideration per share less than the Fair Market Value, then, effective on the
date specified below, the Aggregate Number shall be adjusted by multiplying (A)
the Aggregate Number immediately prior thereto by (B) a fraction, the numerator
of which shall be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares of Common Stock
(calculated on a Fully Diluted basis) and the number of such additional shares
of Common Stock so issued and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding immediately prior to the issuance
of such additional shares of Common Stock (calculated on a Fully Diluted basis)
and the number of shares of Common Stock which the aggregate consideration for
the total number of such additional shares of Common Stock so issued would
purchase at the Fair Market Value.  The
date as of which the Fair Market Value shall be computed shall be the earlier
of the date on which the Company shall enter into a firm contract or commitment
for the issuance of such additional shares of Common Stock or the date of
actual issuance of such additional shares of Common Stock.


 


The provisions of this Section 4(a)(iii) shall
not apply to any issuance of additional shares of Common Stock for which an
adjustment is otherwise provided under


 


5

















 


Section 4(a)(i) hereof.  No adjustment of the Aggregate Number shall
be made under this Section 4(a)(iii) upon:


 


(A)          the issuance of any additional shares
of Common Stock which are issued pursuant to (x) the exercise of other
subscription or purchase rights or (y) the exercise of any conversion or
exchange rights in any Convertible Securities, provided that for purposes of
clauses (x) or (y) an adjustment shall previously have been made upon the
issuance of such other rights or upon the issuance of such Convertible
Securities pursuant to Section 4(a)(iv) or (v) hereof or no such
adjustment shall have been required upon the issuance of such other rights or
Convertible Securities;


 


(B)                                the
issuance of Common Stock in any merger or other acquisition of a business or
Person approved by the Board of Directors of the Company;


 


(C)                                the
issuance of Common Stock in a Qualified Public Offering;


 


(D)                               the
issuance of up to 1,500,000 shares of Common Stock issuable to employees of
Hawaiian Airlines, Inc. pursuant to the Hawaiian Airlines, Inc. Stock Bonus
Plan;


 


(E)                                 the
issuance of shares of Common Stock upon the exercise of stock options or other
awards made or denominated in shares of Common Stock under the Company’s 2005
Stock Incentive Plan or any of the Company’s other stock plans including any
stock option, stock purchase, restricted stock or similar plan hereafter
adopted by the Board of Directors of the Company and, if required by applicable
law or stock exchange requirement, approved by the stockholders of the Company;


 


(F)                                 the
issuance of Common Stock on exercise or conversion of Convertible Securities
outstanding on the Closing Date; or


 


(G)                                the
issuance of Common Stock pursuant to Convertible Securities to financial
institutions or similar entities in transactions approved by the Board of
Directors of the Company, the principal purpose of which is not raising capital
through the sale of equity securities.


 


(iv)          Warrants and
Options.  If at any time or from time
to time the Company shall take a record of the holders of the Common Stock for
the purpose of entitling them to receive a distribution of, or shall in any
manner (whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company immediately
prior to the merger continue to own more than fifty percent (50%) of the
outstanding Common Stock immediately after the merger and for a period of one
hundred eighty (180) days thereafter, or otherwise) issue or sell any warrants,
options or other rights to subscribe for


 


6





















 


or purchase,
directly or indirectly, any Convertible Securities, whether or not the rights
to subscribe, purchase, exchange or convert thereunder are immediately
exercisable, and the consideration per share for which additional shares of
Common Stock may at any time thereafter be issuable pursuant to such warrants,
options or other rights or pursuant to the terms of such Convertible Securities
shall be less than the Fair Market Value, then the Aggregate Number shall be
adjusted as provided in Section 4(a)(iii) hereof on the basis that (A) the
maximum number of additional shares of Common Stock issuable pursuant to all
such warrants, options or other rights or necessary to effect the conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
as of the date of the determination of the Fair Market Value as hereinafter
provided and (B) the aggregate consideration for such maximum number of
additional shares of Common Stock shall be deemed to be the minimum
consideration received and receivable by the Company for the issuance of such
additional shares of Common Stock pursuant to the terms of such warrants, options
or other rights or such Convertible Securities. 
For purposes of this Section 4(a)(iv), the effective date of such
adjustment and the date as of which the Fair Market Value shall be computed
shall be the earliest of (x) the date on which the Company shall take a record
of the holders of the Common Stock for the purpose of entitling them to receive
any such warrants, options or other rights, (y) the date on which the Company
shall enter into a firm contract or commitment for the issuance of such warrants,
options or other rights and (z) the date of actual issuance of such warrants,
options or other rights.


 


No adjustment of the Aggregate Number shall be made
under this Section 4(a)(iv) upon:


 


(A)          the issuance of any warrants, options
or other rights which are issued pursuant to the exercise of any warrants,
options or other rights if an adjustment shall have been made or is
contemporaneously made or if no such adjustment shall have been required upon
the issuance of such warrants, options or other rights, pursuant to this
Section 4(a)(iv);


 


(B)           the issuance of warrants, options or
other rights to subscribe for or purchase Convertible Securities in any merger
or other acquisition of a business or Person approved by the Board of Directors
of the Company;


 


(C)           the issuance of warrants, options or
other rights to subscribe for or purchase shares of Common Stock or other
awards made or denominated in shares of Common Stock under the Company’s 2005
Stock Incentive Plan or any of the Company’s other stock plans including any
stock option, stock purchase, restricted stock or similar plan hereafter
adopted by the Board of Directors of the Company and, if required by applicable
law or stock exchange requirement, approved by the stockholders of the Company;
or


 


8

















 


(D)          the issuance of options, warrants or
other rights to subscribe for or purchase Convertible Securities to financial
institutions or similar entities in transactions approved by the Board of
Directors of the Company, the principal purpose of which is not raising capital
through the sale of equity securities.


 


(v)           Convertible
Securities.  If at any time or from
time to time the Company shall take a record of the holders of the Common Stock
for the purpose of entitling them to receive a distribution of or shall in any
manner (whether directly, by assumption in a merger in which the Company is the
surviving corporation and in which the shareholders of the Company immediately
prior to the merger continue to own more than fifty percent (50%) of the
outstanding Common Stock immediately after the merger and for a period of one
hundred eighty (180) days thereafter, or otherwise) issue or sell Convertible
Securities, whether or not the rights to exchange or convert thereunder are
immediately exercisable, and the consideration per share for the additional
shares of Common Stock which may at any time thereafter be issuable pursuant to
the terms of such Convertible Securities shall be less than the Fair Market
Value, then the Aggregate Number shall be adjusted as provided in
Section 4(a)(iii) hereof on the basis that (A) the maximum number of
additional shares of Common Stock necessary to effect the conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
as of the date of the determination of the Fair Market Value as herein provided
and (B) the aggregate consideration for such maximum number of additional
shares of Common Stock shall be deemed to be the minimum consideration received
and receivable by the Company for the issuance of such additional shares of
Common Stock pursuant to the terms of such Convertible Securities.  For purposes of this Section 4(a)(v), the
effective date of such adjustment and the date as of which the Fair Market
Value shall be computed shall be the earliest of (x) the date on which the
Company shall take a record of the holders of the Common Stock for the purpose
of entitling them to receive any such Convertible Securities, (y) the date on
which the Company shall enter into a firm contract or commitment for the
issuance of such Convertible Securities and (z) the date of actual issuance of
such Convertible Securities.


 


No adjustment of the Aggregate Number shall be made
under this Section 4(a)(v) upon:


 


(A)          the issuance of any Convertible
Securities which are issued pursuant to the exercise of any warrants, options
or other subscription or purchase rights if an adjustment shall previously have
been made or is contemporaneously made or if no such adjustment shall have been
required upon the issuance of such warrants, options or other rights pursuant
to Section 4(a)(iv) hereof;


 


9

















 


(B)           the issuance of Convertible
Securities in any merger or other acquisition of a business or Person approved
by the Board of Directors of the Company;


 


(C)           the issuance of Convertible
Securities upon the exercise, conversion or the extension of the term of
Convertible Securities outstanding on the Closing Date or the cancellation and
reissuance with identical terms and conditions except for a longer term of any
such Convertible Securities outstanding on the Closing Date; or


 


(D)          the issuance of Convertible Securities
to financial institutions or similar entities in transactions approved by the Board
of Directors of the Company, the principal purpose of which is not raising
capital through the sale of equity securities.


 


(vi)          Subsequent
Adjustments.  If at any time after
any adjustment of the Aggregate Number shall have been made pursuant to Section 4(a)
(iv) or (v) hereof on the basis of the issuance of warrants, options or other
rights or the issuance of Convertible Securities, or after any new adjustments
of the Aggregate Number shall have been made pursuant to this Section 4(a)(vi),
then:


 


(A)          such warrants, options or rights or
the right of conversion or exchange in such Convertible Securities shall
expire, and all or a portion of such warrants, options or rights, or the right
of conversion or exchange in respect of all or a portion of such Convertible
Securities, as the case may be, shall not have been exercised prior to such
expiration, then


 


(B)           such previous adjustment shall be
rescinded and annulled and the additional shares of Common Stock which were
deemed to have been issued by virtue of the computation made in connection with
such adjustment shall no longer be deemed to have been issued by virtue of such
computation;


 


(C)           simultaneously therewith, a
recomputation shall be made of the effect of such warrants, options or rights
or Convertible Securities on the determination of the Aggregate Number, which
shall be made on the basis of treating the number of additional shares of
Common Stock, if any, theretofore actually issued pursuant to any previous
exercise of such warrants, options or rights or such right of conversion or
exchange as having been issued on the date or dates of such exercise and, in
the case of a recomputation of a calculation originally made pursuant to
Section 4(a)(iv) or (v), for the consideration actually received and receivable
therefor;


 


and, if and to the extent called for by the foregoing
provisions of Section 4(a)(vi) on the basis aforesaid, a new adjustment of
the Aggregate Number shall be made, such new adjustment shall supersede the
previous adjustment so rescinded and annulled.


 


10





















 


(vii)         Miscellaneous.  The following provisions shall be applicable
to the making of adjustments of the Aggregate Number provided above in this
Section 4(a):


 


(A)          Whenever the Aggregate Number is
adjusted pursuant to this Section 4(a), the Warrant Purchase Price per Warrant
Share payable upon exercise of this Warrant shall be adjusted by multiplying
the Warrant Purchase Price immediately prior to such adjustment by a fraction,
the numerator of which shall be the Aggregate Number prior to such adjustment,
and the denominator of which shall be the Aggregate Number following such
adjustment.


 


(B)           The sale or other disposition of any
issued shares of Common Stock owned or held by or for the account of the
Company or any of its Subsidiaries shall be deemed an issuance thereof for the
purposes of this Section 4(a).


 


(C)           To the extent that any additional
shares of Common Stock or any Convertible Securities or any warrants, options
or other rights to subscribe for or purchase any Convertible Securities (1) are
issued solely for cash consideration, the consideration received by the Company
therefor shall be deemed to be the amount of the cash received by the Company
therefor or (2) are offered by the Company for subscription, the consideration
received by the Company shall be deemed to be the subscription price, in any
such case excluding any amounts paid or receivable for accrued interest or
accrued or accumulated  dividends.  To the extent that such issuance shall be for
a consideration other than cash, or partially for cash and partially for other
consideration, then the amount of such consideration shall be deemed to be the
fair market value of such other consideration plus, if applicable, the amount
of such cash at the time of such issuance, determined in the manner set forth
in Section 4(d)(ii).  In case any
additional shares of Common Stock or any Convertible Securities or any
warrants, options or other rights to subscribe for or purchase any Convertible
Securities shall be issued in connection with any merger in which the Company
is the survivor and issues any securities, the amount of consideration therefor
shall be deemed to be the fair market value of such additional shares of Common
Stock, Convertible Securities, warrants, options or other rights, as the case
may be, determined in the manner set forth in Section 4(d)(ii).


 


The consideration for any shares of Common Stock
issuable pursuant to the terms of any Convertible Securities shall be equal to
(x) the consideration received by the Company for issuing any warrants, options
or other rights to subscribe for or purchase such Convertible Securities, plus
(y) the consideration paid or payable to the Company in respect of the
subscription for or purchase of such Convertible Securities, plus (z) the
consideration, if any, payable to the Company upon the exercise of the right of
conversion or exchange of such Convertible Securities.


 


11

















 


In case of the issuance at any time of any additional
shares of Common Stock or Convertible Securities in payment or satisfaction of
any dividend upon any class of stock other than Common Stock or interest on any
indebtedness, the Company shall be deemed to have received for such additional
shares of Common Stock or Convertible Securities a consideration equal to the
amount of such dividend or interest so paid or satisfied.


 


(D)          The adjustments required by the
preceding paragraphs of this Section 4(a) shall be made whenever and as
often as any specified event requiring an adjustment shall occur, except that
no adjustment of the Aggregate Number that would otherwise be required shall be
made if the amount of such adjustment shall be less than one percent (1%) of
the number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment.  Any adjustment
representing a change of less than such minimum amount (except as aforesaid)
shall be carried forward and made as soon as such adjustment, together with
other adjustments required by this Section 4(a) and not previously made,
would result in a minimum adjustment. 
For the purpose of any adjustment, any specified event shall be deemed
to have occurred at the close of business on the date of its occurrence.


 


(E)           In computing adjustments under this
Section 4(a), fractional interests in Common Stock shall be taken into
account to the nearest one-thousandth of a share.


 


(F)           If the Company shall take a record of
the holders of the Common Stock for the purpose of entitling them to receive a
dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to shareholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or
purchase rights, then no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.


 


(b)       Changes
in Common Stock.  In case at any time
the Company shall initiate any transaction or be a party to any transaction
(including, without limitation, a merger, consolidation, share exchange, sale,
lease or other disposition of all or substantially all of the Company’s assets,
liquidation, recapitalization or reclassification of the Common Stock) in
connection with which the previous outstanding Common Stock shall be changed
into or exchanged for different securities of the Company or Capital Stock or
other securities of another corporation or interests in a non-corporate entity
or other property (including cash) or any combination of the foregoing (each
such transaction being herein called a “Transaction”), then, as a
condition of the consummation of the Transaction and without duplication of any
adjustment made pursuant to Section 4(a)(i), lawful, enforceable and
adequate provision shall be made so that the Holder shall be entitled to
receive upon exercise of this Warrant at any time on or after the consummation
of the Transaction, in lieu of the Warrant Shares issuable upon such exercise
prior to such consummation, the securities or other property (including cash)
to which such Holder would have been entitled upon consummation of the
Transaction if such Holder had exercised this Warrant immediately prior thereto
(subject to adjustments from and after the consummation date, other


 


12





















 


than in the case of a
Transaction in which Common Stock was exchanged solely for cash, as nearly
equivalent as possible to the adjustments provided for in this Section 4).  The foregoing provisions of this Section 4(b)
shall similarly apply to successive Transactions.


 


(c)         Other
Action Affecting Capital Stock.  In
case at any time or from time to time the Company shall take any action of the
type contemplated in Section 4(a) or (b) hereof but not expressly provided for
by such provisions (other than the granting of stock appreciation rights,
phantom stock rights or other rights with equity features) other than cash
bonuses, then, unless in the opinion of the Company’s Board of Directors such
action will not have a material adverse effect upon the rights of the Holder
(taking into consideration, if necessary, any prior actions which the Company’s
Board of Directors deemed not to materially adversely affect the rights of the
Holder), the Aggregate Number shall be adjusted in such manner and at such time
as the Company’s Board of Directors may in good faith determine to be equitable
in the circumstances.


 


(d)         Notices.


 


(i)          Notice of Proposed
Actions.  In case the Company shall
propose (A) to pay any dividend payable in stock of any class to the holders of
the Common Stock or to make any other distribution to the holders of the Common
Stock, (B) to offer to the holders of the Common Stock rights to subscribe for
or to purchase any Convertible Securities or additional shares of Common Stock
or shares of stock of any class or any other securities, warrants, rights or
options, (other than the exercise of pre-emptive rights by such a holder) (C) to
effect any reclassification of the Common Stock, (D) to effect any
recapitalization, stock subdivision, stock combination or other capital
reorganization, (E) to effect any consolidation or merger, share exchange, or
sale, lease or other disposition of all or substantially all of its property,
assets or business, (F) to effect the liquidation, dissolution or winding up of
the Company, or (G) to effect any other action which would require an
adjustment under this Section 4, then in each such case the Company shall
give to the Holder written notice of such proposed action, which shall specify
the date on which a record is to be taken for the purposes of such stock
dividend, stock subdivision, stock combination, distribution or rights, or the
date on which such reclassification, recapitalization, reorganization,
consolidation, merger, share exchange, sale, lease, transfer, disposition,
liquidation, dissolution, winding up or other transaction is to take place and
the date of participation therein by the holders of Common Stock, if any such
date is to be fixed, or the date on which the transfer of Common Stock is to
occur, and shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action on the Common Stock
and on the Aggregate Number after giving effect to any adjustment which will be
required as a result of such action. 
Such notice shall be so given in the case of any action covered by
clause (A) or (B) above at least ten (10) days prior to the record date for
determining holders of the Common Stock for purposes of such action and, in the
case of any other such action, at least ten (10) days prior to the earlier of
the date of


 


13





















 


the taking of such
proposed action or the date of participation therein by the holders of Common
Stock.


 


(ii)           Adjustment
Notice.  Whenever the Aggregate
Number is to be adjusted pursuant to this Section 4, unless otherwise agreed by
the Holder, the Company shall promptly (and in any event within twenty (20)
Business Days after the event requiring the adjustment) prepare a certificate
signed by the Chief Financial Officer of the Company, setting forth, in
reasonable detail, the event requiring the adjustment and the method by which
such adjustment is to be calculated.  The
Company shall keep at its principal office copies of all such certificates and
cause the same to be available for inspection at said office during normal
business hours by the Holder or any prospective purchaser of the Warrant (in
whole or in part) if so designated by the Holder.


 


5.             No Dilution or
Impairment.  The Company will not, by
amendment of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, share exchange,
dissolution or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, including,
without limitation, the adjustments required under Section 4 hereof, and will
at all times in good faith assist in the carrying out of all such terms and in
taking of all such action as may be necessary or appropriate to protect the
rights of the Holder against dilution or other impairment.  Without limiting the generality of the
foregoing and notwithstanding any other provision of this Warrant to the
contrary (including by way of implication), the Company (a) will not increase
the par value of any shares of Common Stock receivable on the exercise of this
Warrant above the amount payable therefor on such exercise or (b) will take all
such action as may be necessary or appropriate so that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock on the
exercise of this Warrant.


 


6.             Definitions.  The terms defined in this Section 6, whenever
used in this Warrant, shall, unless the context otherwise requires, have the
respective meanings hereinafter specified:


 


(a)        “Aggregate
Number” shall have the meaning set forth in the recitals hereto.


 


(b)       “Business
Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in The City of New York are authorized or required by law or
executive order to close.


 


(c)        “Capital
Stock” shall mean (a) with respect to any Person that is a corporation, any
and all shares, interests or equivalents in capital stock (whether voting or
nonvoting, and whether common or preferred) of such corporation, and (b) with
respect to any Person that is not a corporation, any and all partnership,
membership, limited liability company or other equity interests of such Person
that confer on a Person the right to receive a share of the profits and losses
of, or the distribution of assets of, the issuing Person; and in each case, any
and all warrants, rights or options to purchase, and all conversion or exchange
rights, voting rights, calls or rights of any character with respect to, any of
the foregoing, including, without limitation, any rights in respect of any
change in the value of any of the foregoing, including stock appreciation


 


14





















 


rights and similar
interests.


 


(d)       “Closing
Date” shall mean March 13, 2006.


 


(e)        “Common
Stock” shall mean 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.


 


(f)        “Company”
shall have the meaning set forth in the introductory paragraph hereto.


 


(g)       “Convertible
Securities” shall mean evidences of indebtedness, shares of stock or other
securities (including, without limitation, options and warrants) which are
directly or indirectly convertible, exercisable or exchangeable, with or
without payment of additional consideration in cash or property, for shares of
Common Stock, either immediately or upon the onset of a specified date or the
happening of a specified event.


 


(h)       “Credit
Agreement” shall mean that certain Credit Agreement, dated June 2, 2005 (as
amended, restated, supplemented or otherwise modified from time to time,
including without limitation the amendment of even date herewith), by and among
the Company, Hawaiian Airlines, Inc., a Delaware corporation, as borrower, the
lenders that are from time to time parties thereto, and Canyon Capital
Advisors, LLC, as agent.


 


(i)         “Distribution”
shall have the meaning set forth in Section 4(a)(ii).


 


(j)         “Fair
Market Value” shall mean, with respect to a share of Common Stock on any
date: (i) the fair market value of the outstanding Common Stock over then ten
(10) trading days prior to the date of calculation based upon (a) if the Common
Stock is listed on a national securities exchange, the closing price per share
of Common Stock on each such day published in The Wall Street Journal (National
Edition) or, if no such closing price on each such day is published in The Wall
Street Journal (National Edition), the average of the closing bid and asked
prices on each such day, as officially reported on the principal national
securities exchange on which the Common Stock is then listed or admitted to
trading; (b) if the Common Stock is not then listed or admitted to trading on
any national securities exchange, but is designated as a national market system
security, the last trading price of the Common Stock on each such day; and (c)
if there shall have been no trading on any such day or if the Common Stock is
not so designated, the average of the reported closing bid and asked price of
the Common Stock, on each such day as shown by NASDAQ and reported by any
member firm of the NYSE selected by the Company; (ii) if none of (i)(a), (b) or
(c) is applicable, a market price per share determined in good faith by the
Board of Directors of the Company, which shall be deemed to be “Fair Market
Value”; or (iii) such other measure of fair market value as is required by a
national securities exchange on which the Common Stock is then listed if such
exchange’s measure of fair market value is applicable to the transaction in
question.


 


(k)        “Forced
Exercise Date” shall have the meaning set forth in Section 1(c).


 


(l)         “Forced
Exercise Notice” shall have the meaning set forth in Section 1(c).


 


15





















 


(m)       “Forced
Exercise Option” shall have the meaning set forth in Section 1(c).


 


(n)       “Fully
Diluted” shall mean, with respect to the Common Stock as of a particular
time, the total number of outstanding shares of Common Stock as of such time as
determined by treating (i) the shares issuable under the Warrants as having
been issued and (ii) all outstanding and “in-the-money” and then exercisable
Convertible Securities, as having been converted, exercised or exchanged and
the shares issuable thereunder as having been issued.


 


(o)       “Holder”
shall mean any holder of an interest in the Warrant or the outstanding Warrant
Shares who becomes a holder in compliance with Section 2 hereof.


 


(p)       “Person”
shall mean any individual, firm, corporation, limited liability company,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, Governmental Authority or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity.


 


(q)       “Qualified
Public Offering” shall mean the consummation of a firm commitment public
offering of the Common Stock of the Company by a nationally recognized
investment banking firm pursuant to an effective registration statement under
the Securities Act covering the offer and sale of such securities for cash for
the account of the Company.


 


(r)        “Registration
Rights Agreement” shall mean that certain Registration Rights Agreement,
dated the Closing Date, by and among the Company and the other parties thereto,
relating to the Warrant Shares and the other registrable securities referenced
therein.


 


(s)        “Required
Holders” shall mean the holders of a majority of the Total Warrant Shares.


 


(t)        Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar
federal statute, and the rules and regulations thereunder as the same shall be
in effect at the time.


 


(u)       “Stock
Combination” shall have the meaning set forth in Section 4(a)(i).


 


(v)       “Stock
Dividend” shall have the meaning set forth in Section 4(a)(i).


 


(w)       “Stock
Subdivision” shall have the meaning set forth in Section 4(a)(i).


 


(x)        “Total
Warrants” shall mean this Warrant, together with any portions thereof
assigned or transferred.


 


(y)       “Total
Warrant Shares” shall mean the shares of Common Stock issuable upon
exercise of the Total Warrants and which have not been so exercised.


 


(z)        “Transaction”
shall have the meaning set forth in Section 4(b).


 


(aa)      “Warrant
Purchase Price” shall mean the purchase price of $5.00 per share of Common
Stock payable upon exercise of this Warrant, as adjusted as provided herein.


 


16





















 


(bb)     “Warrants”
shall mean this Warrant and all Warrants issued in exchange, transfer or
replacement thereof.


 


(cc)      “Warrant
Shares” shall have the meaning set forth in the fourth paragraph hereto.


 


(dd)     As used
herein, any reference to a specified percentage of Warrants or Warrant Shares
shall exclude any Warrants or Warrant Shares held by the Company or a
subsidiary thereof.


 


7.             Exchange,
Replacement and Assignability .  This
Warrant is exchangeable, upon the surrender hereof by the Holder at the office
or agency of the Company described in Section 1, for new Warrants of like tenor
and date representing in the aggregate the right to purchase the number of
shares which may be purchased hereunder, each of such new Warrants to represent
the right to purchase such number of shares as shall be designated by such
Holder at the time of such surrender. 
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of Warrants and, in the case of any such loss, theft
or destruction, of an indemnity letter (reasonably satisfactory to the Company)
of an institutional holder of such Warrants, or in other cases, of a bond of
indemnity or other security satisfactory to the Company, or, in the case of any
such mutilation, upon surrender or cancellation of Warrants, the Company will
issue to the Holder a new Warrant of like tenor and date, in lieu of this
Warrant or such new Warrants, representing the right to purchase the number of
shares which may be purchased hereunder. 
Subject to compliance with Section 2, this Warrant and all rights
hereunder are transferable in whole or in part upon the books of the Company by
the registered holder hereof in person or by duly authorized attorney, and new
Warrants shall be made and delivered by the Company, of the same tenor and date
as this Warrant but registered in the name of the transferees, upon surrender
of this Warrant, duly endorsed, to the appropriate office or agency of the
Company.  All expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section 7
shall be paid by the Company.


 


8.             Transfer Books,
No Rights as Stockholder, Survival of Rights.  The Company will at no time close its
transfer books against the transfer of this Warrant or any Warrant Shares in
any manner which interferes with the timely exercise of this Warrant.  Except as expressly provided herein, this
Warrant shall not entitle the Holder to any voting rights or any rights as a
stockholder of the Company.  The rights
and obligations of the Company, of the Holder of this Warrant and of any Holder
of Warrant Shares issued upon exercise of this Warrant pursuant to the terms of
this Warrant shall survive the exercise of this Warrant.


 


9.             Omissions and Indulgences;
Amendment and Waiver.


 


(a)         It is
agreed that any waiver, permit, consent or approval of any kind or character on
the Holder’s part of any breach or default under this Warrant, or any waiver on
the Holder’s part of any provisions or conditions of this Warrant must be in
writing.


 


(b)         Any
amendment, supplement or modification of or to any provision of this Warrant,
any waiver of any provision of this Warrant and any consent to any departure by
any


 


17





















 


party from the terms of
any provision of this Warrant shall be effective only if it is made or given in
writing and signed by the Company and the Required Holders; provided, however,
that no such amendment, supplement or modification may be made without the
written consent of the Holder if such amendment, supplement or modification
changes the Aggregate Number, the Warrant Purchase Price or the expiration date
of this Warrant.


 


(c)         Any
amendment or waiver consented to as provided in this Section 9 is binding upon
each future holder of this Warrant and upon the Company without regard to
whether this Warrant has been marked to indicate such amendment or waiver.


 


10.           Rights of
Transferees.  Subject to compliance
with Section 2, the rights granted to the Holder hereunder of this Warrant
shall pass to and inure to the benefit of all subsequent transferees of all or
any portion of the Warrant (provided that the Holder and any transferee shall
hold such rights in proportion to their respective ownership of the Warrant and
Warrant Shares) until extinguished pursuant to the terms hereof.


 


11.           Captions.  The titles and captions of the Sections and
other provisions of this Warrant are for convenience of reference only and are
not to be considered in construing this Warrant.


 


12.           Notices.  All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopy,
overnight courier service or personal delivery:


 


(a)       if to
the Company:


 


Hawaiian Holdings, Inc.

3375 Koapaka Street

Suite G-350

Honolulu, Hawaii  96819


 


Attention: Chief Executive Officer


Facsimile: (808) 835-3690


 


with copies to:


 


Dechert LLP

30 Rockefeller Plaza

New York, New York 10112

Attention: Charles I. Weissman, Esq.

Facsimile: (212) 698-3599


 


(b)           if to the Holder, at such Holder’s
address as set forth on the books and records of the Company


 


All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when delivered by
courier, if delivered by commercial


 


18

















 


overnight courier service; five (5) Business Days after being deposited
in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if
telecopied.


 


13.           Successors and
Assigns.  This Warrant shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors or heirs and personal representatives and permitted
assigns; provided, that the Company shall have no right to assign its
rights, or to delegate its obligations, hereunder without the prior written
consent of the Holder.


 


14.           Governing Law.  THIS WARRANT IS TO BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE AND
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.


 


15.           Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair
the benefits of the remaining provisions hereof.  The parties hereto further agree to replace
such invalid, illegal or unenforceable provision of this Warrant with a valid, legal
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such invalid, illegal or unenforceable
provision.


 


16.           Entire Agreement.  This Warrant contains the entire agreement
among the parties with respect to the subject matter hereof and thereby
supercedes all prior and contemporaneous agreements or understandings with
respect thereto.


 


17.           No Strict
Construction.  The Company and the
Holder each acknowledge that they have been represented by counsel in
connection with this Warrant.  The
Company and the Holder have participated jointly in the negotiation and
drafting of this Warrant.  In the event
an ambiguity or question of intent or interpretation arises under any provision
of this Warrant, this Warrant shall be construed as if drafted jointly by the
parties thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Warrant.


 


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INTENTIONALLY LEFT BLANK]


 


19

















 


IN WITNESS WHEREOF, Hawaiian Holdings, Inc. has caused this Warrant to
be signed by its duly authorized officer under its corporate seal, duly
attested by its authorized officer, and dated as of the date first above
written.


 


 


	
   

  	
  HAWAIIAN HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Peter R. Ingram

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer
  and Treasurer

  
						



 

















 


SUBSCRIPTION FORM


 


	
  To:

  	
   

  	
  Hawaiian Holdings, Inc.

  
	
   

  	
   

  	
  3375 Koapaka Street

  
	
   

  	
   

  	
  Suite G-350

  
	
   

  	
   

  	
  Honolulu, HI 96819

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile: (808) 835-3690

  



 


1.             The undersigned, pursuant to the provisions of the
attached Warrant, hereby elects to exercise this Warrant with respect to                
shares of Common Stock (the “Exercise Amount”).  Capitalized terms used but not otherwise
defined herein have the meanings ascribed thereto in the attached Warrant.


 


2.             The undersigned herewith tenders payment for such shares
in the following manner (please check type, or types, of payment and indicate
the portion of the Exercise Price to be paid by each type of payment):


 


	
  o

  	
  Exercise for Cash

  	
   

  
	
  o

  	
  Reduction in Term Loan

  	
   

  



 


3.             Please issue a certificate or certificates representing
the shares issuable in respect hereof under the terms of the attached Warrant,
as follows:


 


	
   

  	
   

  
	
   

  	
  (Name of Record Holder/Transferee)

  
	
   

  
	
  and deliver such certificate or certificates to the
  following address:

  
	
   

  	
   

  
	
   

  	
  (Address of Record Holder/Transferee)

  



 


4.             The undersigned represents that the aforesaid shares are
being acquired for the


account of the undersigned for investment and not with
a view to, or for resale in connection with, the distribution thereof and that
the undersigned has no present intention of distributing or reselling such
shares.


 


5.             If the Exercise Amount is less than all of the shares of
Common Stock purchasable hereunder, please issue a new warrant representing the
remaining balance of such shares, as follows:


 


	
   

  	
   

  
	
   

  	
  (Name of Record Holder/Transferee)

  



 

















 


	
  and deliver such warrant to the following address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address of Record Holder/Transferee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
  (Date)

  	
   

  
			



 


2