Exhibit 10.01


 


AMENDMENT NUMBER THREE TO CREDIT AGREEMENT


 


This
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of March 13, 2006 by the lenders identified on the signature pages hereof
(the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”;
and together with the Lenders, the “Lender Group”), as the arranger and
administrative agent for the Lenders, HAWAIIAN HOLDINGS, INC.,
a Delaware corporation (“Parent”), and HAWAIIAN
AIRLINES, INC., a Delaware corporation (“Borrower”),
with reference to the following:


 


WHEREAS, Borrower, Parent and the Lender Group are
parties to that certain Credit Agreement, dated as of June 2, 2005 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS, Borrower has requested that the Lender
Group make certain amendments to the Credit Agreement to provide for, among
other things, additional loans to be made thereunder and for certain of the
Lenders to become party thereto; and


 


WHEREAS, subject to the terms and conditions set
forth herein, the Lender Group is willing to make the amendments requested by
Borrower.


 


NOW,
THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


1.               Defined
Terms. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Credit Agreement, as
amended hereby.


 


2.               Amendment
to Loan Documents.


 


(a)                                  Schedule 1.1 of the
Credit Agreement is hereby amended by adding the following definitions therein
in alphabetical order or amending and restating the following definitions in
their entirety, as the case may be:


 


“Additional
Term Loan” has the meaning specified therefore in Section 2.2.


 


“Bernard”
means Bernard National Loan Investors, Ltd., a Cayman Islands company.”


 


“Designated
Aircraft and Engines” means the Aircraft and Engines listed on Exhibit B
to the Third Amendment.


 


“Existing
Term Loan” has the meaning specified therefore in Section 2.2.


 


“Fifth
Aircraft and Engine” means the Boeing 767-332 Aircraft and the General
Electric Model CF6-80A2 Engine that Borrower disclosed to Agent prior to the
Closing Date that Borrower would be purchasing.


 


1

















 


“Permitted
Ansett Sale-Leaseback Transaction” means the sale and leaseback by
Borrower of one or more of the Designated Aircraft and Engines or the Fifth
Aircraft and Engine (but, in each case, not any Spare Parts related thereto) to
Ansett Worldwide Aviation Services, Inc. so long as (i) no Event of
Default has occurred and is continuing or would result therefrom, (ii) Borrower
has delivered to each Agent copies of the sale and leaseback agreements,
together with all exhibits and schedules thereto, and all other agreements or
documents to be executed in connection with such agreements, certified as being
true, correct, and complete by an officer of Borrower, and, in each case, the
same shall be in form and substance satisfactory to Agent, (iii) the
sale and leaseback has been consummated in accordance with the terms of such
agreements, (iv) the purchase price of the Designated Aircraft and Engines
or the Fifth Aircraft and Engine, as applicable, is not less than the fair
market value (as determined by an appraisal conducted by an independent
aircraft appraiser that is internationally recognized and has experience and
expertise in appraising large commercial jet passenger Aircraft and that is
otherwise satisfactory to Borrower and Agent) and is paid in cash, and (v) the
Net Cash Proceeds of such sale shall be applied in accordance with Section 2.4(c)(iv).”


 


“Required
Lenders” means, at any time, Lenders (subject to Section 2.3(c)(iii))
whose aggregate Pro Rata Shares (calculated under clause (d) of the
definition of Pro Rata Shares) equals or exceeds 66.7%; provided that (a) so
long as WFF and its Affiliates hold not less than 30% of the aggregate amount
of (i) the total Revolver Commitment (or if the Revolver Commitment has
been terminated or reduced to zero, the aggregate unpaid principal amount of
the Advances and the aggregate undrawn amount of all outstanding Letters of
Credit) plus (ii) the total Term Loan Commitment (or from and after the
making of the Term Loan the principal amount of the Term Loan), “Required
Lenders” shall include WFF, and (b) so long as Bernard Zwirn and each of
their respective Affiliates and Related Funds hold not less than 30% of the
aggregate amount of (i) the total Revolver Commitment (or if the Revolver
Commitment has been terminated or reduced to zero, the aggregate unpaid
principal amount of the Advances and the aggregate undrawn amount of all
outstanding Letters of Credit) plus (ii) the Total Term Loan Commitment
(or, from and after the making of the Term Loan, the principal amount of Term
Loan), “Required Lenders shall include Zwirn and Bernard.


 


“Second
Lien Additional Term Loan” means the “Additional Term Loan” as defined in
the Second Lien Credit Agreement.


 


“Securities
Account Control Agreement” means that certain Securities Account Control
Agreement – Account Restricted Right Away, dated as of the date hereof, by and
among Borrower, Agent, Second Lien Agent and the Securities Intermediary (as
the same may be amended, restated, supplemented or otherwise modified from
time to time).


 


“Securities
Intermediary” means Wells Fargo Brokerage Services, LLC.


 


2

















 


“Term
Loan Amount” means $62,500,000.”


 


“Third
Amendment” means that certain Amendment Number Three to Credit Agreement,
dated as of March 13, 2006, among the Parent, the Parent’s Subsidiaries
identified on the signature pages thereof, the Lenders, and the Agent.”


 


“Third
Amendment Cash Collateral Account” means that certain deposit account
number 12888285 maintained with Wells Fargo Brokerage Services, LLC in the name
of Borrower.


 


“Third
Amendment Effective Date” means the date that each of the conditions precedent
set forth in the Third Amendment have been satisfied.”


 


“Zwirn”
means D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited
partnership.”


 


(b)                                 Section 2.2(a) of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)                            (i)                                     Each Lender with a Term Loan Commitment on
the Closing Date (severally, not jointly or jointly and severally) made a term
loan to Borrower on the Closing Date, in an amount equal to the amount set
forth for such Lender on Schedule C-1 (collectively, the “Existing
Term Loan”).


 


(ii)                                  The outstanding principal balance of the
Existing Term Loan as of the Third Amendment Effective Date, prior to giving
effect to the Third Amendment, is set forth on Schedule C-1. Subject
to the terms and conditions of this Agreement, each Lender with a Term Loan
Commitment on the Third Amendment Effective Date agrees (severally, not jointly
or jointly and severally) to make an additional term loan (collectively, the “Additional
Term Loan”; and, collectively, with the Existing Term Loan, the “Term
Loan”) to Borrower on the Third Amendment Effective Date, in an amount
equal to the amount set forth for such Lender on Schedule C-1. On
the Third Amendment Effective Date, an amount equal to $43,750,000 of the Additional
Term Loan and an amount equal to $20,850,000 of the Second Lien Additional Term
Loan (collectively, the “Third Amendment Cash Collateral”) shall be
transferred to the Third Amendment Cash Collateral Account, which shall be
subject to the Securities Account Control Agreement. Neither Parent nor
Borrower nor any of their respective Subsidiaries shall, nor shall they have
any right, to withdraw any cash from the Third Amendment Cash Collateral
Account.


 


(iii)                               The parties hereto hereby agree that within 30
days after the Third Amendment Effective Date (the “First Cash Collateral
Events Deadline”), each of the following shall have occurred (the “First
Cash Collateral Events”): (A) Agent shall have received searches from
the Secretary of State of the jurisdiction of organization of Borrower with
respect to the Designated Aircraft and Engines, the results of which shall be
satisfactory to Agent; (B)


 


3

















 


Agent
shall have received searches from the FAA with respect to the Designated
Aircraft and Engines, the results of which shall be satisfactory to Agent; (C) Agent
shall have received each of the following documents with respect to the
Designated Aircraft and Engines, in form and substance satisfactory to
Agent, duly executed, and each such document shall be in full force and effect:
(I) an Aircraft Security Agreement, and (II) an opinion from FAA counsel, in form and
substance satisfactory to Agent, which shall include (x) that the Designated
Aircraft and Engines have been registered in the name of Borrower with the FAA
in accordance with the Federal Aviation Act Laws, (y) that such Aircraft
Security Agreement has been recorded with the FAA in accordance with the
Federal Aviation Act Laws and constitutes a first and prior Lien upon the “Collateral”
(as such term is defined in the Aircraft Security Agreement) in favor of Agent,
and (z) all relevant parties shall have complied with the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific
to Aircraft Equipment (the “Cape Town Convention”) as are reasonably
requested by Agent and Agent shall have received an opinion with respect
thereto in form and substance satisfactory to Agent; and (D) Agent
shall have received airworthiness certificates, any operating leases, and any
and all other material contracts related to the Designated Aircraft and
Engines, each of which shall be satisfactory to Agent. If any of the First Cash
Collateral Events shall not have occurred by the First Cash Collateral Events Deadline
or an Event of Default (that is not immediately waived in writing by both the
Agent and the Second Lien Agent) has occurred, then (a) as promptly as
practicable and, in any event, within two Business Days after the earlier of (i) the
First Cash Collateral Events Deadline or (ii) if an Event of Default (that
has not immediately waived in writing by both the Agent and the Second Lien
Agent) has occurred, the date that the Required Lenders request the release of such
amount from Agent, Agent will, subject to the terms of the Securities Account
Control Agreement, direct the Securities Intermediary to release an amount
equal to $43,750,000 of the Third Amendment Cash Collateral and upon such
release, Agent will as promptly as practicable apply such amount to repay, in
part, the principal amount of the Additional Term Loan; and (b) concurrently
therewith, Agent will, subject to the terms of the Securities Account Control
Agreement, direct the Securities Intermediary to release an amount equal to $10,850,000
of the Third Amendment Cash Collateral and upon such release, Agent will as
promptly as practicable cause such amount to be transferred to the Second Lien
Agent to repay, in part, the principal amount of the Second Lien Term Loan. Amounts
repaid pursuant to this Section 2.2(a)(iii) may not be
reborrowed.


 


(iv)                              The
parties hereto hereby agree that within 60 days after the Third Amendment
Effective Date (the “Second Cash Collateral Events Deadline”), each of
the following shall have occurred (the “Second Cash Collateral Events”):  (A) Agent shall have received evidence
satisfactory to Agent that all of the Subordinated Notes shall have been called
for redemption and converted to the right to receive payment; and (B) Agent
shall have received one or more letters duly executed by the holders of the
Subordinated Notes and in full force and effect, in form and substance
satisfactory to Agent, respecting the


 


4

















 


amounts necessary to
repay in full all of the obligations of Parent owing to the holders of the
Subordinated Notes and confirmation that upon receipt of a certain amount, the
holders of the Subordinated Notes will be paid in full. If each of the First Cash Collateral Events
shall have occurred by the First Cash Collateral Events Deadline, each of the
Second Cash Collateral Events shall have occurred by the Second Cash Collateral
Events Deadline, and no Event of
Default (that has not been waived in writing by both the Agent and the Second
Lien Agent) has occurred, then as promptly as practicable and, in any event,
within two Business Days after the date that all of the First Cash Collateral
Events shall have occurred, Agent will, subject to the terms of the Securities
Account Control Agreement, direct the Securities Intermediary to release
amounts necessary to redeem the Subordinated Notes (as such Subordinated Notes
are redeemed) in an aggregate amount not to exceed $54,600,000, and upon such
release, Agent will as promptly as practicable transfer directly to the holders
of the Subordinated Notes (or to the Designated Account, in Agent’s discretion)
amounts necessary to redeem the Subordinated Notes (as such Subordinated Notes
are redeemed) in an aggregate amount not to exceed $54,600,000. If any of the
Second Cash Collateral Events shall not have occurred by the Second Cash
Collateral Events Deadline or an Event of Default (that is not immediately
waived in writing by both the Agent and the Second Lien Agent) occurs, then (a) as
promptly as practicable and, in any event, within two Business Days after the earlier
of (i) the Second Cash Collateral Events Deadline, or (ii) if an
Event of Default (that has not immediately been waived in writing by both the
Agent and the Second Lien Agent) has occurred, the date that the Required
Lenders request the release of such amount from Agent, Agent will, subject to
the terms of the Securities Account Control Agreement, direct the Securities
Intermediary to release an amount equal to $43,750,000 of the Third Amendment
Cash Collateral and upon such release, Agent will as promptly as practicable apply
such amount to repay, in part, the principal amount of the Additional Term
Loan; and (b) concurrently therewith, Agent will, subject to the terms of
the Securities Account Control Agreement, direct the Securities Intermediary to
release an amount equal to $10,850,000 of the Third Amendment Cash Collateral
and upon such release, Agent shall as promptly as practicable cause such amount
to be transferred to the Second Lien Agent to repay, in part, the principal
amount of the Second Lien Term Loan. Amounts repaid pursuant to this Section 2.2(a)(iv) may not
be reborrowed.


 


(v)                                 The parties hereto hereby agree that promptly
as practicable after Borrower shall have entered into a written, binding
commitment to purchase the Fifth Aircraft and Engine and in any event within 120
days after the Third Amendment Effective Date (the “Third Cash Collateral
Events”) each of the following shall have occurred (the “Third Cash
Collateral Events”): (A) Agent shall have received searches from the
Secretary of State of the jurisdiction of organization of Borrower with respect
to the Fifth Aircraft and Engine, the results of which shall be satisfactory to
Agent; (B) Agent shall have received searches from the FAA with respect to
the Fifth Aircraft and Engine, the results of which shall be satisfactory to
Agent; (C) Agent shall have received each of the following documents with
respect to the Fifth Aircraft and Engine, in form and substance


 


5

















 


satisfactory
to Agent, duly executed, and each such document shall be in full force and
effect: (I) an Aircraft Security Agreement Supplement reflecting the Fifth
Aircraft and Engine, and (II) an opinion from FAA counsel, in form and
substance satisfactory to Agent, which shall include (x) that the Fifth
Aircraft and Engines have been registered in the name of Borrower with the FAA
in accordance with the Federal Aviation Act Laws, (y) that such Aircraft
Security Agreement has been recorded with the FAA in accordance with the
Federal Aviation Act Laws and constitutes a first and prior Lien upon the “Collateral”
(as such term is defined in the Aircraft Security Agreement) in favor of Agent,
and (z) all relevant parties have complied with the Protocol to the Cape Town
Convention as are reasonably requested by Agent and Agent shall have received
an opinion with respect thereto in form and substance satisfactory to
Agent; and (D) Agent shall have received airworthiness certificates, any operating
leases, and any and all other material contracts related to the Fifth Aircraft
and Engines, each of which shall be satisfactory to Agent. If each of the First
Cash Collateral Events shall have occurred by the First Cash Collateral Events
Deadline, each of the Second Cash Collateral Events shall have occurred by the
Second Cash Collateral Events Deadline, each of the Third Cash Collateral
Events shall have occurred by the Third Cash Collateral Events Deadline, and no
Event of Default shall have occurred, then Agent will, subject to the terms of
the Securities Account Control Agreement, as promptly as practicable, direct
the Securities Intermediary to promptly transfer an amount equal to $10,000,000
of the Third Amendment Cash Collateral to the Designated Account (or to Agent,
who will transfer such amount as promptly as practicable to the Designated
Account) to finance the acquisition of the Fifth Aircraft and Engine. If any of
the First Cash Collateral Events shall not have occurred by the First Cash
Collateral Events Deadline, any of the Second Cash Collateral Events shall not
have occurred by the Second Cash Collateral Events Deadline, any of the Third
Cash Collateral Events shall not have occurred by the Third Cash Collateral
Events Deadline, or an Event of Default (that is not immediately waived in
writing by both the Agent and the Second Lien Agent) occurs, or if at any time
prior to the Third Cash Collateral Events Deadline, Borrower shall provide
notice to Agent and Second Lien Agent that it has determined not to purchase
the Fifth Aircraft and Engine or any other aircraft or engines in lieu thereof,
then as promptly as practicable and in any event, within two Business Days
after the earliest of (x) the deadline date by which any such event shall not
have occurred; (y) the date that Agent and Second Lien Agent receive such
notice from Borrower, or (z) if an Event of Default (that is not immediately
waived in writing by both the Agent and the Second Lien Agent) has occurred,
the date that the Second Lien Agent requests the release of such amount from
Agent, Agent shall direct the Securities Intermediary to release an amount
equal to $10,000,000 of the Third Amendment Cash Collateral and upon such
release, Agent shall as promptly as practicable cause such amount to be
transferred to the Second Lien Agent to repay, in part, the principal amount of
the Second Lien Term Loan. Notwithstanding anything to the contrary set forth
above in this Section 2.2(a)(v), so long as $10,000,000 of the
Third Amendment Cash Collateral remains in the Third Amendment Cash Collateral
Account, if Borrower notifies Agent and Second Lien Agent that it has
determined to lease


 


6

















 


the
Fifth Aircraft and Engine and that another comparable aircraft or engine has
become available for purchase, then upon approval by the Required Lenders and satisfaction
of each of the Third Cash Collateral Events with respect to such aircraft or
engine on or prior to such funding date, Agent will, subject to the terms of
the Securities Account Control Agreement, as promptly as practicable, direct
the Securities Intermediary to transfer an amount equal to $10,000,000 to the
Designated Account (or to Agent, who will transfer such amount as promptly as
practicable to the Designated Account) to finance the acquisition of such
airplane or engine. Amounts repaid pursuant to this Section 2.2(a)(v) may not
be reborrowed.


 


(vi)                              The principal of the Term Loan shall be
repaid on the following dates and in the following amounts: 


 


	
  Date

  	
   

  	
  Installment Amount

  	
   

  
	
  June 1, 2006

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  September 1, 2006

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  December 1, 2006

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  March 1, 2007

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  June 1, 2007

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  September 1, 2007

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  December 1, 2007

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  March 1, 2008

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  June 1, 2008

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  September 1, 2008

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  December 1, 2008

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  March 1, 2009

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  June 1, 2009

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  September 1, 2009

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  December 1, 2009

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  March 1, 2010

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  June 1, 2010

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  September 1, 2010

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  December 1, 2010

  	
   

  	
  $

  	
  2,500,000

  	
   

  



 


7

















 


(c)                                  The
following new subsection (iv) is hereby added to Section 2.4(c) of
the Credit Agreement:


 


“(iv)                        Anything in Section 2.4(c)(i) or
any other section of this Agreement to the contrary notwithstanding, but
subject to the provisions of the Fee Letter, immediately upon the consummation
of a Permitted Ansett Sale-Leaseback Transaction, Borrower shall prepay the
outstanding principal balance of the Term Loan in accordance with Section 2.4(d) in
an amount equal to 100% of the Net Cash Proceeds received by Parent, Borrower,
or any of their respective Subsidiaries in connection with such Permitted
Ansett Sale-Leaseback Transaction.”


 


(d)                                 Section 2.4(d) of the Credit Agreement is
hereby amended and restated in its entirety as follows:


 


“(d)                           Application of Payments. Each prepayment of the Term Loan
pursuant to Sections 2.4(c)(i), 2.4(c)(ii), 2.4(c)(iii),
or 2.4(c)(iv) hereof shall be applied against the remaining
installments of principal of the Term Loan in the inverse order of their
maturity.”


 


(e)                                  Section 3.3 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“3.3                        Term. This Agreement shall continue in full force
and effect for a term ending on December 10, 2010 (the “Maturity Date”).
The foregoing notwithstanding, the Lender Group, upon the election of the
Required Lenders, shall have the right to terminate its obligations under this
Agreement immediately and without notice upon the occurrence and during the
continuation of an Event of Default.”


 


(f)                                    Section 6.4 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.4                        Disposal
of Assets. Other than Permitted Dispositions, the Permitted Ansett
Sale-Leaseback Transaction, the Permitted Mergers, and Permitted Liens, convey,
sell, lease, license, assign, transfer, or otherwise dispose of any of Parent’s,
Borrower’s or Borrower’s Subsidiaries assets.”


 


(g)                                 Section 6.14 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


8

















 


“6.14                     Use of Proceeds. Use the proceeds of the Advances and the Term
Loan for any purpose other than (a) on the Closing Date, (i) to fund
distributions under the Plan of Reorganization, and (ii) to pay
transactional fees, costs, and expenses incurred in connection with the Plan of
Reorganization, this Agreement, the other Loan Documents, and the transactions
contemplated hereby and thereby, and (b) on or after the Third Amendment
Effective Date in accordance with the terms of this Agreement, (i) to
repay in full the outstanding principal, accrued interest, and accrued fees and
expenses owing to the holders of the Subordinated Notes under the Subordinated
Note Purchase Agreement, Subordinated Notes and the other Subordinated Documents,
(ii) to refinance and refurbish the Designated Aircraft and Engines, and (iii) to
pay transactional fees, costs, and expenses incurred in connection with the
foregoing transactions, the Third Amendment and the transactions contemplated
thereby, and (c) thereafter, consistent with the terms and conditions
hereof, for its working capital and other lawful and permitted purposes.”


 


(h)                                 Section 6.16(a)(ii) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(ii)                         Excess Availability plus
Qualified Cash. Solely with
respect to Borrower and its Subsidiaries, Excess Availability plus Qualified
Cash at all times of at least an amount equal to: (A) $50,000,000 during
the period from and after the execution and delivery of this Agreement up to
(but not including) the date that the outstanding principal amount of the Term
Loan is less than or equal to $40,000,000 (the “Reduction Date”); and (B) from
and including the Reduction Date up to (but not including) the Maturity Date,
an amount equal to (x) $50,000,000, minus (y) the
aggregate amount of amortized payments and optional prepayments in respect of
the Term Loan that have been made since the Reduction Date.


 


(i)                                     Section 6.16(b) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows


 


“(b)                           Fail to maintain or achieve:


 


(i)                                     First Lien Leverage Ratio. Solely with respect to Borrower and its
Subsidiaries, a First Lien Leverage Ratio, measured on a quarter-end basis, of (i) not
more than 2.73:1.00 during the period from the Third Amendment Effective Date
up to (but excluding) the one year anniversary of the Third Amendment Effective
Date, (ii) not more than 2.33:1.00 during the period from the one year
anniversary of the Third Amendment Effective Date up to (but excluding) the
second year anniversary of the Third Amendment Effective Date, (iii) not
more than 1.93:1.00 during the period from the second year anniversary of the
Third Amendment Effective Date up to (but excluding) the third year anniversary
of the Third Amendment Effective Date, (iv) not more than 1.53:1.00 during
the period from the third year anniversary of the Third Amendment Effective up
to (but excluding) the fourth year anniversary of the Third Amendment Effective
Date, and (v) not more than 1.13:1.00 thereafter; provided,


 


9

















 


however, that in the event any of the Third
Amendment Cash Collateral is used to repay, in whole or in part, the principal
amount of the Additional Term Loan or the Second Lien Additional Term Loan
pursuant to Section 2.2(a)(iii), (iv), or (v), the
First Lien Leverage Ratio thresholds provided in this Section 6.16(b) shall
be adjusted as set forth in Schedule 6.16.


 


(ii)                                  Total Leverage Ratio. Solely with respect to Borrower and its
Subsidiaries, a Total Leverage Ratio, measured on a quarter-end basis, of (i) not
more than 5.63:1.00 during the period from the Third Amendment Effective Date
up to (but excluding) the one year anniversary of the Third Amendment Effective
Date, (ii) not more than 5.23:1.00 during the period from the one year
anniversary of the Third Amendment Effective Date up to (but excluding) the
second year anniversary of the Third Amendment Effective Date, (iii) not
more than 4.83:1.00 during the period from the second year anniversary of the
Third Amendment Effective Date up to (but excluding) the third year anniversary
of the Third Amendment Effective Date, (iv) not more than 4.43:1.00 during
the period from the third year anniversary of the Third Amendment Effective up
to (but excluding) the fourth year anniversary of the Third Amendment Effective
Date, and (v) not more than 4.03:1.00 thereafter; provided, however,
that in the event any of the Third Amendment Cash Collateral is used to repay,
in whole or in part, the Additional Term Loan or the Second Lien Additional
Term Loan pursuant to Section 2.2(a)(iii), (iv), or (v),
the Total Leverage Ratio thresholds provided in this Section 6.16(b) shall
be adjusted as set forth in Schedule 6.16.


 


(a)                                  The
following new Section 6.17 is hereby added to the Credit Agreement:


 


“6.17                    Alternative Financing. Solicit or use any alternative source of
financing for the purpose of prepaying the Subordinated Notes under the Subordinated
Note Purchase Agreement.”


 


(j)                                     Section 11
of the Credit Agreement is hereby amended by deleting the address set forth
therein for Borrower and substituting therefor the following:


 


“HAWAIIAN AIRLINES, INC.


 


3575 Koapaka St., Ste. G-350


Honolulu, Hawaii 96819


Attn: Mark B. Dunkerley and Peter R. Ingram


Fax No. 808-835-3690”


 


(k)                                  Schedule C-1
of the Credit Agreement is hereby amended by deleting such Schedule in its
entirety and replacing it with the Schedule C-1 that is attached as
Exhibit A hereto.


 


(l)                                     The
new  Schedule 6.16
attached hereto as Exhibit C is hereby added to the Credit
Agreement and made a part thereof.


 


10

















 


3.                                       Conditions
Precedent to Amendment. The satisfaction of each
of the following shall constitute conditions precedent to the effectiveness of
this Amendment and each and every provision hereof (the date of such
effectiveness being herein called the “Third Amendment Effective Date”):


 


(a)                                  Agent
shall have received this Amendment, duly executed by the parties hereto, and
the same shall be in full force and effect.


 


(b)                                 The
Borrower shall have paid in full all fees, expenses and disbursements incurred
by Agent in connection with this Amendment, including, without limitation, the
reasonable fees, expenses and disbursements of Agent’s counsel.


 


(c)                                  Agent
shall have received (i) that certain Amendment Number One to Credit
Agreement, dated as of the date hereof, among Parent, Borrower, Second Lien
Agent and the Second Lien Lenders, duly executed by the parties thereto, in
full force and effect, which shall reflect a maturity date that is at least 91
days after the Maturity Date, (ii) those certain warrants, dated as of the
date hereof, issued by Parent in favor of the Second Lien Lenders, duly
executed by Parent, in full force and effect, and (iii) all other
documents related thereto, in the case of each of (i), (ii), and (iii), in form and
substance reasonably satisfactory to Agent.


 


(d)                                 Agent
shall have received evidence satisfactory to Agent that the Second Lien Lenders
have funded (i) not less than $20,850,000 into the Third Amendment Cash
Collateral Account, and (ii) not less than $26,175,000 to Borrower.


 


(e)                                  Agent
shall have received an amendment to the Fee Letter, dated as of the date
hereof, between Borrower and Agent, duly executed by the parties thereto, in
full force and effect, and in form and substance reasonably satisfactory
to Agent.


 


(f)                                    Agent
shall have received (i) an Assignment Agreement, dated as of the date
hereof, between WFF and Canpartners Investments IV, LLC, and (ii) an
Assignment Agreement, dated as of the date hereof, between D.B. Zwirn Special
Opportunities Fund, L.P. and Canpartners Investments IV, LLC, each duly
executed by the parties thereto, in full force and effect, and in form and
substance reasonably satisfactory to Agent.


 


(g)                                 Agent
shall have received a flow of funds agreement, dated as of the date hereof,
among Agent, the Lenders, the Second Lien Agent, the Second Lien Lenders,
Parent, and the Borrower, in full force and effect, and in form and
substance reasonably satisfactory to Agent.


 


(h)                                 Agent
shall have received the Securities Account Control Agreement with respect to
the Third Amendment Cash Collateral Account, in full force and effect, and in form and
substance reasonably satisfactory to Agent.


 


(i)                                     The
representations and warranties herein and in the Credit Agreement and the other
Loan Documents shall be true and correct in all material respects on and as of
the date hereof, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date).


 


11

















 


(j)                                     No Default
or Event of Default shall have occurred and be continuing on the date hereof,
nor shall result from the consummation of the transactions contemplated herein.


 


(k)                                  No
injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated
herein shall have been issued and remain in force by any Governmental Authority
against Borrower, any Guarantor, Agent, or any Lender.


 


4.               Release. Borrower
hereby waives, releases, remises and forever discharges each member of the
Lender Group, each of their respective Affiliates, and each of their respective
officers, directors, employees, and agents (collectively, the “Releasees”),
from any and all claims, demands, obligations, liabilities, causes of action,
damages, losses, costs and expenses of any kind or character, known or unknown,
past or present, liquidated or unliquidated, suspected or unsuspected, which
Borrower ever had, now has or might hereafter have against any such Releasee
which relates, directly or indirectly, to the Credit Agreement or any other
Loan Document, or to any acts or omissions of any such Releasee with respect to
the Credit Agreement or any other Loan Document, or to the lender-borrower
relationship evidenced by the Loan Documents. As to each and every claim
released hereunder, Borrower hereby represents that it has received the advice
of legal counsel with regard to the releases contained herein, and having been
so advised, Borrower specifically waives the benefit of the provisions of Section 1542
of the Civil Code of California which provides as follows:


 


“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”


 


As
to each and every claim released hereunder, Borrower also waives the benefit of
each other similar provision of applicable federal or state law, if any,
pertaining to general releases after having been advised by its legal counsel
with respect thereto.


 


5.               Representations
and Warranties. Borrower represents and warrants to the Lender Group
that (a) the execution, delivery, and performance of this Amendment and of
the Credit Agreement, as amended hereby, (i) are within its powers, (ii) have
been duly authorized by all necessary action, and (iii) are not in
contravention of any law, rule, or regulation applicable to it, or any order,
judgment, decree, writ, injunction, or award of any arbitrator, court, or
Governmental Authority, or of the terms of its Governing Documents, or of any
contract or undertaking to which it is a party or by which any of its
properties may be bound or affected; (b) this Amendment and the
Credit Agreement, as amended hereby, are legal, valid and binding obligations
of Borrower, enforceable against Borrower in accordance with their respective
terms; and (c) no Default or Event of Default has occurred and is
continuing on the date hereof or as of the date upon which the conditions
precedent set forth herein are satisfied.


 


6.               Choice of
Law. The validity of this Amendment, its construction,
interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the laws of the
State of New York.


 


12

















 


7.               Counterpart Execution. This
Amendment may be executed in any number of counterparts, all of which when
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.
Delivery of an executed counterpart of this Amendment by telefacsimile or
electronic mail shall be equally as effective as delivery of an original
executed counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by telefacsimile or electronic mail also
shall deliver an original executed counterpart of this Amendment, but the
failure to deliver an original executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amendment.


 


8.               Effect on
Loan Documents.


 


(a)                                  The Credit
Agreement, as amended hereby, and each of the other Loan Documents shall be and
remain in full force and effect in accordance with their respective terms and
hereby are ratified and confirmed in all respects. The execution, delivery, and
performance of this Amendment shall not operate, except as expressly set forth
herein, as a modification or waiver of any right, power, or remedy of Agent or
any Lender under the Credit Agreement or any other Loan Document. The waivers,
consents, and modifications herein are limited to the specifics hereof, shall
not apply with respect to any facts or occurrences other than those on which
the same are based, shall not excuse future non-compliance with the Loan
Documents, and shall not operate as a consent to any further or other matter
under the Loan Documents.


 


(b)                                 Upon and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement as modified and amended hereby.


 


(c)                                  To the
extent that any terms and conditions in any of the Loan Documents shall contradict
or be in conflict with any terms or conditions of the Credit Agreement, after
giving effect to this Amendment, such terms and conditions are hereby deemed
modified or amended accordingly to reflect the terms and conditions of the
Credit Agreement as modified or amended hereby.


 


(d)                                 This
Amendment is a Loan Document.


 


(e)                                  As
of the Third Amendment Effective Date, each lender identified on the signature pages hereof
shall be a party to the Credit Agreement and, to the extent of its interest as
set forth on Exhibit A, shall have the rights and obligations of a Lender
thereunder and under the other Loan Documents.


 


9.               Entire
Agreement. This Amendment embodies the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof
and supersedes any and all prior or contemporaneous agreements or
understandings with respect to the subject matter hereof, whether express or
implied, oral or written.


 


13

















 


[signature page follows]


 


14

















 


IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date
first above written.


 


	
   

  	
  HAWAIIAN HOLDINGS, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  HAWAIIAN AIRLINES, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  WELLS FARGO FOOTHILL, INC.,

  a California corporation, as Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  D.B. ZWIRN SPECIAL OPPORTUNITIES

  
	
   

  	
  FUND, L.P., a Delaware
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  D.B. Zwirn Partners, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Zwirn Holdings, LLC,

  
	
   

  	
   

  	
  its managing member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  BERNARD NATIONAL LOAN INVESTORS,

  
	
   

  	
  LTD.,

  
	
   

  	
  a Cayman Islands company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard Capital Funding, LLC

  
	
   

  	
   

  	
  its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


	
   

  	
  CANPARTNERS INVESTMENTS IV, LLC,

  
	
   

  	
  a California limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT A


Schedule C-1


 


Commitments - Closing Date


 


	
  Lender

  	
   

  	
  Revolver Commitment

  on the Closing Date

  	
   

  	
  Term Loan

  Commitment on the

  Closing Date*

  	
   

  	
  Total Commitment on

  the Closing Date

  	
   

  
	
  Wells Fargo Foothill, Inc.

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  D.B. Zwirn Special Opportunities Fund, L.P.

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  Bernard National Loan Investors, Ltd.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Lenders

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  50,000,000

  	
   

  



 






*The Term Loan Commitments on
the Closing Date terminated on the Closing Date.


 

















 


Commitments – Third Amendment
Effective Date


 


	
  Lender

  	
   

  	
  Revolver

  Commitment on

  and after the Third Amendment

  Effective Date

  	
   

  	
  Outstanding

  Principal Balance

  of Term Loan on

  the Third

  Amendment

  Effective Date

  	
   

  	
  Term Loan

  Commitment on

  the Third

  Amendment

  Effective Date*

  	
   

  	
  Total Outstanding

  Principal Balance

  of Term Loan and

  Term Loan

  Commitment on

  the Third

  Amendment

  Effective Date

  	
   

  
	
  Wells Fargo Foothill, Inc.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  9,375,000

  	
   

  	
  $

  	
  15,625,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  D.B. Zwirn Special Opportunities Fund, L.P.

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  
	
  Bernard National Loan Investors, Ltd.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  9,375,000

  	
   

  	
  $

  	
  15,625,000

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Canpartners Investments IV, LLC

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  12,500,000

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Lenders

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  18,750,000

  	
   

  	
  $

  	
  43,750,000

  	
   

  	
  $

  	
  62,500,000

  	
   

  



 






*The Term Loan Commitments on the Third Amendment Effective Date terminated
on the Third Amendment Effective Date.


 

















 


EXHIBIT B


 


Aircraft and Engines


 


Aircraft


 


	
  Aircraft

  	
   

  	
  Aircraft Registration

  Number

  	
   

  	
  Aircraft Serial Number

  	
   

  
	
  Boeing 767-332

  	
   

  	
  N116DL

  	
   

  	
  23275

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boeing 767-332

  	
   

  	
  N117DL

  	
   

  	
  23276

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boeing 767-332

  	
   

  	
  N118DL

  	
   

  	
  23277

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Boeing 767-332

  	
   

  	
  N119DL

  	
   

  	
  23278

  	
   

  



 


Engines


 


	
  Engine

  	
   

  	
  Engine Serial Numbers

  	
   

  	
  Corresponding Aircraft

  	
   

  
	
  General Electric Model CF6-80A2

  	
   

  	
  580314

  	
   

  	
  N116DL

  	
   

  
	
   

  	
   

  	
  580315

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model CF6-80A2

  	
   

  	
  580328

  	
   

  	
  N117DL

  	
   

  
	
   

  	
   

  	
  580293

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model CF6-80A2

  	
   

  	
  580317

  	
   

  	
  N118DL

  	
   

  
	
   

  	
   

  	
  580318

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model CF6-80A2

  	
   

  	
  580319

  	
   

  	
  N119DL

  	
   

  
	
   

  	
   

  	
  580320

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT C


 


(see attached)