Exhibit 10.02


 


AMENDMENT NUMBER ONE TO CREDIT AGREEMENT


 


This
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”) is entered
into as of March 13, 2006 by the lenders identified on the signature pages hereof
(the “Lenders”), CANYON CAPITAL
ADVISORS, LLC, a Delaware limited liability company, in its capacity
as agent for the Lenders (in such capacity, “Agent”; and together with
the Lenders, the “Lender Group”), HAWAIIAN HOLDINGS, INC.,
a Delaware corporation (“Parent”), and HAWAIIAN
AIRLINES, INC., a Delaware corporation (“Borrower”),
with reference to the following:


 


WHEREAS, Borrower, Parent, Agent and certain of the
Lenders 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
OID Amount” means
Four Hundred Seventy-Five Thousand Dollars ($475,000), which shall be fully
earned as of the First Amendment Effective Date and shall constitute a portion
of the Term Loan.


 


“Additional
Term Loan” has the meaning specified therefor in Section 2.1.


 


“Additional
Warrants” means the warrants issued to the Lenders on the date hereof as “Additional
Warrants”, as described more fully on Exhibit D attached hereto.


 


“Additional
Warrants Triggering Event” means (i) the transfer of
$10,000,000 to the Designated Account in accordance with Section 2.1(a)(v);
or (ii) the use by Borrower of financing other than the First Amendment
Cash


 


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Collateral to finance the
acquisition of the Fifth Aircraft and Engine (or an aircraft and/or engine
comparable to the Fifth Aircraft and Engine).


 


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


 


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


 


“EBITDA”
means, with respect to any fiscal period, Borrower’s and its Subsidiaries’
consolidated net earnings (or loss), minus extraordinary gains, interest
income, net fair value decrease (or increase) in jet fuel swap agreements that
did not qualify as hedges as defined in the Financial Accounting Standards
Board’s Statement of Financial Accounting Standards No. 133, and, to the
extent not reported or classified as depreciation or amortization expense,
amortization of favorable maintenance contracts, accretion of unfavorable real
estate leases, accretion of unfavorable aircraft leases, amortization of
favorable aircraft leases, and accretion of unfavorable engine leases, plus non-cash
extraordinary losses, non-cash Stock option expenses, interest expense, income
taxes, and depreciation and amortization for such period, in each case, as
determined in accordance with GAAP. Solely with respect to the trailing twelve
month period ended June 30, 2005, the one-time extraordinary charge
related to the successful restructuring and revision of long-term aircraft
leases and the related deficiency claims filed by the aircraft lessors shall be
excluded from the definition of “EBITDA”.


 


“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.


 


“First
Amendment” means that certain Amendment Number One 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.


 


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


 


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


 


“First
Amendment Effective Date Warrants” means the warrants issued to the Lenders
on the date hereof as “First Amendment Effective Date Warrants”, as described
more fully on Exhibit D attached hereto.


 


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


 


“Leverage
Ratio” means, as of any date of measurement, the “Total Leverage Ratio” as
defined in, and determined from time to time in accordance with, the Bank
Credit Agreement.


 


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“Maximum
Senior Indebtedness” means an amount equal to the maximum amount of
Indebtedness incurred by Borrower under the Bank Credit Documents plus
$25,000,000; provided, however, that in the event any of the
First Amendment Cash Collateral is used to repay, in whole or in part, the
First Lien Additional Term Loan, then the amount defined hereunder as “Maximum
Senior Indebtedness” shall automatically be reduced by the aggregate amount
of such repayment on the First Lien Additional Term Loan.


 


“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 2.2(c)(iv).


 


“Rating Agencies”
has the meaning specified therefor in Section 2.7.


 


“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, Bank Credit Agent, 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 Brokerge Services, LLC.


 


“Securitization”
has the meaning specified therefor in Section 2.7.


 


“Securitization
Liabilities” has the meaning specified therefor in Section 2.7.


 


“Securitization
Parties” has the meaning specified therefor in Section 2.7.


 


“Term
Loan Amount” means $72,500,000.


 


“Term
Loan Prepayment Fee” means (a) until and including the first
anniversary of the First Amendment Effective Date, an amount equal to 5% of the
principal amount of the Term Loan being prepaid; (b) after the first
anniversary of


 


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the
First Amendment Effective Date and until and including the second anniversary
of the First Amendment Effective Date, an amount equal to 2.5% of the principal
amount of the Term Loan being prepaid; (c) after the second anniversary of
the First Amendment Effective Date and until and including the fourth
anniversary of the First Amendment Effective Date, an amount equal to 1% of the
principal amount of the Term Loan being prepaid; and (d) after the fourth
anniversary of the First Amendment Effective Date but prior to and excluding
the Maturity Date, an amount equal to 0% of the principal amount of the Term
Loan being prepaid.


 


“Warrants”
means, collectively, the First Amendment Effective Date Warrants and the
Additional Warrants.


 


(b)                                 Section 2.1(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 the
amount set forth for such Lender on Schedule C-1, which amount
included a share of the OID Amount attributable to such Lender as set forth on Schedule C-1
(collectively, the “Existing Term Loan”).


 


(ii)  The outstanding
principal balance of the Existing Term Loan as of the First Amendment Effective
Date, prior to giving effect to the First 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 First 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 First Amendment Effective Date
in an amount equal to the amount set forth for such Lender on Schedule C-1,
which amount shall include a share of the Additional OID Amount attributable to
such Lender as set forth on Schedule C-1. The amount of the Term
Loan funded by those Lenders having a Term Loan Commitment on the First
Amendment Effective Date shall be reduced by the Additional OID Amount. The
Term Loan shall be evidenced by an Amended and Restated Promissory Note in the form of
Exhibit N-1 (the “Note”), and the Borrower shall execute and
deliver the Note to Agent, for the benefit of the Lenders. The Note shall
represent the obligation of Borrower to pay to Agent, for the benefit of the
Lenders, the full principal amount of the Term Loan, together with interest
thereon as prescribed in Section 2.3. Interest on the Term Loan
shall be payable quarterly in arrears, on the last Business Day of each
calendar quarter, at the applicable interest rate set forth in Section 2.3.
On the First Amendment Effective Date, (a) an amount equal to $43,750,000 of the First
Lien Additional Term Loan and an amount equal to $20,850,000 of the Additional
Term Loan (collectively, the “First Amendment Cash Collateral”) shall be
transferred to the First Amendment Cash Collateral Account, which shall be
subject to the Securities Account Control Agreement, and (b) the
First Amendment Effective


 


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Date Warrants (as set
forth on Exhibit D hereto) and the Additional Warrants (as set
forth on Exhibit D hereto) shall be issued to the warrantholders
set forth on Exhibit D (the “Warrantholders”). Neither Parent nor Borrower nor any of
their respective Subsidiaries shall, nor shall they have any right, to withdraw
any cash from the First Amendment Cash Collateral Account.


 


(iii)  The parties
hereto hereby agree that within 30 days after the First 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) 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 second priority Lien (subject only
to the prior Lien under the Bank Credit Documents) 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 Bank Credit 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 is not immediately waived in writing by both the Agent and the Bank
Credit Agent) has occurred, the date that the Required Lenders (as such term is
defined in the Bank Credit Agreement) request the release of such amount from Bank
Credit Agent, Bank Credit Agent will direct the Securities Intermediary to
release an amount equal to $43,750,000 of the First Amendment Cash Collateral and
upon such release, Bank Credit Agent will as promptly as practicable apply such
amount to repay, in part, the principal amount of the First Lien Additional
Term Loan; and (b) concurrently therewith, Bank Credit Agent will direct
the Securities Intermediary to release an amount equal to $10,850,000 of the
First Amendment Cash Collateral and upon such release, Bank Credit Agent will
as promptly as practicable cause such amount to be transferred to Agent, for
the benefit of the


 


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Lenders,
to repay, in part, the principal amount of the Additional Term Loan. Amounts
repaid pursuant to this Section 2.1(a)(iii) may not be reborrowed.


 


(iv)  The parties
hereto hereby agree that within 60 days after the First 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 into a 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 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 Agent and Bank Credit 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,
Bank Credit Agent will 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, Bank Credit Agent will as promptly as practicable transfer directly to
the holders of the Subordinated Notes (or to the Designated Account, in Bank
Credit 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 Bank Credit
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 Bank Credit Agent) has
occurred, the date that the Required Lenders (as such term is defined in the
Bank Credit Agreement) request the release of such amount from Bank Credit
Agent, Bank Credit Agent will direct the Securities Intermediary to release an
amount equal to $43,750,000 of the First 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 First Lien Additional Term Loan; and (b) concurrently
therewith, Bank Credit Agent will direct the Securities Intermediary to release
an amount equal to $10,850,000 of the First Amendment Cash Collateral and upon
such release, Bank Credit Agent will as promptly as practicable cause such
amount to be transferred to the Agent, for the benefit of the Lenders, to
repay, in part, the principal amount of the Additional Term Loan. Amounts
repaid pursuant to this Section 2.1(a)(iv) may not be
reborrowed.


 


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(v)  The parties hereto
hereby agree that as 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 First Amendment Effective Date (the “Third
Cash Collateral Events Deadline”), 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 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
second priority Lien (subject only to the prior Lien under the Bank Credit
Documents) 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 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 Engine, 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 has
occurred, then (a) Bank Credit 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 of the First
Amendment Cash Collateral to the Designated Account (or to Bank Credit Agent,
who will transfer such amount as promptly as practicable to the Designated
Account) to finance the acquisition of the Fifth Aircraft and Engine,
and (b) the Additional Warrants shall immediately become exercisable in
accordance with their terms. 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, an Event of Default (that is not immediately waived
in writing by both the Agent and Bank Credit Agent) occurs, or if at any time
prior to the Third Cash Collateral Events Deadline Borrower shall provide
notice to Bank Credit Agent and Agent that it has determined not to purchase
the Fifth Aircraft and Engine or any other aircraft or engines in lieu thereof,
then (a) as promptly as practicable and, in any event, within two
Business Days after the earliest of (x) the deadline


 


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date by which any such
event shall not have occurred, (y) the date on which Bank Credit Agent and
Agent receive such notice from Borrower, or (z) if an Event of Default (that is
not immediately waived in writing by Agent and Bank Credit Agent) has occurred,
the date on which Agent requests the release of such amount from Bank Credit
Agent, Bank Credit Agent will direct the Securities Intermediary to release an amount equal to $10,000,000 of the First
Amendment Cash Collateral and upon such release, Bank Credit Agent will as
promptly as practicable cause such amount to be transferred to Agent, for the
benefit of the Lenders, to repay, in part, the principal amount of the
Additional Term Loan, and (b) the Additional Warrants shall expire in
accordance with their terms on the 120th day following the First
Amendment Effective Date and automatically be of no further force or effect
after such date; provided, however, that the Additional Warrants
shall immediately become exercisable and shall not expire on such date if an
Additional Warrants Triggering Event occurs prior to such date. For the
avoidance of doubt, the Additional Warrants are not exercisable under their
terms unless and until an Additional Warrants Triggering Event shall have
occurred within 120 days of the First Amendment Effective Date. Notwithstanding
anything to the contrary set forth above in this Section 2.1(a)(v),
so long as $10,000,000 of the First Amendment Cash Collateral remains in the
First Amendment Cash Collateral Account, if Borrower notifies Agent that it has
determined to lease the Fifth Aircraft and Engine and that another comparable
aircraft and/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, (a) Bank Credit
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 of the First
Amendment Cash Collateral to the Designated Account (or to Bank Credit Agent,
who will transfer such amount as promptly as practicable to the Designated
Account) to finance the acquisition of such comparable aircraft and/or engine,
and (b) the Additional Warrants shall immediately become exercisable in
accordance with their terms. Amounts
repaid pursuant to this Section 2.1(a)(v) may not be
reborrowed.


 


(c)                                  The
following new subsection (iv) is hereby added to Section 2.2(c) of
the Credit Agreement:


 


“(iv)                        Anything in Section 2.2(c)(i) or
any other section of this Agreement to the contrary notwithstanding,
immediately upon the consummation of a Permitted Ansett Sale-Leaseback
Transaction, Borrower shall prepay the outstanding principal balance of the
Term Loan plus any Term Loan Prepayment Fee in accordance with Section 2.2(e) in
an amount equal to the remaining portion, if any, of the Net Cash Proceeds
received by Parent, Borrower, or any of their respective Subsidiaries in
connection with such Permitted Ansett Sale-Leaseback Transaction after
application of such Net Cash Proceeds to the prepayment of the term loan under
the Bank Credit Agreement to the extent any such prepayment is required under
the terms thereof.”


 


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(d)                                 The
following new subsection (v) is hereby added to Section 2.2(c) of
the Credit Agreement:


 


“(v)                           Anything in Section 2.2(c) or
any other section of this Agreement to the contrary notwithstanding, at
any time from and after the occurrence of a Change of Control, each Lender
shall have the right to sell to Borrower all of such Lender’s Pro Rata Share of
the Term Loan at a price equal to 101% of the face value thereof plus accrued
and unpaid interest, if any, through the date of such sale.”


 


(e)                                  Section 2.3 of the
Credit Agreement is hereby amended and restated in its entirety as follows:


 


“(a)                            Interest Rate.  Except as
provided in clause (b) below, all Obligations shall bear interest at a per
annum rate equal to nine percent (9%).”


 


(f)                                    The
following new Section 2.7 is hereby added to the Credit
Agreement:


 


“2.7                           Securitization.  Each of Borrower and each Guarantor hereby
acknowledges that the Lenders and each of their Affiliates and Related Funds may sell
or securitize (a “Securitization”) the amounts borrowed hereunder (the “Borrowings”)
through the pledge of the Borrowings as collateral security for loans to such
Lenders or their Affiliates or Related Funds or through the sale of the Borrowings
or the issuance of direct or indirect interests in the Borrowings, which loans
to such Lenders or their Affiliates or Related Funds or direct or indirect
interests will be rated by Moody’s, Standard & Poor’s or one or more
other rating agencies (the “Rating Agencies”). Each of Borrower and each
Guarantor shall use commercially reasonable efforts to cooperate with such
Lenders and their Affiliates and Related Funds to effect the Securitization,
including by (a) amending this Agreement and the other Loan Documents, (b) executing
such additional documents, as reasonably requested by such Lenders in order to
effect the Securitization, provided  that (i) any such
cooperation, amendment, or additional documentation does not impose any
additional costs (other than de minimis
costs) on Borrower or any Guarantor, (ii) any such amendment or additional
documentation does not materially adversely affect the rights, or increase the
obligations, of Borrower or any Guarantor under the Loan Documents or change or
affect in a manner adverse to Borrower or any Guarantor the financial terms of
the Borrowings or add more restrictive covenants or defaults, and (iii) such
amendment or additional documentation does not require Borrower or any
Guarantor to (x) take any action which would be illegal or would breach any
contractual obligation of Borrower or any Guarantor existing prior to the First
Amendment Effective Date or (y) indemnify any Person other than the Agent and
the Lenders, (c) providing such information as may be reasonably
requested by such Lenders in connection with the rating of the Borrowings or
the Securitization, and (d) providing in connection with any rating of the
Borrowings a certificate (i) agreeing to indemnify such Lenders and any of
their Affiliates and Related Funds, any of the Rating Agencies, or any party
providing credit support


 


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or
otherwise participating in the Securitization (collectively, the “Securitization
Parties”) for any losses, claims, damages or liabilities (the “Securitization
Liabilities”) to which such Lenders or any of their Affiliates or Related
Funds, or such Securitization Parties, may become subject insofar as the
Securitization Liabilities arise out of or are based upon a breach of the
representation and warranty contained in Section 4.18 (as if such
representation or warranty were made to the best of Borrower’s and each
Guarantor’s knowledge), and (ii) agreeing to reimburse such Lenders and
their Affiliates and Related Funds, and such Securitization Parties, for any
legal or other expenses reasonably incurred by such Persons in connection with
defending the Securitization Liabilities.


 


(g)                                 Section 3.2 of the
Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“3.2                           Term.   This Agreement shall continue in full force and effect for a term
ending on March 11, 2011 (the “Maturity Date”), unless earlier
terminated in accordance with Section 8.”


 


(h)                                 Section 5.8(a) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“5.8                           (a)                                  At
Borrower’s expense, maintain insurance respecting its and its Subsidiaries’
assets wherever located, covering loss or damage by fire, theft, explosion, and
all other hazards and risks as ordinarily are insured against by other Persons
engaged in the same or similar businesses (including all-risk ground coverage
of Spare Parts). Borrower also shall maintain business interruption, public
liability, aircraft public liability insurance (including (i) passenger
legal liability, and (ii) if such insurance is then generally carried by
major United States air carriers, aircraft war risk and allied perils insurance
in accordance with London form AVN52C (as in effect on September 1,
2001 or in accordance with the FAA’s Chapter 443 Aviation Insurance Policy as
in effect on the date hereof) or its equivalent form reasonably acceptable
to the Required Lenders)), cargo liability insurance, and war risk and allied
perils hull (including confiscation, expropriation, nationalization and seizure
by a government other than the United States), terrorist and hijacking
insurance, and product liability insurance, as well as insurance against
larceny, embezzlement, and criminal misappropriation. All such policies of
insurance shall be in such amounts, against such risks, in such form, and with
such insurance companies as are reasonably satisfactory to Required Lenders (it
being understood that (x) the insurance coverage reflected on the certificates
of insurance delivered to Agent on the Closing Date is acceptable to Agent and
(y) an insurance company with the same financial strength, credit rating, and
debt rating as the financial strength, credit rating, and debt rating, as of
the Closing Date, of the insurance company that issues the certificates of
insurance on the Closing Date is acceptable to Agent). All hull and spares
ground insurance shall be on an “agreed” value basis without right of
replacement. All deductibles shall be in an amount reasonably satisfactory to
the Required Lenders (it being understood that the deductibles reflected on the
certificates of insurance delivered to Agent on the Closing Date are acceptable
to


 


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the Required Lenders). As
soon as practicable after receipt by Borrower thereof, Borrower shall deliver
copies of all such policies to Agent with an endorsement naming Agent as an
additional insured. Following the Discharge of First Lien Obligations, as soon
as practicable after receipt thereof, Borrower shall deliver copies of all such
policies naming Agent as sole loss payee (under a satisfactory lender’s loss
payable endorsement) or additional insured, as appropriate. Each policy of
insurance (except any policy of insurance placed with the FAA) or endorsement
shall contain a clause requiring the insurer to give not less than 30 days
prior written notice (7 in the case of war risk and allied perils coverage) to
Agent in the event of cancellation of the policy for any reason whatsoever.”


 


(i)                                     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.”


 


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


 


“6.14                     Use of Proceeds.   Use the proceeds of 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 First 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 the Fifth
Aircraft and Engine, and (iii) to pay transactional fees, costs, and
expenses incurred in connection with the foregoing transactions, the First
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.”


 


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


 


“(ii)                           Bank Excess Availability plus Bank Qualified Cash.   Solely with respect to Borrower and its
Subsidiaries, Bank Excess Availability plus Bank 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 under the Bank
Credit Documents is less than or equal to $40,000,000 (the “Reduction Date”);
and (B) from and including the Reduction Date up to (but not


 


11

















 


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 under the Bank Credit Documents that have been made
since the Reduction Date.”


 


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


 


“(b)                           Leverage Ratio.   Solely with respect to Borrower and its
Subsidiaries, a Leverage Ratio, measured on a quarter-end basis, of (i) not
more than 5.63:1.00 during the period from the First Amendment Effective Date
up to (but excluding) the one year anniversary of the First Amendment Effective
Date, (ii) not more than 5.23:1.00 during the period from the one year
anniversary of the First Amendment Effective Date up to (but excluding) the
second year anniversary of the First Amendment Effective Date, (iii) not
more than 4.83:1.00 during the period from the second year anniversary of the
First Amendment Effective Date up to (but excluding) the third year anniversary
of the First Amendment Effective Date, (iv) not more than 4.43:1.00 during
the period from the third year anniversary of the First Amendment Effective
Date up to (but excluding) the fourth year anniversary of the First Amendment
Effective Date, and (v) not more than 4.03:1.00 thereafter; provided,
however, that in the event any of the First Amendment Cash Collateral is
used to repay, in whole or in part, the First Lien Additional Term Loan and/or
the Additional Term Loan pursuant to Section 2.1(a)(iii), (iv) or
(v), the Leverage Ratio thresholds provided in this Section 6.16(b) shall
be adjusted as set forth in Schedule 6.16.”


 


(m)                               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.”


 


(n)                                 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”


 


(o)                                 Section 15.11(a) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:


 


“15.11              (a)                                  All
payments made by Borrower hereunder or under any note or other Loan Document
will be made without setoff, counterclaim, or other defense. In addition, all
such payments will be made free and clear of, and


 


12

















 


without deduction or
withholding for, any present or future Taxes, and in the event any deduction or
withholding of Taxes is required, Borrower shall comply with the penultimate
sentence of this Section 15.11(a). “Taxes” shall mean, any taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority thereof or therein with respect to such payments (but
excluding any franchise tax and tax imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein measured by or
based on the net income or net profits of any Lender) and all interest,
penalties or similar liabilities with respect thereto. If any Taxes are so
levied or imposed, Borrower agrees to pay the full amount of such Taxes and
such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement, any note, or Loan Document, including any
amount paid pursuant to this Section 15.11(a) after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein; provided, however, that Borrower
shall not be required to increase any such amounts if the increase in such
amount payable (i) results from Agent’s or such Lender’s own willful
misconduct or gross negligence (as finally determined by a court of competent
jurisdiction), (ii) results from an obligation by Agent or such Lender to
withhold, deduct, or pay such amount that existed prior to the date that Agent
or such Lender became a party to this Agreement, or (iii) results from
such Lender’s failure to comply with the provisions of Section 15.11(b).
Borrower will furnish to Agent and each Lender as promptly as possible after
the date the payment of any Tax is due pursuant to applicable law certified
copies of tax receipts evidencing such payment by Borrower.


 


(p)                                 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.


 


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


 


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 “First 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 Three to Credit
Agreement, dated as of the date hereof, among Parent, Borrower, Bank Credit
Agent and the Bank Credit Lenders, duly executed by the parties thereto, in
full force and effect,


 


13

















 


(ii) that certain Amendment Number One to Fee Letter,
dated as of the date hereof, between Borrower and Bank Credit Agent, duly
executed by the parties thereto, in full force and effect, and in form and
substance reasonably satisfactory to Agent, and (iii) all other documents
related thereto, in each case, in form and substance reasonably
satisfactory to Agent.


 


(d)                                 Agent
shall have received evidence satisfactory to Agent that the First Lien Lenders
have funded not less than $43,750,000 into the First Amendment Cash Collateral
Account.


 


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


 


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


 


(g)                                 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).


 


(h)                                 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.


 


(i)                                     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.


 


(j)                                     Each
Lender or its designated Affiliate shall have received (i) a First
Amendment Effective Date Warrant to purchase the common stock of Parent, dated
as of the date hereof, issued by Parent in favor of such Lender or Affiliate,
duly executed by Parent, in full force and effect, and (ii) a Registration
Rights Agreement, dated as of the date hereof, among Parent and the Lenders (or
their designated Affiliates, as the case may be), in full force and
effect, and in form and substance reasonably satisfactory to Agent.


 


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


 


14

















 


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.


 


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


 


15

















 


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 First 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.


 


10.   Agreement
Regarding Warrants.  The parties
hereto agree that for federal and state income tax purposes, the fair market
value of the Warrants will be determined by Parent, in consultation with Agent
based on the Black-Scholes method or other standard valuation methodology,
within 10 Business Days following the First Amendment Effective Date, and
Borrower will give notice to the Lenders of the value so determined, who hereby
agree to file all tax returns consistently with such determination.


 


[signature page follows]


 


16

















 


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:

  	
   

  
						



 

















 


	
   

  	
  CANYON CAPITAL ADVISORS LLC,

  as Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 

















 


	
   

  	
  CANPARTNERS INVESTMENTS IV, LLC,

  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  BERNARD NATIONAL LOAN INVESTORS,

  LTD., as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard Capital Funding, LLC

  its Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  QVT FUND LP, as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  its general partner, QVT Associates GP LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  DEUTSCHE BANK AG, LONDON BRANCH,

  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  its investment manager, QVT Financial LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  its general partner, QVT Financial GP LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  ORE HILL FUND L.P., as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Ore Hill Partners LLC

  Its: Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  GOLDENTREE CAPITAL SOLUTIONS FUND

  FINANCING, as a
  Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  CONTEXT CONVERTIBLE ARBITRAGE

  FUND, L.P., as a
  Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  GOLDENTREE CAPITAL OPPORTUNITIES, LP,

  as a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  CONTEXT CONVERTIBLE ARBITRAGE

  OFFSHORE, LTD., as
  a Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


EXHIBIT A


 


Schedule C-1


 


Commitments - Closing Date


 


	
  Lender

  	
   

  	
  Term Loan Commitment

  on the Closing Date*

  	
   

  	
  Attributable Share of the

  OID Amount

  	
   

  
	
  Canpartners Investments IV, LLC

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Lenders

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  250,000

  	
   

  



 






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


 

















 


Commitments – First Amendment
Effective Date


 


	
  Lender

  	
   

  	
  Outstanding

  Principal Balance

  of Term Loan on

  the First

  Amendment

  Effective Date

  	
   

  	
  Term Loan

  Commitment on

  the First

  Amendment

  Effective Date

  	
   

  	
  Attributable Share

  of the Additional

  OID Amount

  	
   

  	
  Total Outstanding

  Principal Balance

  of Term Loan and

  Term Loan

  Commitment on 

  the First

  Amendment

  Effective Date

  	
   

  
	
  Canpartners Investments
  IV, LLC

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  25,000,000

  	
   

  
	
  Bernard National Loan
  Investors, Ltd.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  5,000,000

  	
   

  	
  $

  	
  50,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  QVT Fund LP

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  14,00,000

  	
   

  	
  $

  	
  140,000

  	
   

  	
  $

  	
  14,00,000

  	
   

  
	
  Deutsche Bank AG London

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,500,000

  	
   

  	
  $

  	
  35,000

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  Ore Hill Fund LP

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  $

  	
  100,000

  	
   

  	
  $

  	
  10,000,000

  	
   

  
	
  GoldenTree Capital
  Solutions Fund Financing

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  8,500,000

  	
   

  	
  $

  	
  85,000

  	
   

  	
  $

  	
  8,500,000

  	
   

  
	
  GoldenTree Capital
  Opportunities, LP

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  $

  	
  15,000

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  Context Convertible
  Arbitrage Fund, L.P.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  1,200,000

  	
   

  	
  $

  	
  12,000

  	
   

  	
  $

  	
  1,200,000

  	
   

  
	
  Context Convertible
  Arbitrage Offshore, Ltd.

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  3,800,000

  	
   

  	
  $

  	
  38,000

  	
   

  	
  $

  	
  3,800,000

  	
   

  
	
  All Lenders

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  $

  	
  47,500,000

  	
   

  	
  $

  	
  475,000

  	
   

  	
  $

  	
  72,500,000

  	
   

  



 

















 


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

  580315

  	
   

  	
  N116DL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model
  CF6-80A2

  	
   

  	
  580328

  580293

  	
   

  	
  N117DL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model
  CF6-80A2

  	
   

  	
  580317

  580318

  	
   

  	
  N118DL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General Electric Model
  CF6-80A2

  	
   

  	
  580319

  580320

  	
   

  	
  N119DL

  



 

















 


EXHIBIT C


 


Schedule 6.16


 

















 


EXHIBIT D


 


Warrants


 


	
  Lender

  	
   

  	
  Term Loan

  Commitment After

  Giving Effect to the

  First Amendment

  	
   

  	
  Corresponding Warrantholder

  	
   

  	
  First

  Amendment

  Effective Date

  Warrants

  	
   

  	
  Additional

  Warrants

  	
   

  	
  Totals

  	
   

  
	
  Canpartners
  Investment IV, LLC

  	
   

  	
  $

  	
  25,000,000

  	
   

  	
  Hotel Alpha
  Holding Company, LLC(1)

  	
   

  	
  1,077,586

  	
   

  	
  172,414

  	
   

  	
  1,250,000

  	
   

  
	
  QVT Fund LP

  	
   

  	
  $

  	
  14,000,000

  	
   

  	
  QVT Fund LP

  	
   

  	
  603,448

  	
   

  	
  96,552

  	
   

  	
  700,000

  	
   

  
	
  Deutsche Bank AG
  London

  	
   

  	
  $

  	
  3,500,000

  	
   

  	
  Deutsche Bank AG
  London

  	
   

  	
  150,862

  	
   

  	
  24,138

  	
   

  	
  175,000

  	
   

  
	
  Ore Hill Fund LP

  	
   

  	
  $

  	
  10,000,000

  	
   

  	
  Ore Hill Fund LP

  	
   

  	
  431,034

  	
   

  	
  68,966

  	
   

  	
  500,000

  	
   

  
	
  GoldenTree
  Capital Solutions Fund Financing

  	
   

  	
  $

  	
  8,500,000

  	
   

  	
  GoldenTree
  Capital Solutions Fund Financing

  	
   

  	
  366,379

  	
   

  	
  58,621

  	
   

  	
  425,000

  	
   

  
	
  GoldenTree
  Capital Opportunities, L.P.

  	
   

  	
  $

  	
  1,500,000

  	
   

  	
  GoldenTree
  Capital Opportunities, L.P.

  	
   

  	
  64,655

  	
   

  	
  10,345

  	
   

  	
  75,000

  	
   

  
	
  Bernard National
  Loan Investors, Ltd.

  	
   

  	
  $

  	
  5,000,000

  	
   

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

  	
   

  	
  215,517

  	
   

  	
  34,483

  	
   

  	
  250,000

  	
   

  
	
  Context
  Convertible Arbitrage Fund, L.P.

  	
   

  	
  $

  	
  1,200,000

  	
   

  	
  Context
  Convertible Arbitrage Fund, L.P.

  	
   

  	
  51,724

  	
   

  	
  8,276

  	
   

  	
  60,000

  	
   

  
	
  Context
  Convertible Arbitrage Offshore, Ltd.

  	
   

  	
  $

  	
  3,800,000

  	
   

  	
  Context
  Convertible Arbitrage Offshore, Ltd.

  	
   

  	
  163,793

  	
   

  	
  26,207

  	
   

  	
  190,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Totals

  	
   

  	
  $

  	
  72,500,000

  	
   

  	
   

  	
   

  	
  3,124,998

  	
   

  	
  500,002

  	
   

  	
  3,625,000

  	
   

  



 






(1) Hotel
Alpha Holding Company, LLC shall also receive warrants to purchase an
additional 425,000 shares of common stock of Parent as of the First Amendment
Effective Date.