Exhibit 10.05


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


BY AND AMONG


 


HAWAIIAN HOLDINGS, INC.


 


AND


 


THE HOLDERS PARTY HERETO


 


DATED AS OF MARCH 13, 2006


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
   

  	
  Section 1.01.

  	
  Definitions

  	
  1

  
	
   

  	
   

  
	
  ARTICLE II.

  	
  REGISTRATION
  RIGHTS

  	
  4

  
	
   

  	
   

  
	
   

  	
  Section 2.01.

  	
  Demand Registration.

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.02.

  	
  Piggy-Back Registration

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.03.

  	
  Registration Expenses

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.04.

  	
  Registration Procedures

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.05.

  	
  Blackout Provisions

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.06.

  	
  Liquidated Damages

  	
  10

  
	
   

  	
   

  
	
  ARTICLE III.

  	
  INDEMNIFICATION

  	
  11

  
	
   

  	
   

  
	
   

  	
  Section 3.01.

  	
  Indemnification by the
  Company

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.02.

  	
  Indemnification by the
  Holders

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.03.

  	
  Conduct of
  Indemnification Proceedings

  	
  12

  
	
   

  	
   

  
	
  ARTICLE IV.

  	
  MISCELLANEOUS

  	
  13

  
	
   

  	
   

  
	
   

  	
  Section 4.01.

  	
  Rule 144 Reporting

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.02.

  	
  Holdback Agreement

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.03.

  	
  Termination of
  Registration Rights

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.04.

  	
  Amendment and
  Modification

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.05.

  	
  Binding Effect; Entire
  Agreement

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.06.

  	
  Severability

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.07.

  	
  Notices and Addresses

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.08.

  	
  Governing Law

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.09.

  	
  Headings

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.10.

  	
  Counterparts

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.11.

  	
  Further Assurances

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.12.

  	
  Remedies

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.13.

  	
  Pronouns

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.14.

  	
  Jurisdiction

  	
  15

  
											



 


i

















 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT, dated as of March 13, 2006 (this “Agreement”), by
and among Hawaiian Holdings, Inc., a Delaware corporation (the “Company”),
and the Holders executing a signature page hereto. Unless otherwise
provided, capitalized terms used herein are defined in Article I below.


 


RECITALS:


 


A.                                   The Company, Hawaiian Airlines, Inc., a
Delaware corporation, as borrower (“Hawaiian”), Canyon Capital
Advisors, LLC, a Delaware limited liability company, as agent, and the lenders from time to time party thereto (the “Lenders”)
are party to that certain Credit Agreement, dated June 2, 2005 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”).


 


B.                                     Pursuant to an amendment to the Credit
Agreement of even date herewith, the Lenders are willing to provide additional
financing to Hawaiian pursuant to the terms and conditions set forth therein.


 


C.                                     In connection with the consummation of the
transactions contemplated by the Credit Agreement, warrants to purchase an
aggregate of 4,050,000 shares of Common Stock of the Company shall be issued or
issuable to the Lenders or their Affiliates (the “Warrants”).


 


D.                                    Pursuant
to the terms and conditions set forth in this Agreement, the Company herein grants
to the Lenders or their Affiliates registration rights with respect to the
shares of Common Stock of the Company issuable on the exercise of the Warrants.


 


E.                                      The
Company and the Holders party hereto desire to set forth certain agreements
herein.


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, intending to be legally bound, the
parties hereto agree as follows:


 


ARTICLE I.



DEFINITIONS


 


Section 1.01.                             Definitions.
The following terms shall have the meanings ascribed to them below:


 


“Affiliate”  has the meaning set forth in the Credit
Agreement.


 

















 


“Agreement” means
this Agreement, as amended, modified or supplemented from time to time, in
accordance with the terms hereof, together with any exhibits, schedules or
other attachments thereto.


 


“Board” or “Board
of Directors” shall mean the Board of Directors of the Company.


 


“Commission” means
the United States Securities and Exchange Commission, or any other federal agency
at the time administering the Securities Act.


 


“Common Stock”
means the common stock, par value $0.01 per share, of the Company or other
publicly traded securities into which the Warrants are exercisable.


 


“Company” has the
meaning set forth in the preamble to this Agreement.


 


“Credit Agreement”
has the meaning set forth in recitals to this Agreement.


 


“Damages” has the
meaning set forth in Section 3.01.


 


“Demand Registration”
has the meaning set forth in Section 2.01(a).


 


“Designated
Registration Statement” shall mean Company’s Form S-1 Registration Statement, File No. 333-129503.


 


“Effectiveness
Date” means the date that is four months following the Filing Date.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute,
and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time.


 


“Filing
Date” means the date that is two months following the date hereof.


 


“Hawaiian”
means Hawaiian Airlines, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company.


 


“Holder” means any
Person owning of record Registrable Securities that have not been sold to the
public or any permitted assignee of record of such Registrable Securities.


 


“Indemnified Party”
has the meaning set forth in Section 3.03(c).


 


“Indemnifying Party”
has the meaning set forth in Section 3.03(c).


 


“Law” means any treaty, statute, ordinance, code,
rule, regulation, order or other legal requirement enacted, adopted,
promulgated, applied or followed by any governmental body.


 


“Lenders” has the
meaning set forth in the recitals to this Agreement.


 


2

















 


“Person” means any
natural person, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or other
agency or political subdivision thereof.


 


“Piggy-Back
Registration” has the meaning set forth in Section 2.02(a).


 


“Registration Expenses”
has the meaning set forth in Section 2.03.


 


“Registrable Securities”
means the shares of Common Stock into which the Warrants are exercisable and
any additional shares of Common Stock acquired by the Holders by way of a
dividend, stock split, preemptive rights, recapitalization or other
distribution in respect of the Warrants, including additional shares of Common
Stock that may be issued pursuant to Section 2.06 hereof. As to any
particular Registrable Securities, once issued such securities shall cease to
be Registrable Securities when (i) a Registration Statement with respect
to the sale of such shares of Common Stock has been declared effective by the
Commission and such shares of Common Stock have been disposed of pursuant to
such effective Registration Statement, (ii) such shares of Common Stock
shall have been or all remaining Registrable Securities held by such Holder could
be sold under circumstances in which all of the applicable conditions of Rule 144(k)
(or any similar provisions then in force) under the Securities Act are met, (iii) such
shares of Common Stock have been otherwise transferred and the Company has
delivered a new certificate or other evidence of ownership for such Common
Stock not bearing a restrictive legend and not subject to any stop order and
such Common Stock may be publicly resold by the Person receiving such
certificate without complying with the registration requirements of the
Securities Act, or (iv) such shares of Common Stock shall have ceased to
be outstanding.


 


“Registration
Statement” means any registration statement of the Company which covers any
of the Registrable Securities pursuant to the provisions of this Agreement
(which registration statement may include the Designated Registration
Statement, if such
registration statement covers any of the Registrable Securities), including
the prospectus, amendments and supplements to such Registration Statement,
including post-effective amendments, all exhibits and all material incorporated
by reference in such Registration Statement.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“Shelf Registration”
means a Registration Statement pursuant to a non-underwritten offering to be
made on a continuous basis pursuant to Rule 415 of the Securities Act.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making
activities.


 


“Warrants” has the meaning set forth
in the recitals.


 


3

















 


ARTICLE II.



REGISTRATION RIGHTS


 


Section 2.01.                             Demand
Registration.


 


(a)                                  Demand
Registration. Subject to the blackout provisions contained in Section 2.05,
the Holders shall have the right to require the Company to file a Registration
Statement under the Securities Act (a “Demand Registration”) covering
all or any part of their respective Registrable Securities, pursuant to a
non-underwritten offering to be made on a continuous basis pursuant to Rule 415
of the Securities Act, by delivering a written request therefor to the Company
specifying the number of Registrable Securities to be included in such
registration by such Holder or Holders and the intended method of distribution
thereof. As soon as practicable after the receipt of such demand, the Company
will use its commercially reasonable efforts to effect such registration
(including, without limitation, appropriate qualification under applicable blue
sky or other state securities laws and appropriate compliance with applicable
regulations issued under the Securities Act and any other governmental
requirements or regulations) of the Registrable Securities which the Company has
been so requested to register for distribution in accordance with such intended
method of distribution; provided, however, that the Company shall not be
obligated to take any action to effect any such Demand Registration, pursuant
to this Section 2.01(a):


 


(i)                                     if
Registrable Securities corresponding to at least 25% of the originally issued Registrable
Securities or having an aggregate market value of at least $5,000,000 (which
market value shall be determined by multiplying the number of Registrable
Securities to be included in the Demand Registration by the proposed per share
offering price) are not included in the Demand Registration;


 


(ii)                                  during
the period of time starting with the date 60 days immediately prior to the
Company’s estimated date of filing of, and ending on the date 90 days (or 180
days in the case of an underwritten public offering) immediately following the
effective date of any registration statement pertaining to securities issued
for the account of the Company (other than a registration of securities in a Rule 145
transaction or with respect to an employee benefit plan); provided that the
Company is actively employing in good faith all reasonable efforts to cause
such registration statement to become effective; provided, further, that the
Company shall not exercise such right more than once in any 12-month period; or


 


(iii)                               of
any Registrable Securities if such Registrable Securities are then covered by
an effective Registration Statement.


 


(b)                                 Effective
Registration. A registration will not be deemed to have been effected as a
Demand Registration unless it has been declared effective by the Commission and
the Company has complied in all material respects with its obligations under
this Agreement with respect thereto; provided that if, after it has become
effective, such registration or the related offer, sale or distribution of Registrable
Securities thereunder is or becomes the subject of any stop order, injunction
or other order or requirement of the Commission or any other governmental or
administrative agency, or if any court prevents or otherwise limits the sale of
the Registrable Securities pursuant to the registration, and, as a result
thereof, two-thirds of the Registrable Securities covered thereby have not been
sold, then such registration will be deemed not to have been effected. If (i) a
registration requested pursuant to this Section 2.01 is deemed not to have
been effected or (ii) the registration requested pursuant to this Section 2.01
does not


 


4

















 


remain effective until
such time as when two-thirds of the Registrable Securities covered thereby have
been sold, then the Company shall continue to be obligated to effect such
registration pursuant to this Section 2.01 without giving effect to such
requested registration. Each Holder of Registrable Securities shall be
permitted to withdraw all or any part of its Registrable Securities from a
Demand Registration at any time prior to the effective date of such Demand
Registration, provided that such registration shall nonetheless count as a
Demand Registration under Section 2.01(a) hereof unless such
withdrawing Holder(s) agree(s) to be responsible for all reasonable fees and
expenses (including reasonable fees and expenses of counsel) incurred by the
Company prior to such withdrawal.


 


Section 2.02.                             Piggy-Back
Registration.


 


(a)                                  Notice
of Registration. If at any time the Company proposes to file a registration
statement under the Securities Act with respect to an offering by the Company
for its own account (other than a registration statement on Form S-4 or
S-8 (or any substitute form that may be adopted by the Commission))
or for the account of any of its security holders, the Company will give each
Holder written notice of such filing at least 20 days (5 days in the case of
the Designated Registration Statement) prior to filing such registration
statement and such notice shall offer each Holder the opportunity to register
the number of Registrable Securities as such Holder may request in writing.
Upon the written request of such Holder made within ten days (4 days in the
case of the Designated Registration Statement) after receipt of such notice by
the Company (which request shall specify the Registrable Securities intended to
be disposed of by such Holder), the Company shall include in such registration
all of the Registrable Securities specified in such request or requests in
accordance with the provisions of this Section 2.02(a) (a “Piggy-Back
Registration”).


 


(b)                                 Underwriting.
If the registration of which the Company gives notice is for a registered
public offering involving an underwriting, the Company shall so advise the Holders
as a part of the written notice given pursuant to Section 2.02(a) hereof.
In such event, the right of any Holder to registration pursuant to Section 2.02(a) hereof
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of the Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall (together with the Company) enter into an underwriting
agreement in customary form with the managing Underwriter selected for
such underwriting by the Company. The Company shall use its commercially
reasonable efforts to cause the managing Underwriter to permit the Registrable
Securities requested to be included in a Piggy-Back Registration to be included
on the same terms and conditions as any similar securities of the Company
(whether sold by the Company or a security holder other than the Holders)
included therein and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method of distribution thereof. Notwithstanding
anything to the contrary contained herein, if the managing underwriter advises
the Company in writing that in its reasonable opinion the number of equity
securities requested to be included in such Piggy-Back Registration exceeds the
number which can be sold in such offering, the Company will include in such
Piggy-Back Registration: (i) first, the number of shares of Common Stock
requested to be included by the holders of the Company exercising their demand
registration rights, if any, (ii) second, the number of shares to be
offered by the Company, and (iii) third, that number of other


 


5

















 


shares of Common Stock
proposed to be included in such Piggy-Back Registration; and the Company shall
so advise all Holders of such limitation (or exclusion, if applicable).


 


(c)                                  Right
to Terminate Registration.


 


(i)                                     The
Company shall have the right to terminate or withdraw any registration
initiated by it under this Section 2.02 prior to the effectiveness of the
related Registration Statement and shall have no obligation to register any Registrable
Securities in connection with such registration, except to the extent provided
herein. The Registration Expenses of such withdrawn Piggy-Back Registration
shall be borne by the Company in accordance with Section 2.03 hereof.


 


(ii)                                  Any
Holder shall have the right to withdraw its request for inclusion of the
Registrable Securities in any Piggy-Back Registration by giving written notice
to the Company of its request to withdraw prior to the planned effective date
of the related Registration Statement.


 


Section 2.03.                             Registration
Expenses. In connection with registrations pursuant to Sections 2.01 and 2.02
hereof, the Company shall pay all of the registration expenses incurred in
connection with the registration thereunder (the “Registration Expenses”),
including, without limitation, all: (i) reasonable registration and filing
fees, (ii) reasonable fees and expenses of compliance with securities or
blue sky laws (including reasonable fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities), (iii) reasonable
processing, duplicating and printing expenses, (iv) of the Company’s
internal expenses (including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting duties), (v) fees
and expenses incurred in connection with the listing of the Registrable
Securities, (vi) fees and disbursements of counsel for the Company and
fees and expenses for independent certified public accountants retained by the
Company (including the expenses of any comfort letters or costs associated with
the delivery by independent certified public accountants of a comfort letter or
comfort letters requested but not the cost of any audit other than a year end
audit), (vii) fees and expenses of any special experts retained by the
Company in connection with such registration, and (viii) reasonable fees
and expenses of one firm of counsel for the Holders to be selected by the Holders
of a majority of the Registrable Securities to be included in such registration,
which must be the same firm used for any other secondary shares covered by such
registration (“Holders’ Counsel”), in an amount not to exceed $35,000. Notwithstanding
the foregoing, each Holder shall be responsible for any underwriting fees,
discounts or commissions attributable to the sale of the Registrable Securities
pursuant to a Registration Statement under the Securities Act.


 


Section 2.04.                             Registration
Procedures. In the case of each registration effected by the Company
pursuant to this Agreement, the Company will keep each Holder advised in
writing as to the initiation of each registration and as to the completion
thereof. In connection with any such registration:


 


(a)                                  The
Company will promptly prepare and file with the Commission a Registration
Statement on Form S-3 (unless the Company does not qualify for use of Form S-3,
in which case such registration statement shall be a Form S-1 or other form that
the Company is


 


6

















 


eligible to use) under
the Securities Act (or another appropriate form reasonably acceptable to
the Holders) and use its commercially reasonable efforts to cause such
Registration Statement to become and remain effective until the completion of
the distribution contemplated thereby; provided, however, the Company shall not
be required to keep such Registration Statement effective for more than 180
days in the case of registrations effected pursuant to Sections 2.01 and 2.02
hereof (or such shorter period which will terminate when all Registrable
Securities covered by such Registration Statement have been sold); provided,
further, however that, in the case of a Shelf Registration, the Company shall
be required to keep such Registration Statement effective until the date when all Registrable Securities
covered by such Registration Statement cease to be Registrable Securities.


 


(b)                                 The
Company will promptly prepare and file with the Commission such amendments and
post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement effective for as long as such
registration is required to remain effective pursuant to the terms hereof;
cause the prospectus to be supplemented by any required prospectus supplement,
and, as so supplemented, to be filed pursuant to Rule 424 under the
Securities Act; and comply with the provisions of the Securities Act applicable
to it with respect to the disposition of all Registrable Securities covered by
such Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Holders set forth in such Registration
Statement or supplement to the prospectus.


 


(c)                                  The
Company, at least 10 days prior to filing a Registration Statement or at least
five days prior to filing a prospectus or any amendment or supplement to such
Registration Statement or prospectus, will furnish to (i) each Holder, (ii) Holders’
Counsel and (iii) each Underwriter, if any, of the Registrable Securities
covered by such Registration Statement copies of such Registration Statement
and each amendment or supplement as proposed to be filed, together with
exhibits thereto, which documents will be subject to reasonable review and
approval (which approval may not be unreasonably withheld) by each of the
foregoing within five days after delivery (except that such review and approval
of any prospectus or any amendment or supplement to such Registration Statement
or prospectus must be within three days), and thereafter, furnish to such
Holders, Holders’ Counsel and Underwriters, if any, such number of copies of
such Registration Statement, each amendment and supplement thereto (in each
case including all exhibits thereto and documents incorporated by reference
therein), the prospectus included in such Registration Statement (including
each preliminary prospectus) and such other documents or information as such
Holder, Holders’ Counsel or Underwriters may reasonably request in order
to facilitate the disposition of the Registrable Securities; provided, however,
that notwithstanding the foregoing, if the Company intends to file any
prospectus, prospectus supplement or prospectus sticker which does not make any
material changes in the documents already filed (including, without limitation,
any prospectus under Rule 430A, 430B, 430C or 424(b)), then Holders’
Counsel will be afforded such opportunity to review such documents prior to
filing consistent with the time constraints involved in filing such document,
but in any event no less than one day.


 


(d)                                 The
Company will promptly notify each Holder of any stop order issued or threatened
by the Commission and take all reasonable actions required to prevent the entry
of such stop order or to remove it at the earliest possible moment if entered.


 


7

















 


(e)                                  On
or prior to the date on which the Registration Statement is declared effective,
the Company shall use its best efforts to register or qualify such Registrable
Securities under such other securities or “blue sky” laws of such jurisdictions
as any Holder reasonably requests and do any and all other acts and things
which may be necessary or advisable to enable the Holders to consummate
the disposition in such jurisdictions of such Registrable Securities; use
commercially reasonable efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period which the Registration
Statement is required to be kept effective; and use commercially reasonable
efforts to do any and all other acts or things necessary or advisable to enable
the disposition in such jurisdictions of the Registrable Securities covered by
the applicable Registration Statement; provided that the Company will not be
required to (i) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this paragraph (e), (ii) subject
itself to taxation in any such jurisdiction or (iii) consent to general
service of process in any such jurisdiction.


 


(f)                                    The
Company will notify each Holder, Holders’ Counsel and any Underwriter promptly
and (if requested by any such Person) confirm such notice in writing, (i) when
a prospectus or any prospectus supplement or post-effective amendment has been
filed and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by the
Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or prospectus or for additional
information to be included in any Registration Statement or prospectus or
otherwise, (iii) of the issuance by any state securities commission or
other regulatory authority of any order suspending the qualification or
exemption from qualification of any of the Registrable Securities under state
securities or “blue sky” laws or the initiation of any proceedings for that
purpose, and (iv) of the happening of any event which makes any statement
made in a Registration Statement or related prospectus or any document
incorporated or deemed to be incorporated by reference therein untrue or which
requires the making of any changes in such Registration Statement, prospectus
or documents so that they will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements in the Registration Statement and prospectus
not misleading in light of the circumstances in which they were made; and, as
promptly as practicable thereafter, prepare and file with the Commission and
furnish a supplement or amendment to such prospectus so that, as thereafter
deliverable to the purchasers of such Registrable Securities, such prospectus
will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. Each Holder hereby
agrees to keep any disclosures under subsection (iv) above
confidential until such time as a supplement or amendment is filed.


 


(g)                                 The
Company will make generally available an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act no later than 90
days after the end of the 12-month period beginning with the first day of the
Company’s first fiscal quarter commencing after the effective date of a
Registration Statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the Company
timely files complete and accurate information on Forms 10-Q, 10-K and 8-K
under the Exchange Act and otherwise complies with Rule 158 under the
Securities Act.


 


8

















 


(h)                                 The
Company will enter into customary agreements reasonably satisfactory to the
Company (including, if applicable, an underwriting agreement in customary form and
which is reasonably satisfactory to the Company) and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities.


 


(i)                                     The
Company, during the period when the prospectus is required to be delivered
under the Securities Act, promptly will file all documents required to be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act.


 


(j)                                     The
Company shall cause all such Registrable Securities registered hereunder to be
listed on each securities exchange on which similar securities of the same class issued
by the Company are then listed.


 


(k)                                  The
Company shall otherwise comply with all applicable rules and regulations
of the Commission.


 


The
Company may require each Holder to promptly furnish in writing to the
Company such information regarding the distribution of the Registrable
Securities as the Company may from time to time reasonably request and
such other information as may be legally required in connection with such
registration, including, without limitation, all such information as may be
requested by the Commission or the National Association of Securities Dealers, Inc.


 


Each
Holder agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2.04(f) hereof,
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 2.04(f) hereof, and, if so
directed by the Company, such Holder will deliver to the Company all copies,
other than permanent file copies then in such Holder’s possession, of the most
recent prospectus covering such Registrable Securities at the time of receipt
of such notice. In the event the Company shall give such notice, the Company
shall extend the period during which such Registration Statement shall be
maintained effective (including the period referred to in Section 2.04(a) hereof)
by the number of days during the period from and including the date of the
giving of notice pursuant to Section 2.04(f) hereof to the date when
the Company shall make available to the Holders a prospectus supplemented or
amended to conform with the requirements of Section 2.04(f) hereof.


 


Section 2.05.                             Blackout
Provisions.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, by delivery of written notice to
any of the participating Holders (a “Suspension Notice”), stating which
one or more of the following limitations shall apply to the addressee of such
Suspension Notice, the Company may (1) postpone effecting a registration
under this Agreement, or (2) require such addressee to refrain from
disposing of Registrable Securities under the registration, in either case for
a period of no more than 90 consecutive days from the delivery of such
Suspension Notice (which period may not be extended or renewed). The
Company may postpone effecting a


 


9

















 


registration or apply the limitations on dispositions specified in
clause 2 if (x) the Company in good faith determines that such registration or
disposition would materially impede, delay or interfere with any material
financing, offer or sale of equity securities of the Company, acquisition,
disposition or other material transaction by the Company or any of its material
subsidiaries, (y) an investment banking firm of recognized national standing
shall advise the Company in writing that effecting the registration or the
disposition by such person of Registrable Securities or other equity securities
of the Company, as the case may be, would materially and adversely affect
an offering of equity securities of the Company, by the Company for its own
account the preparation of which had then been commenced, or (z) the Company in
good faith determines that the Company is in possession of material non-public
information the disclosure of which during the period specified in such notice
the Company reasonably believes would not be in the best interests of the
Company; provided that the Company may not take any action pursuant to
this Section 2.05 for a period of time in excess of 120 days in any one
year period.


 


(b)                                 If
the Company shall take any action pursuant to clause 2 of Section 2.05(a) with
respect to any participating Holder in a period during which the Company shall
be required under Section 2.04(a) to cause the Registration Statement
to remain effective under the Securities Act and the prospectus to remain
current, such period shall be extended for such person by one day beyond the
end of such period for each day that, pursuant to Section 2.05(a), the
Company shall require such person to refrain from disposing of Registrable
Securities owned by such person.


 


Section 2.06.                             Liquidated
Damages.


 


(a)                                  Notwithstanding
anything herein to the contrary, if: (i) a Registration Statement is not
filed with the Commission on or prior to the Filing Date, or (ii) a
Registration Statement is not declared effective by the Commission on or prior
to the Effectiveness Date (any such failure being referred to as an “Event” and
the date on which such Event occurs being referred to as the “Event Date”),
then in addition to any other rights the Holders may have hereunder or
under applicable law: (x) on each such Event Date the Company shall pay to each
Holder, pro-rata in accordance with the number of Registrable Securities held
by each Holder, an amount equal to $75,000, payable at the Company’s option, in
either cash or additional shares of Common Stock, as liquidated damages; and
(y) on each monthly anniversary of each such Event Date (if the applicable
Event shall not have been cured by such date) until the applicable Event is
cured, the Company shall pay to each Holder, pro-rata in accordance with the
number of Registrable Securities held by each Holder, an amount equal to
$75,000, payable at the Company’s option, in either cash or additional shares
of Common Stock, as liquidated damages. Cash liquidated damages shall be paid
to the Holders of Registrable Securities entitled to receive such liquidated
damages by wire transfer in immediately available funds to the accounts designated
by such Holders.


 


(b)                                 In the event the filing or effectiveness of a
Registration Statement is delayed pursuant to the blackout provisions contained
in Section 2.05 hereof (other than any such delay relating to the
Designated Registration Statement, if such registration statement does not
cover the Registrable Securities), the Filing Date or the Effectiveness Date
(for the purposes


 


10

















 


of calculating liquidated
damages pursuant to this Section 2.06), as applicable, shall be extended
for that number of days equal to such blackout period, not to exceed 120 days.


 


(c)                                  Notwithstanding
the foregoing, if an Event occurs solely because one or more Holders electing
to include Registrable Securities in the Registration Statement did not provide
the Company with information which is required to be disclosed in the
Registration Statement and which the Company reasonably required the Holders to
so provide in writing at least 15 days prior to the Filing Date and/or
Effectiveness Date, as the case may be, the Company’s obligation to pay
liquidated damages to such Holder(s) with respect thereto will not begin to
accrue until five business days after such information has been provided.


 


ARTICLE III.



INDEMNIFICATION


 


Section 3.01.                             Indemnification
by the Company. The Company agrees to indemnify and hold harmless, to the
fullest extent permitted by law, each Holder, each of its partners, officers,
directors, employees and agents, and each Person, if any, who controls such
Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, together with the partners, officers, directors, employees
and agents of such controlling Person (collectively, the “Controlling
Persons”), from and against any loss, claim, damage, liability, attorneys’
fees, costs and expenses of investigating and defending any such claim
(collectively, the “Damages”) and any action in respect thereof to which
such Holder, its partners, officers, directors, employees and agents, and any
such Controlling Person may become subject under the Securities Act or
otherwise, insofar as such Damages (or proceedings in respect thereof) arise
out of, or are based upon, any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or prospectus or any
preliminary prospectus, or arise out of, or are based upon, any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances in which they were made, except insofar as the same are based
upon information furnished in writing to the Company by such Holder expressly
for use therein, and shall reimburse such Holder, its partners, officers,
directors, employees and agents, and each such Controlling Person for any legal
and other expenses reasonably incurred by such Holder, its partners, officers,
directors, employees and agents, or any such Controlling Person in investigating
or defending or preparing to defend against any such Damages or proceedings.


 


Section 3.02.                             Indemnification by the Holders. Each Holder agrees, severally but not
jointly, to indemnify and hold harmless the Company, its officers, directors,
employees and agents and each Person, if any, who controls the Company within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, together with the partners, officers, directors, employees and
agents of such controlling Person, to the same extent as the foregoing
indemnity from the Company to the Holders, but only with reference to
information related to the Holders, or their plan of distribution, furnished in
writing by the Holders expressly for use in any Registration Statement or prospectus,
or any amendment or supplement thereto, or any preliminary prospectus. The
Holders not shall be required to indemnify any Person pursuant to


 


11

















 


this
Section 3.02 for any amount in excess of the net proceeds of the Registrable
Securities sold for the account of the Holders.


 


Section 3.03.                             Conduct
of Indemnification Proceedings. Promptly after receipt by any Person in
respect of which indemnity may be sought pursuant to Section 3.01 or 3.02
(an “Indemnified Party”) of notice of any claim or the commencement of
any action, the Indemnified Party shall, if a claim in respect thereof is to be
made against the Person against whom such indemnity may be sought (an “Indemnifying
Party”), notify the Indemnifying Party in writing of the claim or the
commencement of such action; provided that the failure to notify the
Indemnifying Party shall not relieve it from any liability which it may have
to an Indemnified Party otherwise than under Section 3.01 or 3.02 except
to the extent of any actual prejudice resulting therefrom. If any such claim or
action shall be brought against an Indemnified Party, and it shall notify the
Indemnifying Party thereof, the Indemnifying Party shall be entitled to
participate therein, and, to the extent that it wishes, jointly with any other
similarly notified Indemnifying Party, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to assume the
defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation; provided, that, the Indemnified Party shall have the
right to employ separate counsel to represent the Indemnified Party and its
Controlling Persons who may be subject to liability arising out of any
claim in respect of which indemnity may be sought by the Indemnified Party
against the Indemnifying Party, but the fees and expenses of such counsel shall
be for the account of such Indemnified Party unless (i) the Indemnifying
Party and the Indemnified Party shall have mutually agreed to the retention of
such counsel or (ii) in the reasonable opinion of counsel to such
Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential conflicts of interest between them, it
being understood, however, that the Indemnifying Party shall not, in connection
with any one such claim or action or separate but substantially similar or
related claims or actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys who shall represent any other holders
of Registrable Securities whose securities were included in the same
registration statement absent any such conflict or potential conflict of
interest (together with appropriate local counsel) at any time for all
Indemnified Parties. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any claim or pending
or threatened proceeding in respect of which the Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability arising out of such claim or
proceeding. Whether or not the defense of any claim or action is assumed by the
Indemnifying Party, such Indemnifying Party will not be subject to any
liability for any settlement made without its consent, which consent will not
be unreasonably withheld.


 


12

















 


ARTICLE IV.



MISCELLANEOUS


 


Section 4.01.                             Rule 144
Reporting. With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of the
Registrable Securities to the public without registration, the Company agrees,
so long as there are outstanding Registrable Securities, to use its
commercially reasonable efforts to file with the Commission in a timely manner
all reports and other documents as the Commission may prescribe under Section 13(a) or
15(d) of the Exchange Act at any time while the Company is subject to such
reporting requirements of the Exchange Act.


 


Section 4.02.                             Holdback
Agreement. Subject to the provisions hereof, in the event the Company
proposes to enter into an underwritten public offering, each Holder who
beneficially owns 5% or more of the outstanding Common Stock agrees to enter
into a customary agreement with the managing Underwriters not to effect any
sale or distribution of equity securities of the Company, or any securities
convertible, exchangeable or exercisable for or into such securities, during
the period beginning on the date of such offering and extending for up to 90
days if so requested by the Company and the Underwriters; provided that no
Holder shall be so obligated unless the Company and each other stockholder
beneficially owning 5% or more of the outstanding Common Stock enter into the
same or comparable lock-up agreement for the same period; provided, further,
that no Holder shall be obligated to enter into more than one such agreement in
any twelve-month period.


 


Section 4.03.                             Termination
of Registration Rights. The rights granted under this Agreement shall terminate
on the date on which the Holders no longer own Registrable Securities.


 


Section 4.04.                             Amendment
and Modification. This Agreement may be amended, modified and
supplemented, and any of the provisions contained herein may be waived,
only by a written instrument signed by the Company and each Holder.


 


Section 4.05.                             Binding
Effect; Entire Agreement. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and executors, administrators and heirs;
provided that any assigns of the Holders (including assigns of such assigns)
must execute a counterpart of this Agreement and agree to be fully bound
by the provisions contained herein; provided further that no transferee of a Holders,
except an Affiliate of such Holders (including a transferee of the assigns of a
Holders) shall have the benefit of such rights unless such transferee
beneficially owns at least 3% of the outstanding Common Stock after giving
effect to such transfer. This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and
every nature among them.


 


Section 4.06.                             Severability.
In the event that any provision of this Agreement or the application of any
provision hereof is declared to be illegal, invalid or otherwise unenforceable
by a court of competent jurisdiction, the remainder of this Agreement shall not
be affected except to the extent necessary to delete such illegal, invalid or
unenforceable provision unless that provision held invalid shall substantially
impair the benefits of the remaining portions of this Agreement.


 


13

















 


Section 4.07.                             Notices
and Addresses. Any notice, demand, request, waiver, or other communication
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service, if personally served or sent by facsimile; on the
business day after notice is delivered to a courier or mailed by express mail,
if sent by courier delivery service or express mail for next day delivery; and
on the third day after mailing, if mailed to the party to whom notice is to be
given, by first class mail, registered, return receipt requested, postage
prepaid and addressed as follows:


 


If
to the Company:


 


Hawaiian Holdings, Inc. 

3375 Koapaka Street, Suite G-350 

Honolulu, HI 96819

Attention:  Peter R. Ingram, Chief
Financial Officer

Facsimile: (808) 835-3690

Telephone:  (808) 835-3030


 


with
a copy to:


 


Dechert
LLP


30
Rockefeller Plaza


New
York, New York 10112


Attention:  Charles I. Weissman , Esq.


Facsimile:   (212) 698-3599


Telephone:  (212) 698-3847


 


If to a Holder, at such address and facsimile number
listed on Schedule 1 hereto.


 


with a copy to:


 


Sidley
Austin LLP


555
West Fifth Street, 40th Floor


Los
Angeles, CA 90013


Attention:
Gary J. Cohen, Esq.


Facsimile:
(213) 896-6600


Telephone:
(213) 896-6013


 


Section 4.08.                             Governing
Law. This Agreement and (unless otherwise provided) all amendments hereof
and waivers and consents hereunder shall be governed by the internal Laws of
the State of Delaware, without regard to the conflicts of Law principles
thereof which would specify the application of the Law of another jurisdiction.


 


Section 4.09.                             Headings.
The headings in this Agreement are for convenience of reference only and shall
not constitute a part of this Agreement, nor shall they affect their
meaning, construction or effect.


 


14

















 


Section 4.10.                             Counterparts.
This Agreement may be executed via facsimile and in any number of
counterparts, each of which shall be deemed to be an original instrument and
all of which together shall constitute one and the same instrument.


 


Section 4.11.                             Further
Assurances. Each party shall cooperate and take such action as may be
reasonably requested by another party in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.


 


Section 4.12.                             Remedies.
In the event of a breach or a threatened breach by any party to this Agreement
of its obligations under this Agreement, any party injured or to be injured by
such breach will be entitled to specific performance of its rights under this
Agreement or to injunctive relief, in addition to being entitled to exercise
all rights provided in this Agreement and granted by law, it being agreed by
the parties that the remedy at law, inducing monetary damages, for breach of
any such provision will be inadequate compensation for any loss and that any
defense or objection in any action for specific performance or injunctive
relief that a remedy at law would be adequate is waived.


 


Section 4.13.                             Pronouns.
Whenever the context may require, any pronouns used herein shall be deemed
also to include the corresponding neuter, masculine or feminine forms.


 


Section 4.14.                             Jurisdiction.
Each Holder and the Company (a) hereby irrevocably and unconditionally
submits to the exclusive jurisdiction of any state or federal court sitting in the
State of Delaware for the purposes of any suit, action or other proceeding
arising out of this Agreement or the subject matter hereof brought by the
Company or any Holder, and (b) hereby waives and agrees not to assert, by
way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that
this Agreement or the subject matter hereof may not be enforced in or by
such court.


 


[SIGNATURE PAGES FOLLOW]


 


15





















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.


 


	
   

  	
  HAWAIIAN HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter R. Ingram

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer and Treasurer

  
					



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  HOTEL ALPHA HOLDING COMPANY, LLC

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  
						



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  D.B. ZWIRN SPECIAL OPPORTUNITIES

  
	
   

  	
  FUND, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  D.B. Zwirn Partners, LLC,

  	
   

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Zwirn Holdings, LLC,

  	
   

  
	
   

  	
   

  	
  its managing member

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  QVT FUND LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: its general partner, QVT Associates GP LLC

  	
   

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


[Signature Page to Registration Rights Agreement]


 

















 


	
   

  	
  DEUTSCHE BANK AG, LONDON BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  its investment manager,
  QVT Financial LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:  its general partner, QVT
  Financial GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  ORE HILL FUND LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  GOLDENTREE CAPITAL SOLUTIONS FUND

  
	
   

  	
  FINANCING

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  GOLDENTREE CAPITAL OPPORTUNITIES, LP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  CONTEXT CONVERTIBLE ARBITRAGE FUND,

  
	
   

  	
  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Registration
Rights Agreement]


 

















 


	
   

  	
  CONTEXT CONVERTIBLE ARBITRAGE

  
	
   

  	
  OFFSHORE, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Registration
Rights Agreement]


 

















 


Schedule 1 
-  Holders


 


	
  Name

  	
   

  	
  Address and Facsimile Number

  
	
   

  	
   

  	
   

  
	
  HOTEL ALPHA HOLDINGS, LLC

  	
   

  	
  9665 Wilshire Boulevard, Suite 200

  
	
   

  	
   

  	
  Beverly Hills, CA 90212

  
	
   

  	
   

  	
  Attention: Jack Hersch

  
	
   

  	
   

  	
  Facsimile: (310) 247-2701

  
	
   

  	
   

  	
   

  
	
  D.B. ZWIRN SPECIAL
  OPPORTUNITIES FUND, L.P.

  	
   

  	
  745 Fifth Avenue, 18th Floor

  
	
   

  	
   

  	
  New York, NY 10151

  
	
   

  	
   

  	
  Attention: Vasan Kesavan

  
	
   

  	
   

  	
  Facsimile: (646) 720-9105

  
	
   

  	
   

  	
   

  
	
  QVT FUND LP

  	
   

  	
  527 Madison Avenue, 8th Floor

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attention: Fati Sadeghi-Nejad

  
	
   

  	
   

  	
  Facsimile: (212) 705-8820

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG, LONDON BRANCH

  	
   

  	
  c/o QVT Financial LP

  
	
   

  	
   

  	
  527 Madison Avenue, 8th Floor

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attention: Fati Sadeghi-Nejad

  
	
   

  	
   

  	
  Facsimile: (212) 705-8820

  
	
   

  	
   

  	
   

  
	
  ORE HILL FUND LP

  	
   

  	
  650 Fifth Avenue, 9th Floor

  
	
   

  	
   

  	
  New York, New York 10019

  
	
   

  	
   

  	
  Attention: Claude A. Baum

  
	
   

  	
   

  	
  Facsimile: (212) 389-2332

  
	
   

  	
   

  	
   

  
	
  GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING

  	
   

  	
  300 Park Avenue, 21st Floor

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attention: Barry Ritholz

  
	
   

  	
   

  	
  Facsimile: (212) 847-3537

  
	
   

  	
   

  	
   

  
	
  GOLDENTREE CAPITAL OPPORTUNITIES

  	
   

  	
  300 Park Avenue, 21st Floor

  
	
   

  	
   

  	
  New York, NY 10022

  
	
   

  	
   

  	
  Attention: Barry Ritholz

  
	
   

  	
   

  	
  Facsimile: (212) 847-3537

  
	
   

  	
   

  	
   

  
	
  CONTEXT CONVERTIBLE ARBITRAGE FUND, L.P.

  	
   

  	
  12626 High Bluff Drive

  
	
   

  	
   

  	
  Suite 440

  
	
   

  	
   

  	
  San Diego, CA 92130

  
	
   

  	
   

  	
  Attention: Michael Escobedo

  
	
   

  	
   

  	
  Facsimile: (858) 481-3667

  



 

















 


	
  CONTEXT CONVERTIBLE ARBITRAGE OFFSHORE, LTD.

  	
   

  	
  12626 High Bluff Drive

  
	
   

  	
   

  	
  Suite 440

  
	
   

  	
   

  	
  San Diego, CA 92130

  
	
   

  	
   

  	
  Attention: Michael Escobedo

  
	
   

  	
   

  	
  Facsimile: (858) 481-3667