Exhibit 10.22


 


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


 


	
  Warrant No. W-1

  	
  July 8, 2005

  



 


WARRANT

to Purchase the Common Stock of 

Hawaiian Holdings, Inc.


 


THIS CERTIFIES THAT,
for value received, RC Aviation, LLC, having an address at 12730 High Bluff
Drive, Suite 180, San Diego, California 92130, or registered assigns, is
entitled to purchase from Hawaiian Holdings, Inc., a Delaware corporation,
or any successor (the “Company”), in whole or in part, at a purchase
price of $7.20 per share (subject to adjustment as provided herein), at any
time, from and after the Initial Exercise Date to and including June 1,
2010, 6,856,000 shares of the fully paid and nonassessable Common Stock (as
herein defined) (as such number may be adjusted as provided herein).


 


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


 


This Warrant is issued in connection with the Equity
Commitment Letter.


 


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


 


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


 





















 


been delivered to the Company and payment made for such shares as
aforesaid.  Certificates for the shares
so purchased shall be delivered to the Holder within ten (10) Business
Days after the rights represented by this Warrant shall have been so exercised,
and, unless this Warrant has expired, a new Warrant representing, and with an
Aggregate Number equal to, the number of Warrant Shares, if any, with respect
to which this Warrant shall not then have been exercised, in all other respects
identical with this Warrant, shall also be issued and delivered to the Holder
within such time, or, at the request of such Holder, appropriate notation may
be made on this Warrant and signed by the Company and the same returned to such
Holder.


 


(b)                           Cashless Exercise.  If
the sale of the Warrant Shares is not covered by a registration statement under
the Securities Act, the Holder shall have the right to pay all or a portion of
the Warrant Purchase Price by making a “Cashless Exercise” pursuant to this Section 1(b),
in which case (i) shares of the Company’s Common Stock other than the
Warrant Shares or (ii) at any time after June 1, 2006, the Warrant
Shares to be acquired upon the exercise of this Warrant may be applied to pay
the exercise price in connection with the exercise of this Warrant in whole or
in part.  Any shares of Common Stock or Warrant
Shares transferred to the Company as payment of the exercise price under this
Warrant shall be valued at the Fair Market Value of such shares of Common Stock
or Warrant Shares.


 


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


 


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


 


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


 


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


 


2





















 


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


 


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


 


3.                                       Representations, Warranties and Covenants of the
Company.


 


(a)                                  The Company hereby represents and
warrants that:


 


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


 


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


 


3





















 


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


 


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


 


(b)                                 The Company covenants and agrees that:


 


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


 


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


 


(C)                                Listing
on Securities Exchanges.  The Company
promptly will procure at its sole expense the listing of all Warrant Shares
then registered for public sale (subject to issuance or notice of issuance) on
all stock exchanges on which the shares of Common Stock are then listed.


 


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


 


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


 


(a)                                  Adjustments. 
The Aggregate Number, after taking into consideration any prior
adjustments pursuant to this Section 4, shall be subject to adjustment
from time to time as follows and, thereafter, as adjusted, shall be deemed to
be the Aggregate Number hereunder.  No
adjustment shall be made under this Section 4(a) upon the issuance of
Convertible Securities or Common Stock issuable upon exercise or conversion of
such Convertible Securities if an adjustment shall previously have been made
upon the issuance of such Convertible Securities pursuant to Section 4(c).


 


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


 


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


 


4





















 


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


 


(C)                                combine
its outstanding shares of Common Stock into a smaller number of shares of
Common Stock (a “Stock Combination”),


 


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


 


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


 


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


 


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


 


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


 


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


 


5





















 


securities paid as dividends and distributions and
originating directly or indirectly from such Common Stock.


 


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


 


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


 


The provisions of this Section 4(a)(iii) shall
not apply to any issuance of additional shares of Common Stock for which an
adjustment is otherwise provided under Section 4(a)(i) hereof.  No adjustment of the Aggregate Number shall
be made under this Section 4(a)(iii) upon:


 


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


 


6





















 


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


 


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


 


(D)                               the
issuance of Common Stock upon the exercise of rights issued in connection with
the contemplated rights offering by the Company for the purpose of the
redemption of the Series A Subordinated Convertible Notes and Series B
Subordinated Convertible Notes issued by the Corporation (collectively, the “Subordinated
Convertible Notes”), prior to the first anniversary of the issuance of the
Subordinated Convertible Notes;


 


(E)                                 the
issuance of up to 1,500,000 shares of Common Stock issuable to unions of
Hawaiian Airlines, Inc., in transactions approved by the Board of Directors
of the Company;


 


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


 


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


 


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


 


(iv)                        Warrants and Options. 
If at any time or from time to time the Company shall take a record of
the holders of the Common Stock for the purpose of entitling them to receive a
distribution of, or shall in any manner (whether directly, by assumption in a
merger in which the Company is the surviving corporation and in which the
shareholders of the Company immediately prior to the merger continue to own
more than fifty percent (50%) of the outstanding Common Stock immediately after
the merger and for a period of one hundred eighty (180) days thereafter, or
otherwise) issue or sell any warrants, options or other rights to subscribe for
or purchase, directly or indirectly, any Convertible Securities, whether or not
the rights to subscribe, purchase, exchange or convert thereunder are
immediately exercisable, and the consideration per share for which additional
shares of Common Stock may at any time thereafter be issuable pursuant to


 


7





















 


such warrants,
options or other rights or pursuant to the terms of such Convertible Securities
shall be less than the Fair Market Value, then the Aggregate Number shall be
adjusted as provided in Section 4(a)(iii) hereof on the basis that (A) the
maximum number of additional shares of Common Stock issuable pursuant to all
such warrants, options or other rights or necessary to effect the conversion or
exchange of all such Convertible Securities shall be deemed to have been issued
as of the date of the determination of the Fair Market Value as hereinafter
provided and (B) the aggregate consideration for such maximum number of
additional shares of Common Stock shall be deemed to be the minimum
consideration received and receivable by the Company for the issuance of such
additional shares of Common Stock pursuant to the terms of such warrants,
options or other rights or such Convertible Securities.  For purposes of this Section 4(a)(iv),
the effective date of such adjustment and the date as of which the Fair Market
Value shall be computed shall be the earliest of (x) the date on which the
Company shall take a record of the holders of the Common Stock for the purpose of
entitling them to receive any such warrants, options or other rights, (y) the
date on which the Company shall enter into a firm contract or commitment for
the issuance of such warrants, options or other rights and (z) the date of
actual issuance of such warrants, options or other rights.


 


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


 


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


 


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


 


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


 


(D)                               the
issuance of rights to purchase Common Stock issued in connection with the
contemplated rights offering by the Company for the purpose of the redemption
of the Subordinated Convertible Notes, prior to the first anniversary of the issuance
of the Subordinated Convertible Notes; or


 


8





















 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


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


 


12





















 


equivalent as possible to the adjustments provided for
in this Section 4).  The foregoing
provisions of this Section 4(b) shall similarly apply to successive
Transactions.


 


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


 


(d)                                 Notices.


 


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


 


13





















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                           “Cashless Exercise” shall have the
meaning set forth in Section 1(b).


 


14





















 


(e)                            “Closing Date” shall mean June 1,
2005.


 


(f)                              “Common Stock” shall mean the
Common Stock, par value $.01 per share, of the Company or any other Capital
Stock of the Company into which such stock is reclassified or reconstituted.


 


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


 


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


 


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


 


(j)                               “Equity Commitment Letter” shall
mean that certain agreement between RC Aviation, LLC and the Company dated August 24,
2004 for the provision of, among other things, equity financing to the Company
in an amount up to $60 million.


 


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


 


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


 


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


 


(n)                           “Person” shall mean any
individual, firm, corporation, limited liability


 


15





















 


company, partnership, trust, incorporated or
unincorporated association, joint venture, joint stock company, Governmental
Authority or other entity of any kind, and shall include any successor (by
merger or otherwise) of such entity.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(x)                             “Warrant Purchase Price” shall
mean the purchase price of $7.20 per share of Common Stock payable upon
exercise of this Warrant, as adjusted as provided herein.


 


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


 


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


 


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


 


7.                                       Exchange, Replacement and Assignability.  This
Warrant is exchangeable, upon the surrender hereof by the Holder at the office
or agency of the Company described in Section 1, for new Warrants of like
tenor and date representing in the aggregate the right to purchase the number
of shares which may be purchased hereunder, each of such new Warrants to
represent the right to purchase such number of shares as shall be designated by
such Holder at the time of


 


16





















 


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


 


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


 


9.                                       Omissions and Indulgences; Amendment and Waiver.


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


(a)           if to the
Company:


 


Hawaiian Holdings, Inc.

3375 Koapaka Street

Suite G-350

Honolulu, Hawaii 96819


 


Attention: Chief
Executive Officer


Facsimile: (808) 835-3690


 


with copies to:


 


Dechert LLP

30 Rockefeller Plaza

New York, New York 10112

Attention: Charles I. Weissman, Esq.

Facsimile: (212) 698-3599


 


(b)           if to the
Holder:


 


RC Aviation, LLC


12730 High Bluff Drive


Suite 180


San Diego, California
92130


 


Facsimile: (858) 523-1899


with copies to:


 


Foley & Lardner
LLP


402 West Broadway


Suite 2300


San Diego, California
92101


 


 


Attention: Kenneth Polin, Esq.


Facsimile: (619) 234-3510


 


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


 


18





















 


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


 


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


 


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


 


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


 


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


 


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


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


19





















 


IN WITNESS WHEREOF, Hawaiian Holdings, Inc. has
caused this Warrant to be signed by its duly authorized officer under its
corporate seal, duly attested by its authorized officer, and dated as of July 8,
2005.


 


 


	
   

  	
  HAWAIIAN HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall L. Jenson

  	
   

  
	
   

  	
   

  	
  Name: Randall L. Jenson

  
	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


20





















 


SUBSCRIPTION FORM


 


To:          Hawaiian
Holdings, Inc.


3375
Koapaka Street


Suite G-350


Honolulu,
HI 96819


Attention: Chief
Executive Officer


Facsimile: (808)
835-3690


 


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


 


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


 


	
   

  	
    o

  	
      Exercise
  for Cash

  	
   

  	
   

  
	
   

  	
    o

  	
      Cashless
  Exercise

  	
   

  	
   

  



 


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


 


	
   

  	
   

  
	
   

  	
  (Name of Record
  Holder/Transferee)

  



 


and deliver such
certificate or certificates to the following address:


 


	
   

  	
   

  
	
   

  	
  (Address of Record
  Holder/Transferee)

  



 


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


 


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


 


	
   

  	
   

  
	
   

  	
  (Name of Record
  Holder/Transferee)

  



 





















 


and deliver such warrant
to the following address:


 


 


	
   

  	
   

  
	
   

  	
  (Address of Record
  Holder/Transferee)

  



 


 


	
   

  	
   

  
	
   

  	
  (Signature)

  



 


 


	
   

  	
   

  
	
  (Date)

  



 


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