EXHIBIT 10.6


 


AMENDMENT #1 TO AIRCRAFT LEASE
AGREEMENT


 


THIS AMENDMENT #1 TO  AIRCRAFT LEASE AGREEMENT dated as of August   ,
2003 (this “Amendment”) is entered into between INTERNATIONAL
LEASE FINANCE CORPORATION (“LESSOR”) and HAWAIIAN AIRLINES, INC., (“LESSEE”) in light of the following facts:


 


RECITALS


 


A.                                   LESSOR
and LESSEE have previously entered into that certain Aircraft Lease Agreement
more particularly described in Schedule 1 attached hereto (as amended and
supplemented, the “Lease”), pursuant to which LESSOR leased to LESSEE one (1) Boeing
767-33AER aircraft bearing manufacturer’s serial number 24257 and U.S.
Registration Number N585HA with two (2) Pratt & Whitney PW 4062
engines each with a rated take-off power of over 750 horsepower bearing manufacturer’s
serial numbers P724119 and P724739 (collectively, the “Aircraft”).


 


B.                                     On
March 21, 2003, in the United States Bankruptcy Court for the District of
Hawaii (the “Bankruptcy Court”), LESSEE commenced a bankruptcy case (Bankruptcy Case No. 03-00817-RJF)
seeking relief under Chapter 11 of Title 11 of the United States Code (the “Chapter 11 Case”).


 


C.                                     In
connection with the Chapter 11 Case, LESSEE and LESSOR have agreed to amend
certain terms and provisions in the Lease and, in consideration thereof, LESSEE
wishes to assume all of the rights, benefits, and obligations of the Lease, as
amended hereby, and to obtain the necessary approval of the Bankruptcy Court
approving the terms of this Amendment and the assumption of the Lease, as
amended hereby, by LESSEE.


 


D.                                    LESSOR
and LESSEE now desire by this Amendment to memorialize the terms of the amended
Lease as set forth below.


 


NOW, THEREFORE, in consideration
of the mutual covenants, terms and conditions set forth below and other good
and valuable consideration (the receipt and adequacy of which is hereby
acknowledged), LESSOR and LESSEE hereby agree as follows:


 


AGREEMENT


 


1.  Defined Terms.  Any and all initially capitalized terms not
otherwise defined herein have the meanings given to them in the Lease.  Unless the context requires otherwise, any
reference to the plural includes the singular, the singular includes the
plural, the part includes the whole, and the terms “including” or “includes”
are not limiting.


 


2.  Table of Contents.  The Table of Contents of the Lease is amended
by:


 


(a)                                  deleting
the words “AND EXTENSION OPTIONS” at Article 3 of the Table of Contents.


 


(b)                                 deleting
the word “Initial” at Article 3.1 of the Table of Contents.


 





















 


(c)                                  deleting
the words “Lease Extension Option” at Article 3.2 of the Table of Contents
and inserting in their place the words “Intentionally Deleted”.


 


(d)                                 deleting
the words ‘Lease Term’ and” at Article 3.3 of the Table of Contents.


 


(e)                                  deleting
the word “Initial” at Exhibit C.3 of the Table of Contents.


 


(f)                                    deleting
the words “Lease Extension Option” at Exhibit C.4 of the Table of Contents
and inserting in their place the words “Intentionally Deleted”.


 


(g)                                 deleting
the word “Initial” at Exhibit C.6 of the Table of Contents.


 


(h)                                 deleting
the words “Rent During Extension Term” at Exhibit C.7 of the Table of
Contents and inserting in their place the words “Intentionally Deleted”.


 


3.  Article 1.2.  Article 1.2 of the Lease is amended by:


 


(a)                                  deleting
the words “First Extension Lease Term” in the Terms list and the word “3.2.1”
in the Article list.


 


(b)                                 deleting
the words “Initial Lease Term” in the Terms list and the word “3.1” in the Article list.


 


(c)                                  replacing
the words “Modification Loan” in the Terms list and replacing them with the
words “Modification Payment”.


 


(d)                                 deleting
the words “Second Extension Lease Term” in the Terms list and the word “3.2.1”
in the Article list.


 


(e)                                  deleting
the article reference “3.3” relating to “Lease Term” in the Article list
and replacing it with an article reference to “3.1”.


 


4.  Article 3.  Article 3 of the Lease is amended by
deleting the words “and Extension Options” from the title to Article 3 and
from the footer reference on each page of Article 3.


 


5.  Article 3.1.  Article 3.1 of the Lease is amended by
deleting Article 3.1 in its entirety and inserting in its place the
following new Article 3.1:


 


“3.1.  Lease Term.  The term of leasing of the
Aircraft will commence on the Delivery Date and continue for a lease term of
ten (10) years (the “Lease Term”).”


 


6.  Article 3.2.  Article 3.2 of the Lease is amended by
deleting Article 3.2 in its entirety and inserting in its place the words “Intentionally
Deleted”.


 


7.  Article 3.3.  Article 3.3 of the Lease is amended by
deleting Article 3.3 in its entirety and inserting in its place the
following new Article 3.3:


 





















 


“3.3                           ‘Expiration Date’.  ‘Expiration Date’ means the date on which LESSEE is required to redeliver the
Aircraft to LESSOR in the condition required by this Lease on the last day of
the Lease Term.”


 


8.  Exhibit C.  Exhibit C of the Lease is amended by:


 


(a)                                  deleting
Paragraph 3 of Exhibit C in its entirety and adding and inserting in its
place the following new Paragraph 3:


 


“3.                                 Lease Term


 


10
years”


 


(b)                                 deleting
Paragraph 4 of Exhibit C in its entirety and adding and inserting in its
place the words “Intentionally Deleted”.


 


(c)                                  deleting
Paragraph 6 of Exhibit C in its entirety and adding and inserting in its
place the following new Paragraph 6:


 


[SEE EXHIBIT A]


 


(d)                                 deleting
Paragraph 7 of Exhibit C in its entirety and adding and inserting in its
place the words “Intentionally Deleted”.


 


(e)                                  deleting
Paragraph 12 of Exhibit C in its entirety and adding and inserting in its
place the following new Paragraph 12:


 


[SEE EXHIBIT A]


 


9.  Exhibit D.  Exhibit D of the Lease is amended by:


 


(a)                                  adding
the following new Paragraph 1(d):


 


[SEE EXHIBIT A]


 


(b)                                 deleting
Paragraph 2 of Exhibit D in its entirety and adding and inserting in its
place the following new Paragraph 2:


 


[SEE EXHIBIT A]


 


(c)                                  Paragraph
5 of Exhibit D is amended by deleting Paragraph 5 of Exhibit D in its
entirety and adding and inserting in its place the following new Paragraph 5:


 


[SEE EXHIBIT A]


 


10.  Miscellaneous.


 


1.  Effective
Date.  This Amendment shall become
effective, and LESSEE will be deemed to have assumed the rights and obligations
of the Lease, as amended hereby, on the date


 





















 


(the “Effective Date”) that the Bankruptcy Court has entered a final,
non-appealable order, in form and substance satisfactory to LESSOR, approving
this Amendment and the transactions contemplated hereby.


 


2.  Assumption.  As of the Effective Date, except as expressly
modified by this Amendment or by the order of the Bankruptcy Court, in form and
substance satisfactory to LESSOR, approving this Amendment, all of the terms
and conditions of the Lease remain unchanged and are in full force and effect,
and the Lease, as amended hereby, is hereby assumed for all purposes by LESSEE.


 


3.  Security
Deposit.  LESSOR and LESSEE
acknowledge and agree that as of the Effective Date the LESSOR has, and will
continue to hold, the Security Deposit, which Security Deposit will serve as
security for the performance by LESSEE of its obligations under, and as set
forth in, the Lease, as amended hereby.


 


4.  Administrative
Claim LESSOR and LESSEE acknowledge and agree that upon LESSEE’s assumption
of the Lease (as amended hereby), as contemplated herein, the obligations of
LESSEE under the Lease, as amended hereby, constitute obligations of LESSEE
that have priority as an administrative expense in LESSEE’s Chapter 11
Case.  LESSOR agrees, however, that,
during the pendency of LESSEE’s Chapter 11 Case, in the event LESSEE ceases
operations and liquidates its assets pursuant to a liquidating plan of
reorganization in its Chapter 11 Case or through the conversion of its Chapter
11 Case to a case under Chapter 7 of Title 11 of the United States Code (and,
for the avoidance of doubt, the transfer of LESSEE’s assets to a successor
company in connection with a plan of reorganization shall not be deemed a
ceasing of business by LESSEE or a liquidation of LESSEE’s assets), LESSOR
agrees that, provided LESSEE returns the Aircraft to LESSOR in accordance with
the requirements of the Lease (including Article 22 of the Lease), LESSOR’s
administrative claim for damages under the Lease measured by LESSEE’s
non-payment of Rent shall be limited to $1,500,000, and the balance of LESSOR’s
claim for damages under the Lease will be classified as a general unsecured
claim.  Except as provided in the
preceding sentence, if an Event of Default occurs (other than an Event of
Default based on the existence of LESSEE’s Chapter 11 Case) or LESSEE attempts
to reject this Lease, whether in a plan of reorganization or otherwise, LESSEE
and its assets shall be fully liable for all damages incurred by LESSOR as the
result of such Event of Default and LESSOR shall be entitled to exercise all
its rights and remedies as provided in the Lease to the same extent as if this
Paragraph did not exist.


 


5.  Counterparts.  This Amendment may be executed in any number
of identical counterparts, each of which will be deemed to be an original, and
all of which together will be deemed to be one and the same instrument.


 


6.  Delivery
by Fax.  Delivery of an executed
counterpart of this Amendment by fax will be deemed as effective as delivery of
an originally executed counterpart.  Any
party delivering an executed counterpart of this Amendment will also deliver an
originally executed counterpart, but the failure of any party to deliver an
originally executed counterpart of this Amendment will not affect the validity
or effectiveness of this Amendment.


 





















 


7.  Confidentiality.  The provisions of the Lease with respect to
confidentiality are incorporated in this Amendment by this reference as if such
provisions were set forth herein.


 


8.  Governing
Law; Jurisdiction and Venue; and Service of Process.  The provisions of the Lease with respect to
governing law, jurisdiction and venue, and service of process are incorporated
in this Amendment by this reference as if such provisions were set forth
herein.


 





















 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment on the date first set forth
hereinabove.


 




	
  INTERNATIONAL
  LEASE

  	
   

  	
  HAWAIIAN
  AIRLINES, INC.

  
	
  FINANCE
  CORPORATION

  	
   

  	
  by Chapter 11
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John Plueger

  	
   

  	
  By:

  	
  /s/ Joshua
  Gotbaum

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Joshua
  Gotbaum

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Title: Trustee

  
							






 





















 


Schedule 1


 


Description of Lease


 


Aircraft Lease Agreement dated as of July 16,
2001 between International Lease Finance Corporation, as lessor, and Hawaiian
Airlines, Inc., as lessee, which was recorded by the Federal Aviation
Administration on April 12, 2002, and assigned Conveyance No. H105395,
as supplemented by the following described instrument:


 


	
  Instrument

  	
   

  	
  Date of

  Instrument

  	
   

  	
  FAA

  Recording Date

  	
   

  	
  FAA

  Conveyance No.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estoppel and
  Acceptance Certificate

  	
   

  	
  05/10/02

  	
   

  	
  08/15/02

  	
   

  	
  E001210

  	
   

  



 





















 


EXHIBIT A                                  FINANCIAL
INFORMATION


 


1.  Exhibit C,
Paragraph 6 Rent During Lease Term.


 


“6.  Rent During
Lease Term


 


LESSEE will pay LESSOR the following amounts monthly
in advance as rent for the Aircraft (‘Rent”):


 




	
  Period of Lease Term

  	
   

  	
  Amount of Monthly Rent

  (in U.S. Dollars)

  
	
  [***]

  	
   

  	
  [***]

  






 










[***] Intentionally
omitted as containing confidential information, which has been filed separately
with the Securities and Exchange Commission.


 





















 


2.  Exhibit C,
Paragraph 12 Agreed Value of Aircraft


 


“12.  Agreed
Value of Aircraft


 




	
  Period of Lease Term

  	
   

  	
  Amount 

  (in U.S. Dollars)

  
	
   

  	
   

  	
   

  
	
  Delivery Date through and including [***]

  	
   

  	
  [***]

  
	
  [***] through and including
  the Termination Date

  	
   

  	
  [***]”

  






 


3.  Exhibit D.  Paragraph 1(d).


 


“(d) Notwithstanding the provisions of Paragraphs
1(b) and (c) of this Exhibit D and solely for purposes of this
Paragraph 1, LESSEE’s March 21, 2003 commencement of a bankruptcy case (Bankruptcy
Case No. 03-00817-RJF) seeking relief under Chapter 11 of Title 11 of the
United States Code in the United States Bankruptcy Court for the District of
Hawaii shall not constitute a Default or Event of Default under this Lease or a
default under any other agreements between LESSOR and LESSEE; provided that
this Paragraph 1(d) shall be of no force or effect in the event LESSEE
ceases operations and liquidates its assets pursuant to a liquidating plan of
reorganization in its Chapter 11 Case or through the conversion of its Chapter
11 Case to a case under Chapter 7 of Title 11 of the United States Code (and,
for the avoidance of doubt, the transfer of LESSEE’s assets to a successor
company in connection with a plan of reorganization shall not be deemed a
ceasing of business by LESSEE or a liquidation of LESSEE’s assets).”


 


4.  Exhibit D.  Paragraph 2 Rent.


 


“2.  Rent


 


(a)          LESSEE will pay LESSOR
the following amounts monthly in advance as rent for the Aircraft (‘Rent”):


 




	
  Period of Lease Term

  	
   

  	
  Amount of Monthly Rent

  (in U.S. Dollars)

  
	
  [***]

  	
   

  	
  [***]

  






 


The first payment of Rent during the Lease Term will
be paid no later than [***] prior to the Scheduled Delivery Date, [***].  Each subsequent payment of Rent will be due
monthly thereafter no later than the same day of the month as the Delivery Date
of the Aircraft except that, if such day is not a Business Day, the Rent will
be due on the immediately preceding Business Day.  If Delivery occurred on the 29th,
30th or 31st of the month, and in any given month during
the Lease Term there is no such corresponding date, Rent will be payable on the
last Business Day of such month.  [***]


 





















 


5.  Exhibit D,
Paragraph 5 Agreed Value.


 


“5.                                 Agreed Value.  “Agreed
Value” means the
amounts set forth below during the periods set forth below (in U.S. Dollars):


 




	
  Period of Lease Term

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  
	
  Delivery Date through and including [***]

  	
   

  	
  [***]

  
	
  [***] through and including
  the Termination Date

  	
   

  	
  [***]