Exhibit 10.34


 


AMENDMENT
NUMBER TWO TO CREDIT AGREEMENT


 


This AMENDMENT NUMBER TWO TO CREDIT
AGREEMENT (this “Amendment”) is entered into as of September 9,
2005 by the lenders identified on the signature pages hereof (the “Lenders”),
WELLS FARGO FOOTHILL,
INC., a California corporation (“Agent”; and together with
the Lenders, the “Lender Group”), as the arranger and administrative
agent for the Lenders, HAWAIIAN HOLDINGS, INC.,
a Delaware corporation (“Parent”), and HAWAIIAN
AIRLINES, INC., a Delaware corporation (“Borrower”), with
reference to the following:


 


WHEREAS,
Borrower, Parent and the Lender Group are parties to that certain Credit
Agreement, dated as of June 2, 2005, as amended by that certain Amendment
Number One and Waiver to Credit Agreement, dated as of August 22, 2005 (as
amended, restated, supplemented, or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS,
Borrower has requested that the Lender Group make certain amendments to the
Credit Agreement; and


 


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


 


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


 


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


 


2.                                       Amendment to Loan Documents.


 


(a)                                  Schedule 1.1 of the Credit Agreement is hereby
amended by amending and restating the following definition in its entirety:


 


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


 





















 


3.                                       Conditions Precedent to Amendment. 
The satisfaction of each of the following shall constitute conditions
precedent to the effectiveness of this Amendment and each and every provision
hereof:


 


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


 


(b)                                 [intentionally omitted]


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.                                       Effect on Loan Documents.


 


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


 


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


 


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


 


(d)                                 This Amendment is a Loan Document.


 


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


 


[signature page follows]


 


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


 


	
   

  	
  HAWAIIAN HOLDINGS, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  HAWAIIAN AIRLINES, INC., a Delaware

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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  D.B. ZWIRN SPECIAL OPPORTUNITIES

  
	
   

  	
  FUND, L.P., a Delaware
  limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  D.B. Zwirn Partners, LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Zwirn Holdings, LLC,

  
	
   

  	
   

  	
  its managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


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  BERNARD NATIONAL LOAN INVESTORS,

  LTD.,

  
	
   

  	
  a Cayman Islands company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard Capital Funding, LLC

  
	
   

  	
   

  	
  its Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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