Exhibit 10.1


AMENDMENT NUMBER TWO TO CREDIT AGREEMENT


This AMENDMENT NUMBER TWO TO CREDIT
AGREEMENT (this “Amendment”) is entered into as of October
10, 2006 by the lenders identified on the signature pages hereof (the “Lenders”),
CANYON CAPITAL ADVISORS, LLC, a
Delaware limited liability company, in its capacity as agent for the Lenders
(in such capacity, “Agent”; and together with the Lenders, the “Lender
Group”), HAWAIIAN HOLDINGS, INC., a
Delaware corporation (“Parent”), and HAWAIIAN
AIRLINES, INC., a Delaware corporation (“Borrower”), with
reference to the following:


WHEREAS, Borrower, Parent, Agent and certain of the
Lenders are parties to that certain Credit Agreement, dated as of June 2, 2005
(as amended by that certain Amendment Number One, dated March 13, 2006, and as
further amended restated, supplemented, or otherwise modified from time to
time, the “Credit Agreement”);


WHEREAS, Borrower and certain Lenders have requested
that the Lender Group agree to amend the Credit Agreement to provide, in certain
circumstances, for the assignment of rights and obligations under the Loan
Documents in amounts less than $5,000,000; and


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


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.


2.     Amendment to Loan
Documents.


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


13.1        Assignments
and Participations.


(a) Any Lender may assign and delegate to one or more
assignees (each an “Assignee”) that are Eligible Transferees all, or any
ratable portion of all, of the Obligations and the other rights and obligations
of such Lender hereunder and under the other Loan Documents, in a minimum
amount of $5,000,000 (except that such minimum amount shall not apply to an
Affiliate of a Lender or to a Related Fund, or any Lender simultaneously
assigning and delegating all of its Obligations hereunder and under the other
Loan Documents to an Assignee or an Affiliated group of Assignees); provided,
however, that Borrower and Agent may continue to deal solely and
directly with such Lender in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses, and related information with respect to the Assignee,
have been given to Borrower 



 1
 








and Agent by such Lender and the Assignee, (ii) such
Lender and its Assignee have delivered to Borrower and Agent an Assignment and
Acceptance and Agent has notified the assigning Lender of its receipt thereof
in accordance with Section 13.1(b), and (iii) unless waived by Agent,
the assigning Lender or Assignee has paid to Agent for Agent’s separate account
a processing fee in the amount of $3,500. 
Anything contained herein to the contrary notwithstanding, the payment
of any fees shall not be required and the Assignee need not be an Eligible
Transferee if (x) such assignment is in connection with any merger,
consolidation, sale, transfer, or other disposition of all or any substantial
portion of the business or loan portfolio of the assigning Lender, or (y) the
assignee is an Affiliate (other than individual(s)) of a Lender or a Related
Fund.


3.     Effectiveness of
Amendment.  This Amendment shall
become effective upon the Agent’s receipt of duly executed copies of this
Amendment by the parties hereto (the date of such effectiveness being herein
called the “Second Amendment Effective Date”).


4.     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 this Amendment becomes effective.


5.     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.


6.     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.


7.     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.



 2
 








 


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


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


(d)           This
Amendment is a Loan Document.


8.     Fees. The Borrower shall pay in full
all fees, expenses and disbursements incurred by Agent in connection with this
Amendment, including, without limitation, the reasonable fees, expenses and
disbursements of Agent’s counsel.


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]



 3















 


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


	
  

  	
  HAWAIIAN HOLDINGS, INC., 

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 












 


	
  

  	
  HAWAIIAN AIRLINES, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 












 


	
  

  	
  CANYON CAPITAL ADVISORS LLC, 

  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 












 


	
  

  	
   

  	
  CANPARTNERS INVESTMENTS IV, LLC, 
as a Lender

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 












 


	
  

  	
   

  	
  BERNARD NATIONAL LOAN INVESTORS, LTD.,

  as a Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Bernard Capital Funding, LLC 

  	 

	
   

  	
   

  	
  its Investment Advisor

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	 

	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 




 












 


	
  

  	
   

  	
  QVT FUND LP, as a Lender 

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  its general partner, QVT Associates GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 












 


	
  

  	
   

  	
  DEUTSCHE BANK AG, LONDON BRANCH, 

  as a Lender 

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  its investment manager, QVT Financial LP 

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  its general partner, QVT Financial GP LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	 

	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 




 












 


	
  

  	
   

  	
  ORE HILL FUND L.P., as a
  Lender   

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Ore Hill Partners LLC 

  
	
   

  	
  Its:

  	
  Investment Advisor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 












 


	
  

  	
   

  	
  GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, as
  a Lender 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 












 


	
  

  	
   

  	
  GOLDENTREE CAPITAL OPPORTUNITIES, LP,

  as a Lender 

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 












 


	
  

  	
   

  	
  CONTEXT ADVANTAGE FUND, L.P., 

  as a Lender 

  (formerly known as CONTEXT CONVERTIBLE ARBITRAGE
  FUND, L.P.)

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
   

  	 

	
   

  	
  Name:

  	 

	
   

  	
  Title:

  	 

						



 












 


	
  

  	
   

  	
  CONTEXT OFFSHORE ADVANTAGE, LTD., 

  as a Lender 

  (formerly known as CONTEXT CONVERTIBLE ARBITRAGE
  OFFSHORE, LTD.)

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: