Exhibit 10.50


 


Execution Version


 


AMENDMENT NUMBER ONE TO

AIRCRAFT LEASE AGREEMENT


 


Dated as of November 10,
2008


 


AMONG


 


C.I.T. LEASING CORPORATION

as Lessor


 


AND


 


HAWAIIAN AIRLINES, INC.

as Lessee


 


Concerning:


 


One (1) Airbus A330-200 Aircraft

Two (2) Rolls-Royce Trent 772B Engines


 

















 


AMENDMENT NUMBER ONE TO AIRCRAFT
LEASE AGREEMENT


 


This
AMENDMENT NUMBER ONE TO AIRCRAFT LEASE AGREEMENT (this “Amendment”) is
dated as of November 10, 2008 and is entered into between C.I.T. LEASING
CORPORATION, a company organized
and existing under the applicable laws of the State of Delaware (“Lessor”) and HAWAIIAN AIRLINES,
INC., a company organized and
existing under the applicable laws of Delaware (“Lessee”).


 


RECITALS


 


WHEREAS,
Lessor and Lessee have previously entered into that certain Aircraft Lease
Agreement dated as of October 31, 2008 (as amended and supplemented to
date, the “Lease”);


 


WHEREAS,
pursuant to the Lease, Lessee has agreed to lease from Lessor one (1) Airbus
model A330-200aircraft, equipped
with two (2) Rolls-Royce Trent 772B engines (as more fully described and defined in the Lease, the “Aircraft”);


 


WHEREAS, Lessor and Lessee entered into a Side
Letter Agreement dated October 31, 2008 (the “Side Letter”), in
which Lessee was given the option to accelerate the Scheduled Delivery Date
from November 2010 to April 2010, and Lessee has elected to exercise
that option in accordance with the Side Letter; and


 


WHEREAS,
Lessee and Lessor desire to amend the provisions of the Lease as set forth
herein.


 


NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Lessor and Lessee hereby agree as follows:


 


AGREEMENT


 


1.             Definitions.  Capitalized terms not otherwise defined herein shall have the meanings given
to them in the Lease.


 


2.             Appendix 2A to Lease, Section 1.
 Section 1 of Appendix 2A to the
Lease is amended by deleting “November” and replacing it with “April”.


 


3.             Effectiveness of this
Amendment.  The modifications
and amendments to the terms of the Lease contained in and made by this
Amendment shall be effective as of the date hereof.


 


4.             No Other Modification.  Except as specifically provided herein,
all of the terms and conditions of the Lease, including but not limited to all
of Lessee’s obligations and liabilities set forth therein, remain unmodified
and are in full force and effect and the parties hereto hereby ratify the
same.  On and after the date hereof, each
reference in the Lease to “this Lease”, “hereunder”, “hereof”, or words of like
import referring to the Lease shall mean and be a reference to the Lease as
amended by this Amendment.


 

















 


5.             Miscellaneous.


 


(a)       Governing Law.  THIS
AMENDMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, NEW YORK, U.S.A. APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT REGARD
FOR CONFLICT OF LAW PRINCIPLES (OTHER THAN THE PROVISIONS OF SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


(b)       Successors and Assigns. 
Subject to the provisions of Article 25 of the Lease, the terms and
provisions of this Amendment and each other Operative Document shall be binding
upon and inure to the benefit of Lessor and Lessee and their respective
successors and permitted assigns.


 


(c)       Counterparts.  This Amendment may be executed in
counterparts, each of which will constitute one and the same document.


 


(d)       Transaction Costs.  Each party hereto agrees to pay its own costs
and expenses incurred in connection with the preparation, execution and
delivery of this Amendment and any other documents delivered in connection
herewith, including without limitation, the fees, expenses and disbursements of
counsel.


 


(e)       Time is of the Essence.  Time and strict and punctual performance are
of the essence with respect to each provision of this Amendment.


 


(f)        Entire Agreement.  This Amendment
constitutes the entire agreement of Lessor and Lessee concerning the revisions
to the Scheduled Delivery Date and supersedes and cancels any and all previous
negotiations, arrangements, agreements, understandings or letters of interest
or intent with respect thereto.


 


(g)       Further Assurances.  Each of Lessor and Lessee hereby confirms for
the benefit of the other party that it will promptly and duly execute and
deliver any such further documents and assurances and take such further actions
as the other party hereto may from time to time reasonably request in order to
more effectively carry out the intent and purpose of this Amendment.


 


[SIGNATURE PAGE FOLLOWS]


 

















 


IN
WITNESS WHEREOF, Lessor and Lessee have caused their duly authorized
representatives to execute and deliver this Amendment Number One to Aircraft
Lease Agreement as of the date first above written.


 


 


	
  HAWAIIAN
  AIRLINES, INC.

  	
   

  	
  C.I.T.
  LEASING CORPORATION

  
	
  Lessee

  	
   

  	
  Lessor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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(Signature Page)