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
15
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.
(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.
(E)
AS OF THE FIRST AMENDMENT EFFECTIVE DATE,
EACH LENDER IDENTIFIED ON THE SIGNATURE PAGES HEREOF SHALL BE A PARTY TO THE
CREDIT AGREEMENT AND, TO THE EXTENT OF ITS INTEREST AS SET FORTH ON EXHIBIT A,
SHALL HAVE THE RIGHTS AND OBLIGATIONS OF A LENDER THEREUNDER AND UNDER THE OTHER
LOAN DOCUMENTS.
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.
10.
AGREEMENT REGARDING WARRANTS.
THE PARTIES HERETO AGREE THAT FOR FEDERAL
AND STATE INCOME TAX PURPOSES, THE FAIR MARKET VALUE OF THE WARRANTS WILL BE
DETERMINED BY PARENT, IN CONSULTATION WITH AGENT BASED ON THE BLACK-SCHOLES
METHOD OR OTHER STANDARD VALUATION METHODOLOGY, WITHIN 10 BUSINESS DAYS
FOLLOWING THE FIRST AMENDMENT EFFECTIVE DATE, AND BORROWER WILL GIVE NOTICE TO
THE LENDERS OF THE VALUE SO DETERMINED, WHO HEREBY AGREE TO FILE ALL TAX RETURNS
CONSISTENTLY WITH SUCH DETERMINATION.
[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:
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