NEITHER THIS NOTE NOR THE COMMON STOCK INTO WHICH IT MAY BE CONVERTED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, AND NEITHER MAY BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED...Note Purchase Agreement • June 21st, 2005 • Hershfield Lawrence • Air transportation, scheduled • Delaware
NOTE PURCHASE AGREEMENT BY AND BETWEEN HAWAIIAN HOLDINGS, INC.Note Purchase Agreement • June 21st, 2005 • Hershfield Lawrence • Air transportation, scheduled • Delaware
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RC AVIATION LLC a Delaware limited liability companyLimited Liability Company Agreement • December 12th, 2005 • Hershfield Lawrence • Air transportation, scheduled • Delaware
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of RC Aviation LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 1, 2005 (the “Effective Date”) by and among those Persons whose names are listed on Exhibits A-1, A-2, A-3 and A-4, attached hereto, and such other Persons who shall subsequently execute this Agreement or otherwise agree or have agreed in writing to be bound hereby as members of the Company (collectively, the “Members” and each individually as a “Member”), with reference to the following facts:
WATERSHED CAPITAL PARTNERS, L.P. WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P. WATERSHED CAPITAL PARTNERS (OFFSHORE), LTD. c/o WATERSHED ASSET MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1525 SAN FRANCISCO, CA 94111Series a Distributions Agreement • December 12th, 2005 • Hershfield Lawrence • Air transportation, scheduled
Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of RC Aviation LLC (“RCA”), dated as of June 1, 2005 (the “LLC Agreement”), by and among those Persons whose names are listed on Exhibits A-1, A-2, A-3 and A-4 attached thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the LLC Agreement.
