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EXHIBIT 99.1
AMENDMENT NO. 3, dated as of May 21, 1998 (the "Amendment"), to the
Rights Agreement, dated as of December 23, 1994, as amended (the "Agreement"),
between Hawaiian Airlines, Inc., a Hawaiian corporation (the "Company"), and
Chemical Trust Company of California, which has been succeeded by ChaseMellon
Shareholder Services, L.L.C., a New Jersey limited liability company, as rights
agent (the "Rights Agent"). Unless the context indicates to the contrary,
capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Agreement.
Pursuant to Section 27 of the Agreement, the Board of Directors of the
Company may, from time to time, supplement or amend any provision of the
Agreement in accordance with the provisions of such Section.
This Amendment became effective on May 21, 1998, immediately upon its
approval by the Board of Directors of the Company by resolution adopted at a
meeting held on that date.
Accordingly, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:
Amendment to Section 1(hh). Section 1(hh) of the Agreement is amended
by adding the following subsection (v):
"or (v) any Person that the Board of Directors of the Company has
determined is not a 10% Shareholder, if such determination is prior to
the tenth Business Day following the relevant 10% Ownership Date;
provided that, following such determination by the Board of Directors
of the Company, such Person shall be deemed to be a 10% Shareholder
upon a public announcement, by the Company or otherwise, including,
without limitation, a report filed pursuant to Section 13(d) of the
Exchange Act, that such Person has acquired any additional Voting
Shares of the Company, if at such time such Person, together with all
Affiliates and Associates of such Person, shall Beneficially Own 10% or
more of the
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Voting Shares of the Company then outstanding";
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date above first written.
HAWAIIAN AIRLINES, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxx X. Xxxx
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Name: Xxx X. Xxxx
Title: Assistant Vice President
