ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of May 29, 2013 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Escrow Agent CITIGROUP GLOBAL MARKETS INC., GOLDMAN, SACHS & CO. and MORGAN STANLEY & CO. LLC, for themselves and on behalf...Escrow and Paying Agent Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of May 29, 2013, (as amended, modified or supplemented from time to time, this “Agreement”) among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CITIGROUP GLOBAL MARKETS INC., GOLDMAN, SACHS & CO. and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Ag
REVOLVING CREDIT AGREEMENT (2013-1A) dated as of May 29, 2013 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as Agent and Trustee for the Hawaiian Airlines Pass Through Trust 2013-1A, as Borrower and NATIXIS S.A., ACTING VIA...Revolving Credit Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
THIS REVOLVING CREDIT AGREEMENT (2013-1A) dated as of May 29, 2013 (the “Agreement”), between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the “Borrower”), and NATIXIS S.A. (“Natixis”), a société anonyme under French law, acting via its New York Branch (the “Liquidity Provider”).
TRUST SUPPLEMENT No. 2013-1B-O Dated as of May 29, 2013 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and HAWAIIAN AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2013 Hawaiian Airlines Pass Through Trust 2013-1B-O...Trust Supplement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • Delaware
PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2013 between HAWAIIAN AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteePass Through Trust Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
This PASS THROUGH TRUST AGREEMENT, dated as of May 29, 2013 (this “Basic Agreement”), between HAWAIIAN AIRLINES, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee, is made with respect to the formation from time to time of separate Hawaiian Airlines Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts.
TRUST INDENTURE AND MORTGAGE [____] Dated as of [____, ____] between HAWAIIAN AIRLINES, INC., Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee, MortgageeTrust Indenture and Mortgage • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE [____], dated as of [____, ____] (this “Trust Indenture”), between HAWAIIAN AIRLINES, INC., a Delaware corporation (“Owner”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).
TRUST SUPPLEMENT No. 2013-1B-S Dated as of May 29, 2013 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and HAWAIIAN AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2013 Hawaiian Airlines Pass Through Trust 2013-1B-S Pass...Trust Supplement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
PARTICIPATION AGREEMENT [___] Dated as of [_____________, ____] Among HAWAIIAN AIRLINES, INC., Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in its individual capacity except as expressly provided herein, but solely as Mortgagee,...Participation Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled
PARTICIPATION AGREEMENT [____], dated as of [____________, ____] (this “Agreement”), among (a) HAWAIIAN AIRLINES, INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTNA”), (c) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Applicable Pass Through Trust Agreements (each, an “Applicable Pass Through Trustee”) and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
REVOLVING CREDIT AGREEMENT (2013-1B) dated as of May 29, 2013 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as Agent and Trustee for the Hawaiian Airlines Pass Through Trust 2013-1B, as Borrower and NATIXIS S.A., ACTING VIA...Revolving Credit Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
THIS REVOLVING CREDIT AGREEMENT (2013-1B) dated as of May 29, 2013 (the “Agreement”), between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class B Trust (as defined below) (the “Borrower”), and NATIXIS S.A. (“Natixis”), a société anonyme under French law, acting via its New York Branch (the “Liquidity Provider”).
TRUST SUPPLEMENT No. 2013-1A-S Dated as of May 29, 2013 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and HAWAIIAN AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2013 Hawaiian Airlines Pass Through Trust 2013-1A-S Pass...Trust Supplement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class A) Dated as of May 29, 2013 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH as DepositaryDeposit Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class A) dated as of May 29, 2013 (as amended, modified or supplemented from time to time, this “Agreement”) between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and NATIXIS S.A. (“Natixis”), a French société anonyme, acting via its New York Branch, as depositary bank (the “Depositary”).
INTERCREDITOR AGREEMENT Dated as of May 29, 2013 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee under the Hawaiian Airlines Pass Through Trust 2013-1A and Hawaiian Airlines Pass Through Trust 2013-1B...Intercreditor Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 29, 2013, among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); NATIXIS S.A., a société anonyme organized under the laws of France, ACTING VIA ITS NEW YORK BRANCH, as Class A Liquidity Provider and Class B Liquidity Provider; and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).
GUARANTEE dated as of May 29, 2013 from HAWAIIAN HOLDINGS, INC. Six (6) Airbus A330-243 AircraftGuarantee • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
GUARANTEE, dated as of May 29, 2013 (as amended, modified or supplemented from time to time, this “Guarantee”), from HAWAIIAN HOLDINGS, INC., a Delaware corporation (together with its permitted successors and assigns, the “Guarantor”), to the parties listed in Schedule I hereto (collectively, together with their successors and permitted assigns, the “Parties”, and, individually, a “Party”).
NOTE PURCHASE AGREEMENT Dated as of May 29, 2013 Among HAWAIIAN AIRLINES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination...Note Purchase Agreement • May 31st, 2013 • Hawaiian Holdings Inc • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of May 29, 2013, among (i) HAWAIIAN AIRLINES, INC., a Delaware corporation (the “Company”), (ii)WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defin
