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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/07/05 Hawaiian Holdings Inc S-1 11/04/05 9:5.9M Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: S-1 Registration Statement for Face-Amount Certificate HTML 3.54M Companies 2: EX-3.1 (I) Articles of Incorporation; (Ii) Bylaws HTML 66K 3: EX-5.1 Opinion Regarding Legality HTML 25K 4: EX-10.24 Material Contracts HTML 67K 5: EX-10.33 Material Contracts HTML 82K 6: EX-10.34 Material Contracts HTML 44K 7: EX-10.44 Material Contracts HTML 131K 8: EX-21.1 Subsidiaries of the Registrant HTML 5K 9: EX-23.1 Consents of Experts and Counsel HTML 9K
Exhibit 10.33
AMENDMENT
NUMBER ONE AND WAIVER
TO CREDIT AGREEMENT
This AMENDMENT NUMBER ONE AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 19, 2005 by the lenders identified on the signature pages hereof (the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation (“Agent”; and together with the Lenders, the “Lender Group”), as the arranger and administrative agent for the Lenders, HAWAIIAN HOLDINGS, INC., a Delaware corporation (“Parent”), and HAWAIIAN AIRLINES, INC., a Delaware corporation (“Borrower”), with reference to the following:
WHEREAS, Borrower, Parent and the Lender Group are parties to that certain Credit Agreement, dated as of June 2, 2005 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, Borrower, Parent and Agent are parties to that certain Post Closing Matters Agreement, dated as of June 2, 2005 (as amended, restated, supplemented, or otherwise modified from time to time, the “Post Closing Agreement”);
WHEREAS, Borrower has requested that the Lender Group make certain amendments to the Credit Agreement and grant waivers of certain Events of Default that have occurred under the Credit Agreement; and
WHEREAS, subject to the terms and conditions set forth herein, the Lender Group is willing to make the amendments and grant the waivers requested by Borrower.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
As to each and every claim released hereunder, Borrower also waives the benefit of each other similar provision of applicable federal or state law, if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.
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[signature page follows]
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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.
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HAWAIIAN HOLDINGS, INC., a Delaware |
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corporation |
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By: |
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Name: |
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Title: |
A-1
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HAWAIIAN AIRLINES, INC., a Delaware |
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By: |
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Name: |
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Title: |
A-2
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WELLS FARGO FOOTHILL, INC., |
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By: |
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Name: |
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Title: |
A-3
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D.B. ZWIRN SPECIAL OPPORTUNITIES |
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By: |
D.B. Zwirn Partners, LLC, |
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its general partner |
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By: |
Zwirn Holdings, LLC, |
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its managing member |
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By: |
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Name: |
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Title: |
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A-4
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BERNARD NATIONAL LOAN INVESTORS, |
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LTD., |
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a Cayman Islands company |
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By: |
Bernard Capital Funding, LLC |
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its Investment Advisor |
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A-5
Exhibit A
Schedule 5.2
Provide Agent with each of the documents set forth below at the following times in form satisfactory to the Required Lenders:
Daily |
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(a) after the occurrence and during the continuation of an
Event of Default, a detailed report by type and location of all of the Spare
Parts not designated as Eligible Spare Parts which (i) have been moved
from any location identified on Schedule 4.3 to a new location,
or (ii) located at the premises of or otherwise put into the possession
or control of any bailee, warehouseman, FAA repair station, servicer,
mechanic, vendor, supplier, or other Person. |
Weekly |
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(b) a detailed report regarding Parent, Borrower, and
Borrower’s Subsidiaries’ cash and Cash Equivalents including weekly cash collections
and an indication of which amounts constitute Qualified Cash. |
Monthly (not later than the 25th day of each month) |
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(c) a collection and sales journal and credit register since
the last such schedule, and a report regarding credit memoranda that have
been issued since the last such report, |
Quarterly |
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(j) a summary description of all Slots, Gates, and Routes used,
held by, contracted or licensed to, Parent, Borrower, and Borrower’s
Subsidiaries, |
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(l) a summary description by type and location of all of
the Equipment owned by Parent, Borrower, and Borrower’s Subsidiaries and
located in and outside the United States, together with a reconciliation to
the general ledger, |
Within 3 Business Days after a request by Agent |
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(m) a detailed list of Parent’s and its Subsidiaries’ Account
Debtors, |
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Exhibit B
SCHEDULE A
R-1
R-2
R-3
Exhibit 1
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Short Desc. |
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Acq Date |
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Serial ID |
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Approximate |
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R-1
This ‘S-1’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/31/06 | ||||
Filed as of: | 11/7/05 | |||
Filed on: | 11/4/05 | |||
9/12/05 | ||||
9/2/05 | ||||
8/31/05 | ||||
8/27/05 | ||||
8/24/05 | ||||
8/22/05 | ||||
8/19/05 | 4, 8-K, S-8 | |||
6/2/05 | 4, 8-K | |||
8/30/01 | ||||
3/23/01 | ||||
1/31/96 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Hawaiian Holdings Inc. 10-K 12/31/23 128:21M 8/03/23 Hawaiian Holdings Inc. S-3 4:252K Donnelley … Solutions/FA 5/08/23 Hawaiian Holdings Inc. POS AM 5/05/23 2:192K Donnelley … Solutions/FA 5/05/23 Hawaiian Holdings Inc. POS AM 2:165K Donnelley … Solutions/FA 2/15/23 Hawaiian Holdings Inc. POS AM 3:186K Donnelley … Solutions/FA 2/15/23 Hawaiian Holdings Inc. POS AM 3:223K Donnelley … Solutions/FA 2/15/23 Hawaiian Holdings Inc. POSASR 2/15/23 3:185K Donnelley … Solutions/FA 2/15/23 Hawaiian Holdings Inc. POSASR 2/15/23 4:238K Donnelley … Solutions/FA 2/15/23 Hawaiian Holdings Inc. 10-K 12/31/22 127:25M 11/18/22 Hawaiian Holdings Inc. S-3ASR 11/18/22 6:649K Donnelley … Solutions/FA 2/10/22 Hawaiian Holdings Inc. 10-K 12/31/21 120:21M 2/12/21 Hawaiian Holdings Inc. 10-K 12/31/20 118:22M 8/07/20 Hawaiian Holdings Inc. S-3ASR 8/10/20 6:937K Donnelley … Solutions/FA |