HAWAIIAN HOLDINGS INC (Form: 10-Q, Received: 07/26/2012 06:04:38)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-31443

HAWAIIAN HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		71-0879698
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

3375 Koapaka Street, Suite G-350
Honolulu, HI		96819
(Address of Principal Executive Offices)		(Zip Code)

(808) 835-3700

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the past 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

As of July 16, 2012, 51,315,558 shares of the registrant’s common stock were outstanding.

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Hawaiian Holdings, Inc.

Form 10-Q

Quarterly Period ended June 30, 2012

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Part I.	Financial Information	3

Item 1.	Consolidated Financial Statements of Hawaiian Holdings, Inc. (Unaudited)	3

	Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011	3

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011	4

	Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	5

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21

Item 4.	Controls and Procedures	24

Part II.	Other Information	25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

	Signatures	26

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Hawaiian Holdings, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
	(unaudited)
Operating Revenue:
Passenger	$	438,137		$	353,397		$	829,063		$	678,679
Other	46,414			41,618			90,982			81,946
Total	484,551			395,015			920,045			760,625

Operating Expenses:
Aircraft fuel, including taxes and oil	150,465			135,471			290,783			244,834
Wages and benefits	96,699			79,713			186,823			157,285
Aircraft rent	24,864			31,154			48,086			65,229
Maintenance materials and repairs	49,409			42,724			93,121			86,138
Aircraft and passenger servicing	24,654			19,620			46,000			38,043
Commissions and other selling	28,611			23,292			58,027			49,525
Depreciation and amortization	21,553			15,604			40,704			30,307
Other rentals and landing fees	21,218			17,341			40,966			33,665
Other	37,750			30,263			73,307			60,711
Lease termination charges	—			70,014			—			70,014
Total	455,223			465,196			877,817			835,751

Operating Income (Loss)	29,328			(70,181		)	42,228			(75,126		)

Nonoperating Income (Expense):
Interest expense and amortization of debt discounts and issuance costs	(10,722		)	(4,889		)	(19,770		)	(8,083		)
Interest income	167			338			381			695
Capitalized interest	2,176			1,944			4,749			3,160
Losses on fuel derivatives	(14,823		)	(10,453		)	(9,003		)	(2,074		)
Other, net	183			668			(417		)	341
Total	(23,019		)	(12,392		)	(24,060		)	(5,961		)

Income (Loss) Before Income Taxes	6,309			(82,573		)	18,168			(81,087		)

Income tax (benefit) expense	2,405			(32,531		)	7,006			(31,900		)

Net Income (Loss)	$	3,904		$	(50,042	)	$	11,162		$	(49,187	)

Net Income (Loss) Per Common Stock Share:
Basic	$	0.08		$	(0.99	)	$	0.22		$	(0.97	)
Diluted	$	0.07		$	(0.99	)	$	0.21		$	(0.97	)

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Statement of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended, June 30,					Six Months Ended, June 30,
	2012		2011			2012		2011
	(unaudited)
Net Income (Loss)	$	3,904	$	(50,042	)	$	11,162	$	(49,187	)

Other comprehensive income, net:
Net change related to employee benefit plans	1,189		90			2,257		179
	1,189		90			2,257		179
Total comprehensive income (loss), net	$	5,093	$	(49,952	)	$	13,419	$	(49,008	)

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Consolidated Balance Sheets

(in thousands)

	June 30,			December 31,
	2012			2011
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	446,557		$	304,115
Restricted cash	5,000			30,930
Total cash, cash equivalents and restricted cash	451,557			335,045
Accounts receivable, net of allowance for doubtful accounts of $274 as of June 30, 2012 and $630 as of December 31, 2011	96,709			94,164
Spare parts and supplies, net	21,293			23,595
Deferred tax assets	15,336			15,336
Prepaid expenses and other	36,811			31,391
Total	621,706			499,531

Property and equipment , less accumulated depreciation and amortization of $213,472 as of June 30, 2012 and $181,599 as of December 31, 2011	987,027			729,127

Other Assets:
Long-term prepayments and other	56,601			47,321
Deferred tax assets	53,102			59,519
Intangible assets, net of accumulated amortization of $165,090 as of June 30, 2012 and $154,302 as of December 31, 2011	34,580			45,368
Goodwill	106,663			106,663
Total Assets	$	1,859,679		$	1,487,529

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	84,937		$	80,636
Air traffic liability	420,336			303,382
Other accrued liabilities	71,226			67,267
Current maturities of long-term debt and capital lease obligations	55,576			37,535
Total	632,075			488,820

Long-Term Debt, less discount, and Capital Lease Obligations	631,268			424,436

Other Liabilities and Deferred Credits:
Accumulated pension and other postretirement benefit obligations	327,260			320,742
Other liabilities and deferred credits	30,841			30,655
Total	358,101			351,397

Commitments and Contingent Liabilities

Shareholders’ Equity:
Special preferred stock, $0.01 par value per share, three shares issued and outstanding at June 30, 2012 and December 31, 2011	—			—
Common stock, $0.01 par value per share, 51,315,558 shares issued and outstanding as of June 30, 2012; 50,729,573 shares issued and outstanding as of December 31, 2011	513			507
Capital in excess of par value	262,592			260,658
Accumulated income	75,213			64,051
Accumulated other comprehensive loss, net	(100,083		)	(102,340		)
Total	238,235			222,876
Total Liabilities and Shareholders’ Equity	$	1,859,679		$	1,487,529

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended
	June 30,
	2012			2011
	(unaudited)
Net cash provided by Operating Activities	$	209,744		$	93,272

Cash flows from Investing Activities:
Additions to property and equipment, including pre-delivery payments, net	(177,150		)	(147,280		)
Net cash used in investing activities	(177,150		)	(147,280		)

Cash flows from Financing Activities:
Proceeds from exercise of stock options	982			162
Purchase of call options and sale of common stock warrants, net	—			(7,556		)
Issuance of convertible notes	—			86,250
Long-term borrowings	133,000			65,000
Repayments of long-term debt and capital lease obligations	(21,731		)	(64,346		)
Debt issuance costs	(2,403		)	(7,042		)
Net cash provided by financing activities	109,848			72,468

Net increase in cash and cash equivalents	142,442			18,460

Cash and cash equivalents - Beginning of Period	304,115			285,037

Cash and cash equivalents - End of Period	$	446,557		$	303,497

See accompanying Notes to Consolidated Financial Statements.

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Hawaiian Holdings, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Business and Basis of Presentation

Hawaiian Holdings, Inc. (the Company or Holdings) is a holding company incorporated in the State of Delaware. The Company’s primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. (Hawaiian). The accompanying unaudited financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (SEC). Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying financial statements contain all adjustments, including normal recurring adjustments, necessary for the fair presentation of the Company’s results of operations and financial position for the periods presented. Due to seasonal fluctuations, among other factors, common to the airline industry, the results of operations for the periods presented are not necessarily indicative of the results of operations to be expected for the entire year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and the notes of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Recently Adopted Accounting Pronouncements

In June 2011, the Financial Accounting Standards Bureau (FASB) issued Accounting Standards Update 2011-05, Comprehensive Income — Presentation of Comprehensive Income (ASU 2011-05). This update changes the requirements for the presentation of other comprehensive income, eliminating the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, amongst other things. ASU 2011-05 requires that all nonowner changes in stockholders’ equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements. These amendments are effective for fiscal years and interim period beginning after December 15, 2011 and should be applied retrospectively. The Company adopted this guidance for the quarter ended March 31, 2012 and the two-statement approach is presented within this report.

In May 2011, the FASB issued Accounting Standards Update 2011-04, Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 amended Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820), to converge the fair value measurement guidance in GAAP and the International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, 2011. The Company adopted ASU 2011-04 for the quarter ended March 31, 2012.

2. Earnings (Loss) Per Share

Basic earnings (loss) per share, which excludes dilution, is computed by dividing net income or loss available to common shareholders by the weighted average number of common shares outstanding for the period.

Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

	Three Months ended June 30,					Six Months ended June 30,
	2012		2011			2012		2011
	(in thousands, except for per share data)
Denominator:

Weighted average common stock shares outstanding - Basic	51,283		50,700			51,145		50,609
Assumed exercise of equity awards	1,174		—			1,235		—
Weighted average common stock shares outstanding - Diluted	52,457		50,700			52,380		50,609

Net income (loss) per common share:

Basic	$	0.08	$	(0.99	)	$	0.22	$	(0.97	)
Diluted	$	0.07	$	(0.99	)	$	0.21	$	(0.97	)

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The table below summarizes those common stock equivalents excluded from the computation of diluted earnings per share because the awards were antidilutive.

	Three Months ended June 30,		Six Months ended June 30,
	2012	2011	2012	2011
	(in thousands)

Stock options	93	128	93	97
Restricted stock	609	392	692	280
Convertible notes (1)	10,943	10,943	10,943	5,958
Warrants (1)	10,943	10,943	10,943	5,958

(1) In March 2011, the Company entered into a Convertible Note transaction which included the sale of convertible notes, purchase of convertible note hedges and the sale of warrants. These weighted common stock equivalents were excluded because their conversion price of $7.88 per share for the convertible notes and $10.00 for the warrants exceeded the average market price of our common stock during these periods, and the effect of their inclusion would be antidilutive. These securities could be dilutive in future periods. The convertible note hedges will always be antidilutive and, therefore, will have no effect on diluted earnings per share.

3. Fair Value Measurements

ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1	— Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2	— Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities; and

Level 3	— Unobservable inputs for which there is little or no market data and that are significant to the fair value of the assets or liabilities.

The tables below present the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011:

	Fair Value Measurements as of June 30, 2012
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents
Money market securities	$	351,510	$	351,510	$	—	$	—
Fuel derivative contracts:
Crude oil caps/call options	7,429		—		7,429		—
Total assets measured at fair value	$	358,939	$	351,510	$	7,429	$	—

Fuel derivative contracts:
Crude oil collars	$	438	$	—	$	438	$	—
Heating oil collars	598		—		598		—
Total liabilities measured at fair value	$	1,036	$	—	$	1,036	$	—

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	Fair Value Measurements as of December 31, 2011
	Total		Level 1		Level 2		Level 3
	(in thousands)
Cash equivalents
Money market securities	$	208,594	$	208,594	$	—	$	—
Fuel derivative contracts:
Crude oil caps/call options	1,511		—		1,511		—
Crude oil collars	231		—		231		—
Heating oil caps/call options	170		—		170		—
Heating oil collars	628		—		628		—
Total assets measured at fair value	$	211,134	$	208,594	$	2,540	$	—

Fuel derivative contracts:
Crude oil collars	$	90	$	—	$	90	$	—
Heating oil collars	427		—		427		—
Total liabilities measured at fair value	$	517	$	—	$	517	$	—

Cash equivalents. The Company’s cash equivalents consist of money market securities and are classified as Level 1 investments and are valued using inputs observable in markets for identical securities.

Fuel derivative contracts. The Company’s fuel derivative contracts consist of heating oil, West Texas Intermediate (WTI) crude oil and Brent crude oil call options and collars (a combination of purchased call options and sold put options) which are not traded on a public exchange. The fair value of these instruments is determined based on inputs available or derived from public markets including contractual terms, market prices, yield curve and measures of volatility among others.

The fair value of the Company’s debt (excluding obligations under capital leases) with a carrying value of $576.4 million and $461.5 million at June 30, 2012 and December 31, 2011, respectively, was approximately $565.0 million ($77.9 million as Level 2 and $487.1 million as Level 3 in the fair value hierarchy) and $445.2 million ($66.4 million as Level 2 and $378.8 million as Level 3 in the fair value hierarchy). The Company’s fair value estimates were based on either market prices or the discounted amount of future cash flows using its current incremental rate of borrowing for similar liabilities.

The carrying amounts of cash and cash equivalents, restricted cash, other receivables and accounts payable approximate their fair value due to their short-term nature.

4. Fuel Risk Management

The Company’s operations are inherently dependent upon the price and availability of aircraft fuel. To manage economic risks associated with fluctuations in aircraft fuel prices, the Company periodically enters into derivative financial instruments such as heating oil and WTI crude oil and Brent crude oil call options and collars. During the three and six months ended June 30, 2012, the Company primarily used heating oil and crude oil call options and collars to hedge its aircraft fuel expense. As of June 30, 2012, the Company had outstanding fuel derivative contracts covering 118.9 million gallons of jet fuel that will be settled over the next 18 months. These derivative instruments were not designated as hedges under ASC Topic 815, Derivatives and Hedging (ASC 815), for hedge accounting treatment. As a result, any changes in fair value of these derivative instruments are adjusted through other nonoperating income (expense) in the period of change.

The following table shows the amount and location of realized and unrealized gains and losses that were recognized during the three and six months ended June 30, 2012 and 2011, and where those gains and losses were recorded in the unaudited Consolidated Statements of Operations.

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	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
	(in thousands)
Gains (losses) on fuel derivative recorded in nonoperating income (expense):
Mark-to-fair value gains (losses) on undesignated fuel hedges:
Realized gain (losses):
Gains (losses) realized at settlement	$	(1,874	)	$	3,057		(2,729		)	$	4,616
Reversal of prior period unrealized amounts	(1,235		)	(5,490		)	2,250			(2,701		)
Unrealized losses on contracts that will settle in future periods	(11,714		)	(8,020		)	(8,524		)	(3,989		)
Losses on fuel derivatives recorded as Nonoperating income (expense)	$	(14,823	)	$	(10,453	)	$	(9,003	)	$	(2,074	)

ASC 815 requires a reporting entity to elect a policy of whether to offset rights to reclaim cash collateral or obligations to return cash collateral against derivative assets and liabilities executed with the same counterparty, or present such amounts on a gross basis. Based on the fair value of our fuel derivative contracts, our counterparties may require us to post collateral when the price of the underlying commodity decreases. The Company’s accounting policy is to present its derivative assets and liabilities on a net basis including the collateral posted with the counterparty. The Company had no collateral posted with counterparties as of June 30, 2012 and December 31, 2011.

The following table presents the fair value of the asset and liability derivatives that are not designated as hedging instruments under ASC 815 as well as the location of the asset and liability balances within the unaudited Consolidated Balance Sheets.

Fair Value of Derivatives

Derivatives not designated as hedging

Balance Sheet

Assets as of

Liabilities as of

instruments under ASC 815

Location

June 30, 2012

December 31, 2011

June 30, 2012

December 31, 2011

(in thousands)

Fuel derivative contracts

Prepaid expenses and other

7,429

2,540

1,036

517

5. Debt

In 2012, the Company borrowed $133.0 million through two separate secured loan agreements to finance a portion of the purchase price of two Airbus A330-200 aircraft that Hawaiian took delivery of in the first and second quarters of 2012. These loan agreements have fixed interest rates ranging from 5.43% to 5.45%, with principal and interest payments due quarterly, and maturity dates in 2022 and 2024. One of the facility agreements has a balloon payment of approximately $25 million due at maturity in 2022.

As of June 30, 2012, the scheduled maturities of long-term debt over the next five years were as follows (in thousands):

Remaining months in 2012	$	23,657
2013	100,477
2014	37,515
2015	39,435
2016	125,911
Thereafter	264,803

6. Leases

The Company leases aircraft, engines and other assets under long-term lease arrangements. Other leased assets include real property, airport and terminal facilities, maintenance facilities, training centers and general offices. Certain leases include escalation clauses and renewal options. When lease renewals are considered to be reasonably assured, the rental payments that will be due during the renewal periods are included in the determination of rent expense over the life of the lease.

In the second quarter of 2012, the Company entered into an operating lease for an Airbus A330-200. The Company classified this as an operating lease with a term of twelve years with an option to extend an additional two years.

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Also, in the second quarter of 2012, the Company took delivery of an additional Airbus A330-200 aircraft under a capital lease with a lease term of twelve years. During the first quarter of 2012, the Company took delivery of two Boeing 717-200 aircraft under capital leases with lease terms of eight years.

As of June 30, 2012, the scheduled future minimum rental payments under capital leases and operating leases with noncancelable basic terms of more than one year were as follows:

	Capital Leases				Operating Leases
	Aircraft		Other		Aircraft		Other
	(in thousands)

Remaining months in 2012	$	6,756	$	51	$	45,022	$	1,999
2013	13,803		102		85,424		4,694
2014	13,803		102		80,051		5,151
2015	13,803		102		79,445		5,159
2016	13,803		102		62,735		5,124
Thereafter	87,150		24		256,758		27,973
	149,118		483		$	609,435	$	50,100
Less amounts representing interest	39,101		83
Present value of minimum capital lease payments	$	110,017	$	400

7. Employee Benefit Plans

The components of net periodic benefit cost for the Company’s defined benefit and other postretirement plans for the three and six months ended June 30, 2012 and 2011, included the following:

Components of Net Periodic	Three months ended June 30,						Six months ended June 30,
Benefit Cost	2012			2011			2012			2011
	(in thousands)

Service cost	$	3,326		$	2,360		$	6,650		$	4,720
Interest cost	6,857			6,517			13,712			13,034
Expected return on plan assets	(4,013		)	(4,687		)	(8,026		)	(9,375		)
Recognized net actuarial loss	1,738			90			3,475			180
Net periodic benefit cost	$	7,908		$	4,280		$	15,811		$	8,559

The Company made contributions of $2.6 million and $5.0 million to its defined benefit and other postretirement plans during the three and six months ended June 30, 2012, respectively, and expects to make additional minimum required contributions of $5.2 million during the remainder of 2012.

8. Commitments and Contingent Liabilities

Commitments

As of June 30, 2012, the Company had capital commitments consisting of firm aircraft orders for thirteen wide-body Airbus A330-200 aircraft, six Airbus A350XWB-800 aircraft and five Rolls Royce spare engines scheduled for delivery through 2020. The Company has purchase rights for an additional three A330-200 aircraft and six A350XWB-800 aircraft and can utilize these rights subject to production availability. The Company has operating commitments with a third-party to provide aircraft maintenance services which include fixed payments as well as variable payments based on flight hours for our Airbus fleet through 2027. The Company also has operating commitments with third-party service providers for reservations, IT, and accounting services through 2017.

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Committed capital and operating expenditures include escalation and variable amounts based on estimated forecasts. The gross committed expenditures for upcoming aircraft deliveries and committed financings for those deliveries for the remaining months in 2012 and the next four years and thereafter are detailed below as of the date of filing:

								Less: Committed
						Total Commited		Financing for Upcoming		Net Committed
	Capital			Operating		Expenditures		Aircraft Deliveries*		Expenditures
	(in thousands)
Remaining months in 2012	$	62,096		$	16,386	$	78,482	$	—	$	78,482
2013	460,449		*	36,462		496,911		180,000		316,911
2014	431,078			28,447		459,525		—		459,525
2015	242,943			28,582		271,525		—		271,525
2016	80,451			29,325		109,776		—		109,776
Thereafter	722,413			257,698		980,111		—		980,111

* See below for a detailed discussion of the committed lease financings Hawaiian has received for its upcoming capital commitments for aircraft deliveries.

Purchase Aircraft Lease Financing Agreement

Hawaiian has a commitment to assign its purchase of two Airbus A330-200 aircraft at delivery and simultaneously enter into lease agreements for the respective aircraft with scheduled delivery dates during the first half of 2013 with total committed lease financing of $180 million. Both the gross capital commitment for the cost of the aircraft and the committed financing are shown in the table above. The lease agreements have initial lease terms of twelve years with the option to extend an additional two years. Rent under each lease is payable monthly at a fixed rate to be determined at delivery of each aircraft. The Company will determine whether these leases will be classified as capital or operating leases in the period it takes delivery of each aircraft.

The anticipated future payments for these leases, not included in the table above, are approximately nil for the remaining months in 2012, $15.3 million in 2013, $18.4 million in 2014, $18.4 million in 2015, $18.4 million in 2016 and $150.0 million thereafter.

Litigation and Contingencies

The Company is subject to legal proceedings arising in the normal course of its operations. Management does not anticipate that the disposition of any currently pending proceeding will have a material effect on the Company’s operations, business or financial condition.

General Guarantees and Indemnifications

In the normal course of business, the Company enters into numerous aircraft financing and real estate leasing arrangements that have various guarantees included in the contract. It is common in such lease transactions for the lessee to agree to indemnify the lessor and other related third-parties for tort liabilities that arise out of or relate to the lessee’s use of the leased aircraft or occupancy of the leased premises. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by their gross negligence or willful misconduct. Additionally, the lessee typically indemnifies such parties for any environmental liability that arises out of or relates to its use of the real estate leased premises. The Company believes that it is covered by insurance (subject to deductibles) for most tort liabilities and related indemnities described above with respect to the aircraft and real estate that it leases. Hawaiian cannot estimate the potential amount of future payments, if any, under the foregoing indemnities and agreements.

Credit Card Holdback

Under the Company’s bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks, which are included in restricted cash in the Company’s unaudited Consolidated Balance Sheets, totaled $5.0 million at June 30, 2012 and $30.9 million at December 31, 2011. The agreement with the Company’s largest credit card processor also contains financial triggers for additional holdbacks, which are based upon, among other things, the amount of unrestricted cash, level of debt service coverage and operating income measured quarterly on a trailing 12-month basis. As of June 30, 2012, there were no amounts subject to this holdback. As of December 31, 2011, the holdback was 25% of the applicable credit card air traffic liability. Under the terms of this credit card agreement, the level of credit card holdback is subject to adjustment based on actual performance relative to these specific triggers.

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Depending on the Company’s performance relative to these financial triggers in the future, the holdback could incrementally increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash. If the Company is unable to obtain a waiver of, or otherwise mitigate the increase in restriction of cash, it could also cause a covenant violation under other debt or lease obligations and have a material adverse impact on the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views with respect to certain current and future events and financial performance. Such forward-looking statements include, without limitation: any expectations of operating expenses, deferred revenue, interest rates, income taxes, deferred tax assets, valuation allowance or other financial items; statements regarding factors that may affect our operating results; estimates of fair value measurements; statements related to aircraft maintenance and repair costs and deposits and timing of maintenance activities; statements related to cash flow from operations and seasonality; estimates of required funding of and contributions to our defined benefit pension and disability plan; estimates of annual fuel expenses and measure of the effects of fuel prices on our business; statements regarding the availability of fuel; statements regarding our wages and benefits and labor costs and agreements; statements regarding costs of compliance with regulations promulgated by the FAA and other regulatory agencies; statements related to airport rent rates and landing fees; statements regarding aircraft rent expense; statements regarding our total capacity and yields on routes; statements regarding the expected effects of the purchase of aircraft; statements related to our hedging program; statements concerning the impact of, and changes to, accounting principles, policies and estimates; statements regarding credit card holdback; statements regarding the availability of financing; statements regarding our capital expenditures; statements regarding potential violations under the Company’s debt or lease obligations; statements regarding our ability to comply with covenants under our financing arrangements; statements related to risk management, credit risks and air traffic liability; statements related to future U.S. and global economic conditions or performance; statements related to changes in our fleet plan and related cash outlays; statements related to expected delivery of new aircraft; statements related to potential route expansion; statements related to the effects of any litigation on our operations or business; and statements as to other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Words such as “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “estimates,” variations of such words, and similar expressions are also intended to identify such forward-looking statements. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to our operations and business environment, all of which may cause our actual results to be materially different from any future results, expressed or implied, in these forward-looking statements.

The risks, uncertainties and assumptions referred to above that could cause our results to differ materially from the results expressed or implied by such forward-looking statements also include the risks, uncertainties and assumptions discussed from time to time in our other public filings and public announcements, including our Annual Report on Form 10-K for the year ended December 31, 2011. All forward-looking statements included in this document are based on information available to us as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this quarterly report. The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

Overview

Our Company

Hawaiian Holdings, Inc. (the “Company,” “Holdings,” “we,” “us” and “our”) is a holding company incorporated in the State of Delaware. The Company’s primary asset is its sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. (“Hawaiian”). Hawaiian was originally incorporated in January 1929 under the laws of the Territory of Hawaii and became the Company’s indirect wholly-owned subsidiary pursuant to a corporate restructuring that was consummated in August 2002. Hawaiian became a Delaware corporation and the Company’s direct wholly-owned subsidiary concurrent with its reorganization and reacquisition by the Company in June 2005.

Hawaiian is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes), between the Hawaiian Islands and certain cities in the Continental United States (the North America routes), and between the Hawaiian Islands and the South Pacific, Australia and Asia (the International routes), collectively referred to as our Scheduled Operations. In addition, Hawaiian operates various charter flights. Hawaiian is the largest airline headquartered in Hawaii and the eleventh largest domestic airline in the United States based on revenue passenger miles reported by the Research and Innovative Technology Administration Bureau of Transportation Statistics as of March 31, 2012, the latest available data. At June 30, 2012,

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Hawaiian’s operating fleet consisted of Boeing 717-200 aircraft for its Neighbor Island routes and Boeing 767-300 aircraft and Airbus A330-200 aircraft for its North America, International and charter routes as detailed below:

Aircraft Type	Leased	Owned	Total

A330-200 (1)	5	4	9
767-300ER	9	7	16
717-200 (2)	3	15	18
Total	17	26	43

(1) The Company took delivery of two owned A330-200 aircraft in March and April 2012 and two leased aircraft in May and June 2012.

(2) The Company took delivery of two leased Boeing 717-200 aircraft during the quarter ended March 31, 2012.

Based in Honolulu, Hawaiian had 4,624 active employees as of June 30, 2012.

General information about us is available at http://www.hawaiianair.com/about . Information contained on our website is not incorporated by reference into, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q unless expressly noted. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC.

Second Quarter Financial Highlights

· Operating revenue increased 22.7% to $484.6 million during the second quarter 2012 as compared to the second quarter 2011.

· Passenger revenue per available seat mile (ASM) increased 6.2% to 12.59 cents from the same period last year.

· Operating revenue per ASM increased 5.1% to 13.90 cents from the prior year period.

· Net income of $3.9 million, or $0.07 per diluted share.

· Unrestricted cash and cash equivalents of $446.6 million at June 30, 2012.

Second Quarter Operational Highlights

· Ranked as the #1 carrier for on-time performance as reported by the U.S. Department of Transportation Air Travel Consumer for the months of March, April and May.

· Took delivery and placed into revenue service three Airbus A330-200 aircraft.

· Launched daily non-stop service from Honolulu to Fukuoka, Japan and Honolulu to New York City, New York.

Results of Operations

In the three and six months ended June 30, 2012, we recorded net income of $3.9 million or $0.07 per diluted share and $11.2 million or $0.21 per diluted share, respectively. In the three and six months ended June 30, 2011, we recorded net losses of $50.0 million or $0.99 per basic and diluted share and $49.2 million or $0.97 per basic and diluted share, respectively, which includes the impact of a non-recurring and non-cash pre-tax lease termination expense of $70.0 million related the purchase of fifteen Boeing 717-200 previously under lease agreements. Our improved performance is due to increases in operating revenue, primarily due to increases in passenger revenue, and partially offset by increases in operating expenses due to our continued growth.

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Statistical Data (unaudited)

	Three Months ended June 30,						Six Months ended June 30,
	2012			2011			2012			2011
	(in thousands, except as otherwise indicated)
Scheduled Operations:
Revenue passengers flown	2,329			2,152			4,547			4,240
Revenue passenger miles (RPM)	2,925,198			2,502,779			5,555,484			4,843,893
Available seat miles (ASM)	3,480,608			2,982,445			6,620,573			5,765,116
Passenger revenue per ASM (PRASM)	12.59		¢	11.85		¢	12.52		¢	11.77		¢
Passenger load factor (RPM/ASM)	84.0		%	83.9		%	83.9		%	84.0		%
Passenger revenue per RPM (Yield)	14.98		¢	14.12		¢	14.92		¢	14.01		¢

Total Operations:
Operating revenue per ASM	13.90		¢	13.23		¢	13.88		¢	13.19		¢
Operating cost per ASM (CASM)(b)	13.05		¢	15.59		¢	13.24		¢	14.49		¢
Lease termination charges per ASM	—		¢	2.35		¢	—		¢	1.21		¢
Aircraft fuel expense per ASM	4.31		¢	4.54		¢	4.39		¢	4.24		¢
Revenue passengers flown	2,330			2,152			4,549			4,242
Revenue block hours operated (actual)	35,574			31,284			68,657			60,992
RPM	2,930,831			2,504,879			5,562,272			4,846,776
ASM	3,487,042			2,984,671			6,628,383			5,768,685
Gallons of jet fuel consumed	47,346			40,572			90,472			78,821
Average cost per gallon of jet fuel (actual) (a)	$	3.18		$	3.34		$	3.21		$	3.11

(a) Includes applicable taxes and fees.

(b) Includes lease termination charges of $70.0 million incurred during the quarter ended June 30, 2011.

Operating Revenue

Operating revenue was $484.6 million and $920.0 million for the three and six months ended June 30, 2012, respectively, a 22.7% and 21.0% increase over operating revenue of $395.0 million and $760.6 million for the same three and six month periods in 2011, driven primarily by an increase in passenger revenue.

Passenger Revenue

Passenger revenue increased $84.7 million or 24.0% and $150.4 million or 22.2% for the three and six months ended June 30, 2012, respectively, as compared to the same three and six month periods in 2011, primarily due to increased yields throughout our networks and increased capacity on Neighbor Island and International routes. The detail of these changes is described in the table below:

	Three months ended June 30, 2012 as compared								Six months ended June 30, 2012 as compared
	to three months ended June 30, 2011								to six months ended June 30, 2011
	Change in								Change in
	scheduled		Change in		Change in		Change in		scheduled		Change in		Change in		Change in
	passenger revenue		Yield		RPM		ASM		passenger revenue		Yield		RPM		ASM
	(millions)								(millions)
North America	$	15.2	5.4	%	2.4	%	1.0	%	$	26.9	5.5	%	1.8	%	0.2	%
Neighbor Island	10.2		3.3		7.2		11.5		13.8		0.9		6.0		10.9
International	59.3		13.6		66.7		61.0		109.7		17.6		61.0		58.6
Total scheduled	$	84.7	6.1	%	16.9	%	16.7	%	$	150.4	6.5	%	14.7	%	14.8	%

North America — North America revenue increased by $15.2 million and $26.9 million for the three and six months ended June 30, 2012, respectively, as compared to the same three and six month periods in 2011, primarily due to increased yield. The three months ended June 30, 2012 reflect our new non-stop daily route from Honolulu to New York City, New York (launched in June 2012).

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Neighbor Island — Neighbor Island revenue increased by $10.2 million and $13.8 million for the three and six months ended June 30, 2012, respectively, as compared to the same three and six month periods in 2011 due to increased yield and additional capacity provided by the three Boeing 717-200 that entered the fleet in the fourth quarter of 2011 and first quarter of 2012.

International — International revenue increased by $59.3 million and $109.7 million for the three and six months ended June 30, 2012, respectively, as compared to the same three and six month periods in 2011, due to increased yield and capacity. The three and six months ended June 30, 2012 reflect our new daily routes from Honolulu to Osaka, Japan (launched in July 2011), Fukuoka, Japan (launched in April 2012), and the increase in Sydney, Australia, service to daily from four times per week beginning in December 2011.

Other Operating Revenue

Other operating revenue increased by $4.8 million or 11.5% and $9.0 million or 11.0% in the three and six months ended June 30, 2012, respectively, as compared to the three and six months ended June 30, 2011, primarily due to increased baggage revenue, an increase in cargo revenue due to the additional cargo capacity provided by the Airbus A330-200 aircraft and the expansion of our network and increased charter revenue.

Operating Expense

Operating expenses were $455.2 million and $877.8 million for the three and six months ended June 30, 2012 and $465.2 million and $835.8 million for the three and six months ended June 30, 2011. The change in operating expenses for the three and six months ended June 30, 2012 as compared to the three and six months ended June 30, 2011 is detailed below:

	Increase / (decrease) in operating					Increase / (decrease) in operating
	expenses for the three months ended					expenses for the six months ended
	June 30, 2012 compared to the three					June 30, 2012 compared to the six
	months ended June 30, 2011					months ended June 30, 2011
	$			%		$			%
	(in thousands)					(in thousands)
Operating expenses
Aircraft fuel, including taxes and oil	$	14,994		11.1	%	$	45,949		18.8	%
Wages and benefits	16,986			21.3		29,538			18.8
Aircraft rent	(6,290		)	(20.2	)	(17,143		)	(26.3	)
Maintenance materials and repairs	6,685			15.6		6,983			8.1
Aircraft and passenger servicing	5,034			25.7		7,957			20.9
Commissions and other selling	5,319			22.8		8,502			17.2
Depreciation and amortization	5,949			38.1		10,397			34.3
Other rentals and landing fees	3,877			22.4		7,301			21.7
Other	7,487			24.7		12,596			20.7
Lease termination charges (1)	(70,014		)	NM		(70,014		)	NM
Total	$	(9,973	)	(2.1	)%	$	42,066		5.0	%

(1) Amount reflects the prior-year period impact of a non-recurring and non-cash pre-tax lease termination expense of $70.0 million related to the purchase of fifteen Boeing 717-200 aircraft previously under lease agreements.

Our operations have expanded by approximately 17% and 15% (measured in ASMs) in the three and six months ended June 30, 2012 as compared to prior-year periods, primarily due to the addition of five Airbus A330-200 aircraft and three Boeing 717-200 aircraft since June 30, 2011 partially offset by the return of one leased Boeing 767-300 aircraft at the end of its lease term. Our expansion includes the addition of new routes since June 30, 2011 to Osaka, Japan in July 2011, Fukuoka, Japan in April 2012 and New York in June 2012, as well as increased frequency on our Australia route in December 2011. As a result of this expansion, we have experienced corresponding increases in our variable expenses such as aircraft fuel, wages and benefits, maintenance materials and repairs, aircraft and passenger servicing, commissions and other selling and other rentals and landing fees.

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We expect operating expenses to increase with the continued expansion of our services and the increased number of aircraft in our fleet.

Aircraft Fuel

Aircraft fuel expense increased in the three and six months ended June 30, 2012 as compared to the prior year periods by $15.0 million and $45.9 million, respectively. The increase in the three months ended June 30, 2012 as compared to the prior-year period is due to an increase in consumption due to the additional aircraft in the fleet and partially offset by a decrease in cost of fuel. The increase in the six months ended June 30, 2012 as compared to the prior-year periods is primarily attributable to the increase in consumption due to the additional aircraft in our fleet and an increase in the cost of fuel. The results are illustrated in the following table:

	Three months ended June 30,						Six months ended June 30,
	2012		2011		Change		2012		2011		Change
	(in thousands, except per- gallon amounts)						(in thousands, except per- gallon amounts)
Fuel gallons consumed	47,346		40,572		16.7	%	90,472		78,821		14.8	%
Fuel price per gallon, including taxes and delivery	$	3.18	$	3.34	(4.8	)%	$	3.21	$	3.11	3.2	%
Aircraft fuel expense	$	150,465	$	135,471	11.1	%	$	290,783	$	244,834	18.8	%

During the three and six months ended June 30, 2012 and June 30, 2011, our fuel derivatives were not designated for hedge accounting under ASC 815 and were marked to fair value through nonoperating income (expense) in the unaudited Consolidated Statements of Operations. We recorded losses on fuel derivatives of $14.8 million and $9.0 million for the three and six months ended June 30, 2012, compared to losses of $10.5 million and $2.1 million for the three and six months ended June 30, 2011.

We believe economic fuel expense is the best measure of the effect of fuel prices on our business as it most closely approximates the net cash outflow associated with the purchase of fuel for our operations in a period. We define economic fuel expense as raw fuel expense plus (gains)/losses realized through actual cash payments to/(receipts from) hedge counterparties for fuel hedge derivatives settled in the period inclusive of costs related to hedging premiums. Economic fuel expense for the three and six months ended June 30, 2012 is calculated as follows:

	Three months ended June 30,							Six months ended June 30,
	2012		2011			Change		2012		2011			Change
	(in thousands, except per- gallon amounts)							(in thousands, except per- gallon amounts)
Aircraft fuel expense, including taxes and oil	$	150,465	$	135,471		11.1	%	$	290,783	$	244,834		18.8	%
Realized (gains) losses on settlement of fuel derivative contracts	1,874		(3,057		)	161.3	%	2,729		(4,616		)	159.1	%
Economic fuel expense	$	152,339	$	132,414		15.0	%	$	293,512	$	240,218		22.2	%
Gallons of jet fuel consumed	47,346		40,572			16.7	%	90,472		78,821			14.8	%
Economic fuel costs per gallon	$	3.22	$	3.26		(1.2	)%	$	3.24	$	3.05		6.2	%

See Item 3, Quantitative and Qualitative Disclosures About Market Risk, for additional discussion of our jet fuel costs and related hedging program.

Wages and Benefits

Wages and benefits expense increased $17.0 million or 21.3% and $29.5 million or 18.8% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to an increase in the number of employees as we continue to expand our operations with additional aircraft and new routes and also an increase in our pension and other postretirement expenses.

We continue to expect wages and benefits expense to increase in future periods as we continue to add additional employees for the expansion of our operations.

Aircraft Rent

Aircraft rent expense decreased $6.3 million or 20.2% and $17.1 million or 26.3% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to the purchase of our existing fleet of Boeing 717-200 aircraft in June 2011, of which the majority were previously under operating lease agreements.

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Maintenance materials and repairs

Maintenance materials and repairs expense increased $6.7 million or 15.6% and $7.0 million or 8.1% for the three and six months ended June 30, 2012 as compared to the prior-year periods. The increase from the prior-year periods was primarily due to increased power-by-the-hour (PBH) expenses for the additional Boeing 717-200 and Airbus A330-200 aircraft in our fleet, partially offset by decreases in the PBH expenses for the Boeing 767-300 that were returned in second and fourth quarter 2011 and a decrease in the number of heavy checks.

We expect maintenance materials and repairs expense to increase in future periods as we continue to integrate additional Airbus aircraft into revenue service.

Aircraft and passenger servicing

Aircraft and passenger servicing expenses increased $5.0 million or 25.7% and $8.0 million or 20.9% for the three and six months ended June 30, 2012 as compared to the prior-year periods, due to volume-related increases as well as increased service costs on our International routes.

We expect aircraft and passenger servicing to increase in future periods as we continue to expand our fleet and add additional routes.

Commissions and other selling

Commissions and other selling expenses increased $5.3 million or 22.8% and $8.5 million or 17.2% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to increased booking fees and travel agency commissions for ticket sales along with increases in the volume of ticket sales purchased through credit cards and global distribution systems.

We expect commissions and other selling expenses to increase in future periods as we continue to add additional capacity through the expansion of our fleet.

Depreciation and Amortization

Depreciation and amortization expenses increased $5.9 million or 38.1% and $10.4 million or 34.3% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to the increase in the number of owned aircraft from June 30, 2011.

Other Rentals and Landing Fees

Other rentals and landing fees increased by $3.9 million or 22.4% and $7.3 million or 21.7% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to increases in joint and space rent rates at our Hawaii airports and increases in rent expense and landing fees due to the addition of new routes since June 30, 2011.

We expect other rentals and landing fees to increase in future periods as we continue to add additional routes.

Other expense

Other expense increased by $7.5 million or 24.7% and $12.6 million or 20.7% for the three and six months ended June 30, 2012 as compared to the prior-year periods, primarily due to increased expenses incurred for services outsourced to third-party vendors.

Lease Termination

In the quarter ended June 30, 2011, we entered into a purchase agreement with the lessor for the purchase of fifteen Boeing 717-200 aircraft, each such aircraft including two Rolls-Royce BR700-715 engines, previously held through four capital and eleven operating lease agreements. The purchase price for the fifteen Boeing 717-200 aircraft was $230 million, comprised of financing of $192.8 million through secured loan agreements, cash payment of $25.0 million, and non-cash application of maintenance and security deposits held by the previous lessor and current debt financer of $12.2 million. We recognized the excess of the purchase price paid over the fair value of the aircraft under operating leases as a cost of terminating the leases under ASC 840 - Leases (formerly FASB Interpretation No. 26, Accounting for Purchase of a Leased Asset by the Lessee during the Term of the Lease ) and elected to apply the same accounting policy to the aircraft under capital leases. We recorded the fifteen Boeing 717-200 at their fair value of $135 million on the June 30, 2011 unaudited Consolidated Balance Sheets and lease termination charges of $70.0 million on the unaudited Consolidated Statements of Operations.

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The purchase of the fifteen Boeing 717-200 aircraft resulted in lower aircraft rent expense in the current year that was partially offset by increases in depreciation and amortization and interest expenses.

Nonoperating Expense

For the three and six months ended June 30, 2012, we recorded nonoperating expense, net, of $23.0 million and $24.1 million, respectively, compared to nonoperating expense, net, of $12.4 million and $6.0 million for the three and six months ended June 30, 2011, respectively. The nonoperating expense recognized for the three and six months ended June 30, 2012 primarily consists of losses incurred on fuel derivatives and increases in interest expense and amortization of debt discounts and issuance costs due to the additional financings we entered into subsequent to June 30, 2011.

Income Tax Expense (Benefit)

We had effective tax rates of 38.1% and 39.4% for the three months ended June 30, 2012 and 2011, respectively, and 38.6% and 39.3% for the six months ended June 30, 2012 and 2011, respectively. We consider a variety of factors in determining the effective tax rate, including our forecasted full-year pretax results, the U.S. federal statutory rate of 35%, expected nondeductible expenses and estimated state taxes.

Liquidity and Capital Resources

Our liquidity is dependent on the cash we generate from operating activities and our debt financing arrangements. As of June 30, 2012, we had $446.6 million in cash and cash equivalents, representing an increase of $142.4 million from December 31, 2011. As of June 30, 2012, our restricted cash balance, which consisted of cash held as collateral by entities that process our credit card transactions for advance ticket sales, was $5.0 million, a decrease of $25.9 million from December 31, 2011, due to a decrease in the cash holdback on our primary credit card processing agreement.

We have been able to generate sufficient funds from our operations to meet our working capital requirements and typically finance our aircraft through secured debt and lease financings. At June 30, 2012, Hawaiian had approximately $686.8 million of debt and capital lease obligations, including approximately $55.6 million that will become due in the next 12 months. Hawaiian has a secured revolving credit facility (the Revolving Credit Facility) in an amount of up to $75.0 million, and as of June 30, 2012, we had no outstanding borrowings under the Revolving Credit Facility and $65.6 million available (net of various outstanding letters of credit).

Cash Flows

Net cash provided by operating activities was $209.7 million for the six months ended June 30, 2012, an increase of $116.5 million compared to the same period in 2011. The increase in cash provided was primarily due to an increase in our air traffic liability balance for increased future bookings related to advance ticket sales, an increase in other accrued liabilities and a decrease in prepaid expenses and other that was partially offset by an increase in accounts receivable.

Net cash used in investing activities was $177.2 million for the six months ended June 30, 2012 compared to $147.3 million for the same period in 2011. During the six months ended June 30, 2012, the cash used in investing activities consists of payments of $211.7 million for purchases of property and equipment and pre-delivery deposits for aircraft and engines, partially offset by proceeds of $34.5 million from the refund of pre-delivery deposits in connection with the operating lease of one of our Airbus A330-200 in May 2012. During the six months ended June 30, 2011, we used $130 million for purchases of property and equipment and pre-delivery payments for our upcoming Airbus A330-200 aircraft and engines and $17 million for other property and equipment.

Net cash provided by financing activities was $109.8 million for the six months ended June 30, 2012 as compared to $72.5 million for the same period in 2011. During the six months ended June 30, 2012, we received $133.0 million from two term loans for a portion of the purchase price of two Airbus A330-200 aircraft that we took delivery of in March and April 2012, partially offset by $21.7 million in cash repayments of long-term debt and capital lease obligations and debt issuance costs of $2.4 million. During the six months ended June 30, 2011, we received $65 million from a term loan for the portion of the purchase price of an Airbus A330-200 that we took delivery of in April 2011, $78 million in net cash proceeds from the issuance of the convertible notes and related transactions, and debt issuance costs of $7 million which was partially offset by cash repayments of long-term debt and capital lease obligations totaling $64 million.

Capital Commitments

As of June 30, 2012, Hawaiian’s firm aircraft orders consisted of thirteen wide-body Airbus A330-200 aircraft for delivery between 2013 and 2015, six Airbus A350XWB-800 aircraft for delivery beginning in 2017 and five Rolls Royce spare engines scheduled for delivery through 2020. In addition, Hawaiian has purchase rights for an additional three A330-200 aircraft and six A350-XWB

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aircraft. Committed expenditures for these aircraft, engines and related flight equipment approximates $62 million for the remainder of 2012, $460 million in 2013, $431 million in 2014, $243 million in 2015, $80 million in 2016 and $723 million thereafter.

For the remainder of 2012, we expect our other non-aircraft related capital expenditures, which include software, improvements and ramp and maintenance equipment, to total approximately $20 million to $25 million.

In order to complete the purchase of these aircraft and fund related costs, we must secure acceptable financing. We are currently exploring various financing alternatives and, while we believe that such financing will be available to us, there can be no assurance that financing will be available when required, or on acceptable terms, or at all. The inability to secure such financing could have a material adverse effect on us.

We have secured financing through a $180 million lease commitment with a third-party lessor for two Airbus A330-200 aircraft with scheduled delivery dates during the first half of 2013. See Note — 8 to our unaudited financial statements for further detail regarding our aircraft facility and lease commitments.

Covenants under our Financing Arrangements

The terms of certain of our financing agreements restrict our ability to, among other things, incur additional indebtedness, grant liens, merge or consolidate, dispose of assets, prepay indebtedness, make investments, make acquisitions, enter into certain transactions with affiliates, pay dividends or make distributions to our parent company and repurchase stock. These agreements also require us to meet certain financial covenants. These financial tests include maintaining a minimum amount of unrestricted cash and achieving certain levels of fixed charge coverage. As of June 30, 2012, we were in compliance with these covenants. If we are not able to comply with these covenants, our outstanding obligations under these facilities could be accelerated and become due and payable immediately.

Under our bank-issued credit card processing agreements, certain proceeds from advance ticket sales may be held back to serve as collateral to cover any possible chargebacks or other disputed charges that may occur. These holdbacks, which are included in restricted cash in our unaudited Consolidated Balance Sheets, totaled $5.0 million at June 30, 2012 and $30.9 million at December 31, 2011. The agreement with our largest credit card processor also contains financial triggers for additional holdbacks, which are based upon, among other things, the amount of unrestricted cash, level of debt service coverage and operating income measured quarterly on a trailing 12-month basis. As of June 30, 2012, there were no amounts subject to this holdback, a decrease from December 31, 2011, where this holdback was 25% of the applicable credit card air traffic liability. Under the terms of this credit card agreement, the level of credit card holdback is subject to adjustment based on actual performance relative to these specific triggers. Depending on our performance relative to these financial triggers in the future, the holdback could incrementally increase to an amount up to 100% of the applicable credit card air traffic liability, which would also cause an increase in the level of restricted cash. If we are unable to obtain a waiver of, or otherwise mitigate, the increase in restriction of cash, it could also cause a covenant violation under other debt or lease obligations and have a material adverse impact us.

Pension and Postemployment Benefit Plan Funding

We contributed $2.6 million and $5.0 million during the three and six months ended June 30, 2012, respectively, to our defined benefit and other postretirement plans and expect to contribute an additional $5.2 million to fulfill the required minimum contribution during the remainder of 2012. Future funding requirements are dependent upon many factors such as interest rates, funded status, applicable regulatory requirements and the level and timing of asset returns.

Contractual Obligations

Our estimated contractual obligations as of June 30, 2012 are summarized in the following table:

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Contractual Obligations	Total		Six months remaining in 2012		2013-2014		2015-2016		2017 and Thereafter
	(in thousands)

Debt and capital lease obligations (1)	$	919,107	$	48,044	$	227,215	$	239,884	$	403,964
Operating leases—aircraft and related equipment (2)	609,435		45,022		165,475		142,180		256,758
Operating leases—non-aircraft	50,100		1,999		9,845		10,283		27,973
Purchase commitments - Capital (3)	1,999,430		62,096		891,527		323,394		722,413
Purchase commitments - Operating (4)	396,900		16,386		64,909		57,907		257,698
Projected employee benefit contributions (5)	44,572		5,200		39,372		—		—

Total contractual obligations	$	4,019,544	$	178,747	$	1,398,343	$	773,648	$	1,668,806

(1) Amounts represent contractual amounts due, including interest. Interest on variable rate debt was estimated using rates in effect as of June 30, 2012. Amount reflects capital leases for one Airbus A330-200 aircraft and two Boeing 717 aircraft.

(2) Amounts reflect leases for four Airbus A330-200 aircraft, nine Boeing 767 aircraft, one Boeing 717 aircraft and aircraft-related equipment as of June 30, 2012.

(3) Amounts include our firm aircraft orders consisting of thirteen wide-body Airbus A330-200 aircraft, six Airbus A350XWB-800 aircraft and five Rolls Royce spare engines. We have received committed financing for two of these upcoming aircraft deliveries of $180 million in 2013.

(4) Amounts include commitments for services provided by third-parties for aircraft maintenance for our Airbus fleet, accounting, IT and reservations. Total contractual obligations do not include long-term contracts where the commitment is variable in nature (with no minimum guarantee), such as aircraft maintenance deposits due under operating leases and fees due under certain other agreements such as aircraft maintenance power-by-the-hour, computer reservation systems and credit card processing agreements, or when the agreements contain short-term cancellation provisions.

(5) Amount includes our estimated contributions to our pension plans based on actuarially determined estimates and our pilots’ disability plan. Amounts are subject to change based on numerous factors, including interest rate levels, the amount and timing of asset returns and the impact of future legislation. We are currently unable to estimate the projected contributions beyond 2014.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon financial statements that have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities as of the date of the financial statements. Actual results may differ from these estimates under different assumptions and/or conditions.

Critical accounting policies and estimates are defined as those accounting policies and accounting estimates that are reflective of significant judgments and uncertainties that potentially could result in materially different results under different assumptions and conditions. For a detailed discussion of the application of our critical accounting policies, see “Critical Accounting Policies” and Note 2, “Summary of Significant Accounting Policies,” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are subject to certain market risks, including commodity price risk (i.e. jet fuel prices), interest rate risk and foreign currency risk. We have market-sensitive instruments in the form of variable-rate debt instruments and financial derivative instruments used to hedge Hawaiian’s exposure to jet fuel price increases. The adverse effects of potential changes in these market risks are discussed below.

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The sensitivity analyses presented do not consider the effects that such adverse changes may have on overall economic activity nor do they consider additional actions we might undertake to mitigate our exposure to such changes. Actual results may differ.

Aircraft Fuel Costs

Aircraft fuel costs constitute a significant portion of our operating expense. Fuel costs represented 33.1% of our operating expenses for the three and six months ended June 30, 2012. Based on gallons expected to be consumed in 2012, for every one-cent increase in the cost of jet fuel, our annual fuel expense would increase by approximately $2.0 million.

We use derivative contracts to manage our exposure to changes in the prices of jet fuel. During 2012, our fuel hedge program primarily consists of heating oil, WTI and Brent crude oil call options and collars. Call option contracts provide for a settlement in favor of the holder in the event that prices exceed a predetermined contractual level during a particular time period. We have combined some of our call option contracts with put option contract sales to create “collars” whereby a settlement may occur in our favor in the event prices for the underlying commodity exceed a predetermined contractual level (the call option strike price) during a particular time period or a settlement may be required from us in favor of our counterparty in the event that prices of the commodity fall below a predetermined contractual level (the put option strike price).

The aforementioned fuel derivative agreements were not designated as hedges under ASC 815. As of June 30, 2012, the fair value of these fuel derivative agreements reflected a net asset of $6.4 million that is reflected in prepaid expenses and other in the unaudited Consolidated Balance Sheets.

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Hawaiian’s future contracts and other fuel derivative agreements as of July 16, 2012 are outlined in the table below:

Fuel Derivative Contract Summary

	Weighted Average Contract Price				Percentage of Projected Fuel Requirements Hedged		Fuel Barrels Hedged
	Cap		Floor
*Third Quarter 2012*
Heating Oil (per gallon)
Collars	$	3.05	$	2.66	13	%	168,000

Crude Oil (per barrel)
Brent Call Options	$	127.76	N/A		47	%	610,000
WTI Call Options	$	112.56	N/A		1	%	7,000
Brent Collars	$	111.48	$	96.56	3	%	42,000
WTI Collars	$	107.30	$	90.30	2	%	28,000
Total					66	%	855,000

*Fourth Quarter 2012*
Heating Oil (per gallon)
Collars	$	3.07	$	2.65	6	%	71,000

Crude Oil (per barrel)
Brent Call Options	$	118.33	N/A		46	%	593,000
Brent Collars	$	111.00	$	95.01	3	%	42,000
Total					55	%	706,000

*First Quarter 2013*
Crude Oil (per barrel)
Brent Call Options	$	116.96	N/A		41	%	526,000
Total					41	%	526,000

*Second Quarter 2013*
Crude Oil (per barrel)
Brent Call Options	$	114.01	N/A		30	%	400,000
Total					30	%	400,000

*Third Quarter 2013*
Crude Oil (per barrel)
Brent Call Options	$	114.27	N/A		21	%	300,000
Total					21	%	300,000


*Fourth Quarter 2013*
Crude Oil (per barrel)
Brent Call Options	$	112.21	N/A		9	%	120,000
Total					9	%	120,000

We expect to continue our program of hedging some of our future fuel consumption with a combination of futures contracts, swaps, caps, collars and other option-based structures.

We do not hold or issue derivative financial instruments for trading purposes. We are exposed to credit risks in the event our heating oil and crude oil caps counterparties fail to meet their obligations; however, we do not expect these counterparties to fail to meet their obligations.

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Interest Rates

Our results of operations are affected by fluctuations in interest rates due to our variable-rate debt and interest income earned on our cash deposits. Our variable-rate debt agreements include the Revolving Credit Facility and secured loan agreements, the terms of which are discussed in Notes 6 and 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

At June 30, 2012, we had $71.2 million of variable rate debt indexed to the following interest rate:

Index		Rate
One-month LIBOR		0.2432	%

Changes in market interest rates have a direct and corresponding effect on our pre-tax earnings and cash flows associated with our floating-rate debt and interest-bearing cash accounts. Based on the balances of our cash and cash equivalents, restricted cash, and variable-rate debt as of June 30, 2012, a change in interest rates is unlikely to have a material impact on our results of operations.

At June 30, 2012, we had $615.7 million of fixed-rate debt including aircraft capital lease obligations and the convertible notes and facility agreements for aircraft purchases. Market risk for fixed-rate long-term debt is estimated as the potential increase in fair value resulting from a hypothetical 10 percent decrease in interest rates, and amounted to approximately $3.6 million as of June 30, 2012.

Foreign Currency

We generate revenues and incur expenses in foreign currencies. Changes in foreign currency exchange rates impact our results of operations through changes in the dollar value of foreign currency-denominated operating revenues and expenses. Our most significant foreign currency is the Japanese yen. Based on expected 2012 revenues and expenses dominated in Japanese yen, a 10% strengthening in value of the U.S. dollar, relative to the Japanese yen, would result in a decrease in operating income of approximately $26 million. The variance is due to our Japanese yen denominated revenues exceeding our Japanese yen denominated expenses.

As of June 30, 2012 and December 31, 2011, we did not have any foreign currency hedges.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to effectively identify and timely disclose important information. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of June 30, 2012 and provide reasonable assurance that the information required to be disclosed by the Company in reports it files under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the second quarter ended June 30, 2012 which materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any litigation that is expected to have a significant effect on our operations or business.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors disclosed in Item 1A., Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.		Description

10.1		Amendment Number Five to Amended and Restated Credit Agreement and Waiver and Amendment Number Two to Amended and Restated Security Agreement, dated as of July 9, 2012, by and among Hawaiian Holdings, Inc., Hawaiian Airlines, Inc., Airline Contract Maintenance and Equipment, Inc. and each of the lenders party thereto (the “Lenders”) and Wells Fargo Capital Finance, Inc., as agent for the Lenders.

10.2		Amendment No. 7 to the Airbus A330/A350XWB Purchase Agreement, dated as of January 31, 2008 between Airbus S.A.S., and Hawaiian Airlines, Inc. ‡

12		Computation of ratio of earning to fixed charges for the three and six months ended June 30, 2012 and 2011.

31.1		Rule 13a-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a) Certification of Chief Financial Officer.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Valuation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

‡ Confidential treatment has been requested for a portion of this exhibit.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HAWAIIAN HOLDINGS, INC.


July 26, 2012	By	/s/ Scott E. Topping
		Scott E. Topping
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 10.1

AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO TO AMENDED AND RESTATED SECURITY AGREEMENT

THIS AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO TO AMENDED AND RESTATED SECURITY AGREEMENT (this “ Amendment ”), dated as of July 9, 2012, is entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each as a “ Lender ”, and, collectively, the “ Lenders ”), WELLS FARGO CAPITAL FINANCE, INC. , a California corporation, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), HAWAIIAN HOLDINGS, INC. , a Delaware corporation (“ Parent ”), HAWAIIAN AIRLINES, INC. , a Delaware corporation (“ Borrower ”), and AIRLINE CONTRACT MAINTENANCE AND EQUIPMENT, INC ., a Delaware corporation (“ ACME ”), and in light of the following:

W I T N E S S E T H

WHEREAS , Parent, Borrower, Lenders, and Agent are parties to that certain Amended and Restated Credit Agreement, dated as of December 10, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , Parent, Borrower, Acme, and Agent are parties to that certain Amended and Restated Security Agreement, dated as of December 10, 2010 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Security Agreement ”);

WHEREAS , Parent and Borrower have informed Agent that an Event of Default has occurred and is continuing under Section 8.2(a) of the Credit Agreement (the “ Designated Event of Default ”), as a result of the Loan Parties having, prior to the date hereof, cash and Cash Equivalents and other amounts in Deposit Accounts and Securities Accounts, in each case, not located in the United States and not subject to a perfected Lien in favor of Agent, in excess of the amount permitted pursuant to Section 6.11(b)(ii) of the Credit Agreement (prior to the amendments contained herein);

WHEREAS , Parent and Borrower have requested that the Lender Group agree to make certain amendments to the Credit Agreement and waive the Designated Event of Default;

WHEREAS , upon the terms and conditions set forth herein, Agent and the undersigned Lenders are willing to accommodate Parent’s and Borrower’s requests.

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:

1. Defined Terms . All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto), as amended hereby.

2. Amendments to Credit Agreement .

(a) Schedule 1.1 to the Credit Agreement is hereby amended by amending and restating clause (j) of the definition of “ Permitted Indebtedness ” as follows:

“(j) the incurrence by Parent or its Subsidiaries of Indebtedness under Hedge Agreements that are entered into for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Parent’s and its Subsidiaries’ operations and not for speculative purposes, and”

(b) Schedule 1.1 to the Credit Agreement is hereby amended by amending and restating clause (w) of the definition of “ Permitted Liens ” as follows:

“(w) Liens on deposits of cash, which Liens secure Borrower’s obligations in connection with Hedge Agreements permitted pursuant to clause (j) of the definition of Permitted Indebtedness that are entered into with highly rated banks with a minimum long term credit ratings of both “A-” or higher from S&P and “A3” or higher from Moody’s on the trade date of the relevant transaction, provided , however , that the aggregate amount of cash deposits to secure such obligations shall not, as of the date of incurrence of any such Lien, exceed (i) if, as of such date, Parent and its Subsidiaries have less than $250,000,000 of Qualified Cash, $10,000,000, (ii) if, as of such date, Parent and its Subsidiaries have $250,000,000 or more, but less than $350,000,000, of Qualified Cash, $30,000,000, or (iii) if, as of such date, Parent and its Subsidiaries have $350,000,000 or more of Qualified Cash, $40,000,000 (the cash deposits set forth in this clause (w), the “ Permitted Hedge Restricted Cash ”).”

(c) Schedule 1.1 to the Credit Agreement is hereby amended by adding the following new definition in proper alphabetical order:

““ Permitted Hedge Restricted Cash ” has the meaning specified therefor in clause (w) of the definition of “Permitted Liens”.”

(d) Section 6.11(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(b) Other than, as of any date of determination:

(i) an aggregate amount not to exceed $2,000,000 at any one time in cash and Cash Equivalents or other amounts credited to Deposit Accounts and Securities Accounts, in each case, located in the United States,

(ii) for more than 2 Business Days an aggregate amount not to exceed, when taken together with any amount located in the United States and not subject to a Control Agreement in reliance on Section 6.11(b)(i) above, (A) if, as of such date of determination, Parent and its Subsidiaries have less than $250,000,000 of Qualified Cash, $5,000,000 (calculated at then current exchange rates), (B) if, as of such date of determination, Parent and its Subsidiaries have $250,000,000 or more, but less than $350,000,000, of Qualified Cash, $10,000,000 (calculated at then current exchange rates), or (C) if, as of such date of determination, Parent and its Subsidiaries have $350,000,000 or more of Qualified Cash, $15,000,000 (calculated at then current exchange rates), in each case, at any one time in cash and Cash Equivalents and other amounts credited to Deposit Accounts and Securities Accounts, in each case, not located in the United States,

(iii) amounts credited to Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its Subsidiaries’ employees, or

(iv) Permitted Hedge Restricted Cash; provided that (A) the aggregate amount of such Permitted Hedge Restricted Cash does not exceed the amount permitted pursuant to clause (w) of the definition of Permitted Liens, and (B) such Permitted Hedge Restricted Cash is serving as cash collateral for Indebtedness permitted pursuant to clause (j) of the definition of Permitted Indebtedness,

make, acquire, or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Parent or its Subsidiary, as applicable, and the applicable bank or securities intermediary have entered into Control Agreements with Agent governing such Permitted Investments in order to perfect (and further establish) Agent’s Liens in such Permitted Investments; provided that none of Parent or any of its Subsidiaries shall have Permitted Investments in Deposit Accounts or Securities Accounts at Morgan Stanley DWC Inc. or any of its Affiliates unless Parent or such Subsidiary, as applicable, and the applicable securities intermediary or bank have entered into Control Agreements governing such Permitted Investments in order to perfect (and further establish) the Agent’s Liens in such Permitted Investments. Subject to the foregoing proviso and except as provided in Section 6.11(b)(i) , (ii) , (iii) , and (iv) , Parent shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.”

(d) Section 12 of the Credit Agreement is hereby amended by inserting subclauses (e) and (f) immediately following subclause (d) thereof in their entirety as follows:

“(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING LENDER, OR THE UNDERLYING ISSUER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

(f) IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO OR ANY PARTY TO ANY OTHER LOAN DOCUMENT (INCLUDING ANY GUARANTOR) IN CONNECTION WITH ANY CLAIM RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND THE WAIVER SET FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(i) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES, CALIFORNIA.

(ii) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.

(iii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

(iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY

MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.

(vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

(vii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. ”

3. Amendments to Security Agreement . The Security Agreement is hereby amended by amending and restating the last paragraph of Section 2 thereof as follows:

“Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, the term “Collateral” shall not include:

(i) voting Stock of any CFC, solely to the extent that such Stock represents more than 65% of the outstanding voting Stock of such CFC; provided

that the foregoing exclusion shall in no way be construed to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (A) monies due or to become due under or in connection with any such Stock, or (B) any proceeds from the collection, sale, license, lease, or other dispositions of any such Stock;

(ii) any rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property (including any Gates, Routes, or Slots) of any Grantor if under the terms of such contract, lease, permit, license, or license agreement, or applicable law or regulation with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under such regulation or under the terms of such contract, lease, permit, license, or license agreement; provided that the foregoing exclusion shall in no way be construed (A) to apply to the extent that any described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract, lease, permit, license, or license agreement or under applicable law or regulation, or (C) to limit, impair, or otherwise affect Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, or license agreement (including any Accounts or Stock), or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such contract, lease, permit, license, or license agreement;

(iii) any United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral;

(iv) any General Intangibles consisting of any Grantor’s rights or interest in any airport or fueling consortia to the extent that the agreement governing such Grantor’s rights or interest with respect to such airport or fueling consortia prohibits the grant of a security interest or lien therein; provided that the foregoing exclusion shall in no way be construed (A) to apply to the extent that any such described prohibition or restriction is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, (B) to apply when such prohibition or restriction is no longer in effect, (C) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such agreement governing such Grantor’s rights or interests with respect to such airport or fueling consortia, or (D) to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to (1) monies due or to become due in respect of any such rights or interest in any airport or fueling consortia, or (2) any proceeds from the collection, sale, license, lease, or other dispositions of any such rights or interest in any airport or fueling consortia;

(v) any (x) goods, (y) accessions, fixtures, and attachments to such goods, including parts and Engines, or (z) in connection with Purchase Money Indebtedness used to purchase or acquire Aircraft or Engines, property reasonably related or appurtenant to the Aircraft or Engines, as applicable, purchased or acquired and which is customarily subjected to similar purchase money Liens under customary Aircraft or Engine, as applicable, purchase money financing arrangements (but excluding in each case, Receivables from Borrower’s carriage of passengers or cargo) (any of the property described in clause (x) through (z) of this clause (v) are referred to hereinafter as the “ PMSI Assets ”), which PMSI Assets are the subject of a Lien that qualifies as a Permitted Lien under clause (d), (f) or (v) of the definition of Permitted Liens set forth in the Credit Agreement or, to the extent that such Lien is a replacement of a Permitted Lien permitted by clause (d), (f) or (v) of the definition of Permitted Liens set forth in the Credit Agreement in connection with Refinancing Indebtedness of such Permitted Indebtedness secured by such a Permitted Lien, a Lien that qualifies as a Permitted Lien under clause (n) of the definition of Permitted Liens set forth in the Credit Agreement, and the proceeds, substitutions and replacements of such PMSI Assets (and any accessions, fixtures, and attachments thereto, including parts and Engines), in each case, to the extent that the contract governing such Indebtedness expressly prohibits the grant of a security interest or lien (other than the security interest or lien securing such Indebtedness) on such PMSI Assets (and any accessions, fixtures, and attachments thereto, including parts and Engines), and the proceeds, substitutions and replacements of such PMSI Assets (and any accessions, fixtures, and attachments thereto, including parts and Engines); provided that the foregoing exclusion shall in no way be construed (A) to apply when such prohibition or restriction is no longer in effect, (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract governing such Indebtedness, or (C) to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds, substitutions, or replacements of such PMSI Assets (and any accessions, fixtures, and attachments thereto, including parts and Engines), to the extent not covered, or to the extent permitted if covered, by the Permitted Lien securing such Indebtedness);

(vi) any rights to payment that Borrower has from or deposits that Borrower has made to (x) any Person which has issued a VISA International, VISA U.S.A., or MasterCard credit card or debit card and which right to payment or deposit is the result of transactions involving the use of credit cards or debit cards by Borrower’s customers, in each case, which credit card or debit card transactions are processed by U.S. Bank, National Association pursuant to the terms of any of the US Bank Agreements, or (y) any intermediary between such Person and U.S. Bank, National Association assisting in processing such transactions and which right to payment or deposit is the result of such transactions, in the case of each of clauses (x) and (y), if the grant of a security interest or lien therein is prohibited under the terms of any of the US Bank Agreements (as in effect on the date hereof) and such prohibition has not been

waived or the consent of U.S. Bank, National Association has not been obtained; provided that the foregoing exclusion shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such US Bank Agreement, or (C) to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of Borrower in or to any proceeds from the collection, sale, license, lease, or other disposition of any such rights to payment or deposits;

(vii) Borrower’s contract rights in and to any agreement between Borrower and Airbus S.A.S. relative to the purchase of Aircraft from Airbus S.A.S. solely to the extent that (x) such contract rights are subject to a Lien permitted pursuant to clause (u) of the definition of Permitted Liens set forth in the Credit Agreement and (y) the contract governing the Indebtedness secured by such Lien expressly prohibits the grant of a security interest or lien (other than the security interest or lien securing such Indebtedness) on such contract rights; provided that the foregoing exclusion shall in no way be construed (A) to apply when such prohibition or restriction is no longer in effect, (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract governing such Indebtedness, or (C) to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds, substitutions, or replacements of such contract rights, to the extent not covered, or to the extent permitted if covered, by such Permitted Lien securing such Indebtedness;

(viii) to the extent that such deposits of cash constitute property of Borrower, (x) cash security deposits made in the ordinary course of business pursuant to the terms of (1) financing agreements with respect to Permitted Purchase Money Indebtedness in connection with the acquisition of Aircraft or Engines, or (2) lease agreements with respect to operating leases in connection with the leasing of Aircraft or Engines, in each case, which cash security deposits are (I) made at the time of entering into such financing agreements or lease agreements, as applicable, (II) made at or prior to receipt by Borrower of delivery of the applicable Aircraft or Engines that are the subject of the applicable financing agreement or lease agreement, or (III) so long as the aggregate amount of such deposits for any such lease agreement or financing agreement do not exceed an amount equal to three months of regularly scheduled payments due under such lease agreement or financing agreement, delivered as security during the term of the applicable financing agreement or lease agreement, or (y) cash deposits consisting of maintenance reserves which deposits are made in the ordinary course of business pursuant to the terms of (1) financing agreements with respect to Permitted Purchase Money Indebtedness in connection with the acquisition of Aircraft or Engines, or (2) lease agreements with respect to operating leases in connection with the leasing of Aircraft or Engines, in each case, which maintenance reserves are with respect to future maintenance requirements for such Aircraft or Engines, in the case of each of clauses (x) and

(y), if, and to the extent that, the grant of a security interest or lien therein is prohibited under the terms of the contract governing such Permitted Purchase Money Indebtedness or operating lease and such prohibition has not been waived or the consent of the other party to such contract has not been obtained; provided that the foregoing exclusion shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, (B) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract, or (C) to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of Grantor in or to any proceeds from the collection, sale, license, lease, or other disposition of any such deposits;

(ix) Borrower’s contractual rights to purchase the Aircraft to be purchased from Airbus S.A.S. or its affiliates (including, without limitation, Borrower’s right to purchase such Aircraft and all related warranties, indemnities and service life policies with respect to such Aircraft and the Engines related to such Aircraft pursuant to any agreement between Borrower and Airbus S.A.S. or its affiliates or any agreement between Borrower and Rolls-Royce plc, Rolls-Royce TotalCare Limited, or any of their affiliates) solely to the extent that (x) such contract rights are subject to a Lien permitted pursuant to clause (z) of the definition of Permitted Lien, (y) such contract rights are the subject of a Permitted Sale-Leaseback Transaction, and (z) the contract governing the Permitted Sale-Leaseback Transaction expressly prohibits the grant of a security interest or lien on such contractual rights (provided, that, (A) the foregoing exclusions of this clause (ix) shall in no way be construed (1) to apply when such prohibition or restriction is no longer in effect, or (2) to apply to the extent that any consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such contract governing such Permitted Sale-Leaseback Transaction and (B) the foregoing exclusions of this clause (ix) shall in no way be construed to limit, impair, or otherwise affect any of Agent’s continuing security interests in and liens upon any rights or interests of any Grantor in or to any proceeds, substitutions, or replacements of such contract rights, to the extent not covered, or to the extent permitted if covered, by the contract governing such Permitted Sale-Leaseback Transaction); or

(x) Permitted Hedge Restricted Cash; provided that (x) the aggregate amount of such Permitted Hedge Restricted Cash does not exceed the amount permitted pursuant to clause (w) of the definition of Permitted Liens set forth in the Credit Agreement, (y) such Permitted Hedge Restricted Cash is serving as cash collateral for Indebtedness permitted pursuant to clause (j) of the definition of Permitted Indebtedness set forth in the Credit Agreement, and (z) the grant of a security interest or lien in such Permitted Hedge Restricted Cash is prohibited under the terms of the applicable Hedge Agreement and such prohibition has not been waived or the consent of the third party to the applicable Hedge Agreement has not been obtained; provided that the foregoing exclusion shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable or ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law or regulation, (B) to apply to the extent that any

consent or waiver has been obtained that would permit Agent’s security interest or lien to attach thereto notwithstanding the prohibition or restriction contained in such Hedge Agreement, or (C) to limit, impair, or otherwise affect Agent’s continuing security interest in and liens upon any rights or interest of any Grantor in or to any proceeds from the collection, sale, license, lease, or other disposition of any such Permitted Hedge Restricted Cash to the extent the grant of a security interest or lien in such proceeds is not prohibited pursuant to such Hedge Agreement.

The foregoing to the contrary notwithstanding, the exclusions in clauses (i) through (x) of this paragraph do not, are not intended to, and shall not, under any circumstances, be deemed to operate to exclude from the definition of “Collateral” any assets that at any time were designated as Eligible Available Aircraft, Eligible Accounts, Eligible Spare Parts, Eligible Ground Equipment, or Eligible Spare Engines in any Borrowing Base Certificate delivered to Agent.”

4. Waiver . Subject to the satisfaction of each of the items set forth in Section 6 below, the Required Lenders hereby waive the Designated Event of Default. The waiver herein is limited to the specifics hereof, shall not apply with respect to any other Default or Event of Default, or any other facts or occurrences other than those on which such waiver are based, shall not excuse any other present non-compliance with the Credit Agreement or the other Loan Documents or any future non-compliance with the Credit Agreement or the other Loan Documents by any Loan Party, and, except as expressly set forth herein, shall not operate as a waiver or an amendment of any right, power, or remedy of any member of the Lender Group, nor as a consent to or waiver of any further or other matter, under the Loan Documents.

5. Agreement Regarding Permitted Hedge Restricted Cash . Anything to the contrary contained in any Loan Document notwithstanding, Agent and the Lenders agree not to, and the Loan Parties shall not be required to take any action to, perfect or protect any security interest Agent may have in the Permitted Hedge Restricted Cash or proceeds thereof to the extent that such Permitted Hedge Restricted Cash is or proceeds are (as the case may be) excluded from the Collateral pursuant to the Security Agreement.

6. Conditions Precedent to Amendment . The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of the Amendment (the first date upon which all such conditions have been satisfied, the “ Amendment Effective Date ”):

(a) Agent shall have received this Amendment, duly executed by Parent, Borrower, Agent, and the Required Lenders and the same shall be in full force and effect.

(b) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A , duly executed and delivered by an authorized officer of each Guarantor.

(c) The representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(d) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

(e) Borrower shall pay concurrently herewith all fees, costs, expenses and taxes then payable pursuant to Section 17.10 of the Credit Agreement, so long as Agent has provided written notice to Borrower of the amount thereof on or before the date of this Amendment.

7. Representations and Warranties . Each of Parent and Borrower hereby represents and warrants to Agent and the Lenders as follows:

(a) It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Change, (iii) is duly qualified to do business as a foreign corporation in good standing in each state in which it has intrastate Routes or has its principal office or a major overhaul facility except, in each case, where failure to be so qualified would not have a material adverse effect on the Borrower or its business, and (iv) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Amendment and to carry out the transactions contemplated hereby.

(b) The execution, delivery, and performance by it of this Amendment (i) has been duly authorized by all necessary action on the part of such Person, and (ii) does not and will not (A) violate any material provision of federal, state, or local law or regulation applicable to such Person or its Subsidiaries, the Governing Documents of such Person or its Subsidiaries, or any material order, judgment, or decree of any court or other Governmental Authority binding on such Person, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Person or its Subsidiaries except to the extent that any such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Person, other than Permitted Liens, or (E) require any approval of such Person’s interestholders or any approval or consent of any Person under any Material Contract of such Person, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change.

(c) This Amendment has been duly executed and delivered by such Person. This Amendment and each Loan Document to which such Person is a party is the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against Parent, Borrower, or any Guarantor.

(e) No Default or Event of Default has occurred and is continuing, and no condition exists which constitutes a Default or an Event of Default.

(f) The representations and warranties of such Person in the Credit Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(g) This Amendment has been entered into without force or duress, of the free will of such Person, and the decision of such Person to enter into this Amendment is a fully informed decision and such Person is aware of all legal and other ramifications of such decision.

(h) It has read and understands this Amendment, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the preparation of this Amendment, has read this Amendment in full and final form, and has been advised by its counsel of its rights and obligations hereunder.

8. Payment of Costs and Fees . Borrower agrees to pay all Lender Group Expenses in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto.

9. Release .

(a) Each of Parent, Borrower and each other Guarantor hereby acknowledge and agrees that as of June 29, 2012, the aggregate outstanding principal amount of the Advances under the Credit Agreement was $0 and the Letter of Credit Usage was $5,865,925.27 and that such Obligations are payable pursuant to the Credit Agreement as modified hereby without defense, offset, withholding, counterclaim, or deduction of any kind. For the avoidance of doubt, Parent, Borrower and each other Guarantor hereby acknowledge and agrees that the foregoing does not include accrued and unpaid interest, fees, costs, and expenses under the Loan Documents. Parent and each other Guarantor hereby acknowledges, confirms and reaffirms (i) that all of such Obligations constitute Guarantied Obligations (as defined in the Guaranty), and (ii) all obligations owing by it to the Lender Group under any Loan Document to which it is a party, in each case, are unconditionally owing by it to the Agent, without offset, defense, withholding, counterclaim, or deduction of any kind, nature, or description whatsoever.

(b) Effective on the date hereof, each of Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to Borrower or such Guarantor (each a “ Releasee ” and collectively, the “ Releasees ”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “ Claim ” and collectively, the “ Claims ”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforseen, past or present, liquidated or unliquidated, suspected or unsuspected, which Borrower or such Guarantor ever had from the beginning of the world to the date hereof, now has, or might hereafter have against any such Releasee which Claims relate, directly or indirectly, to any act or omission by any Releasee that occurred

on or prior to the date of this Amendment and relate, directly or indirectly, to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Amendment or the Loan Documents. As to each and every Claim released hereunder, each of Borrower and each Guarantor hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, each of Borrower and each Guarantor also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Each of Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. Each of Borrower and each Guarantor understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c) Each of Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each of Borrower and each Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents. If Borrower, any Guarantor or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

10. Choice of Law and Venue; Jury Trial Waiver; Judicial Reference . THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

11. Counterpart Execution . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together shall constitute but one and

the same agreement. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission shall be equally effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

12. Effect on Loan Documents .

(a) The Credit Agreement and the Security Agreement, each as amended hereby, and each of the other Loan Documents, as amended as of the date hereof, shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment shall not operate, except as expressly set forth herein, as a waiver of, consent to, or a modification or amendment of, any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement and the Security Agreement expressly set forth herein, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The amendments, consents, waivers and modifications set forth herein are limited to the specified hereof, shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further or other matter under the Loan Documents and shall not be construed as an indication that any future waiver of covenants or any other provision of the Credit Agreement or any other Loan Document will be agreed to, it being understood that the granting or denying of any waiver which may hereafter be requested by Borrower remains in the sole and absolute discretion of the Agent and the Lenders.

(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. Upon and after the effectiveness of this Amendment, each reference in the Security Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Security Agreement, and each reference in the other Loan Documents to “the Security Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Security Agreement, shall mean and be a reference to the Security Agreement as modified and amended hereby.

(d) Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”, “hereunder”, and similar terms in this Amendment refer to this Amendment as a whole and not to any particular provision of this Amendment. Section, subsection, clause, schedule, and exhibit references herein are to this Amendment unless otherwise specified. Any reference in this Amendment to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein to any Person shall be construed to include such Person’s successors and assigns.

13. Entire Agreement . This Amendment, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the matters amended hereby and supersedes any and all prior or contemporaneous amendments or understandings with respect to the matters amended hereby, whether express or implied, oral or written.

14. Reaffirmation of Obligations . Each of Parent and Borrower hereby reaffirms its obligations under each Loan Document to which it is a party. Each of Parent and Borrower hereby further ratifies, reaffirms, acknowledges, agrees, and confirms the validity and enforceability of all of the Liens and security interests granted, pursuant to and in connection with the Security Agreement or any other Loan Document, to Agent, as collateral security for the Obligations under the Loan Documents in accordance with their respective terms, and acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such Obligations, continue to be and remain collateral for such Obligations from and after the date hereof.

15. Ratification . Each of Parent and Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as amended hereby.

16. Severability . In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[signature pages follow]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed and delivered as of the date first above written.

	HAWAIIAN HOLDINGS, INC. ,
	a Delaware corporation, as Parent


	By:	/s/ MARK B. DUNKERLEY
	Name:	Mark B. Dunkerley
	Title:	President & CEO

	By:	/s/ SCOTT E. TOPPING
	Name:	Scott E. Topping
	Title:	EVP, CFO & Treasurer


	HAWAIIAN AIRLINES, INC. ,
	a Delaware corporation, as Borrower


	By:	/s/ MARK B. DUNKERLEY
	Name:	Mark B. Dunkerley
	Title:	President & CEO

	By:	/s/ SCOTT E. TOPPING
	Name:	Scott E. Topping
	Title:	EVP, CFO & Treasurer


	AIRLINE CONTRACT MAINTENANCE AND EQUIPMENT, INC.,
	a Delaware corporation


	By:	/s/ MARK B. DUNKERLEY
	Name:	Mark Dunkerley
	Title:	Chief Executive Officer & President

	By:	/s/ HOYT ZIA
	Name:	Hoyt Zia
	Title:	Secretary

[SIGNATURE PAGE TO AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO TO AMENDED AND RESTATED SECURITY AGREEMENT]

	WELLS FARGO CAPITAL FINANCE, INC. ,
	a California corporation, as Agent and as a Lender


	By:	/s/ AMELIE YEHROS
	Name:	Amelie Yehros
	Title:	SVP

[SIGNATURE PAGE TO AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO TO AMENDED AND RESTATED SECURITY AGREEMENT]

	BANK OF HAWAII , as a Lender


	By:	/s/ DONOVAN KOKI
	Name:	Donovan Koki
	Title:	S.V.P.

[SIGNATURE PAGE TO AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO TO AMENDED AND RESTATED SECURITY AGREEMENT]

Exhibit A

REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Amended and Restated Credit Agreement, dated as of December 10, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “ Lender ” and, collectively, the “ Lenders ”), WELLS FARGO CAPITAL FINANCE, INC. , a California corporation, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “ Agent ”), HAWAIIAN HOLDINGS, INC. , a Delaware corporation (“ Parent ”), and HAWAIIAN AIRLINES, INC. , a Delaware corporation (“ Borrower ”). Reference is made to that certain Amendment Number Five to Amended and Restated Credit Agreement and Waiver and Amendment Number Two to Amended and Restated Security Agreement, dated as of June 29, 2012 (the “ Amendment ”), by and among Parent, Borrower, Agent and the Lenders signatory thereto. Each undersigned Guarantor hereby (a) represents and warrants to the Agents and the Lenders that the execution, delivery, and performance of this Reaffirmation and Consent (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) do not and will not (A) violate any material provision of federal, state or local law or regulation applicable to it, the Governing Documents of it, or any material order, judgment or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of such Guarantor except to the extent such conflict, breach or default could not individually or in the aggregate reasonably be expected to have a Material Adverse Change, (C) require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than notices and filings as may be required under the Securities Exchange Act of 1934, as amended, (D) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets of such Guarantor, other than Permitted Liens, or (E) require any approval of its interestholders or any approval or consent of any Person under any Material Contract of such Guarantor, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Change; (b) consents and agrees to the amendment of the Credit Agreement and the Security Agreement as set forth in the Amendment and any waivers granted therein, and agrees to the terms of the release set forth in Section 9 thereof; (c) acknowledges, ratifies, and reaffirms its obligations owing to the Agent and the Lenders under any Loan Document to which it is a party; (d) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect, as amended by the Amendment; and (e) reaffirms, acknowledges, agrees and confirms that is has granted to Agent a perfected security interest in the Collateral in order to secure all of its present and future Guarantied Obligations (as defined in the Guaranty) and acknowledges and agrees that such security interest, and all Collateral heretofore pledged as security for the Obligations, continue to be and remain in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party effective as of the date hereof. All Obligations owing by each of the undersigned are unconditionally owing by such Person to Agent and the Lenders, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, they each understand that neither Agent nor any Lender has any obligations to inform it of such matters related to the Credit Agreement in the future or to seek its acknowledgment or agreement to future amendments to the Credit Agreement, and nothing herein shall create such a duty. Delivery of an

executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. The validity of this Reaffirmation and Consent, its construction, interpretation and enforcement, and the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the laws of the State of New York. This Reaffirmation and Consent is a Loan Document.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and Consent to be executed as of the date of the Amendment.

	HAWAIIAN HOLDINGS, INC. ,
	a Delaware corporation


	By:
	Name:
	Title:


	By:
	Name:
	Title:


	AIRLINE CONTRACT MAINTENANCE AND EQUIPMENT, INC. ,
	a Delaware corporation


	By:
	Name:
	Title:


	By:
	Name:
	Title:

[SIGNATURE PAGE TO REAFFIRMATION AND CONSENT TO AMENDMENT NUMBER FIVE TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER TWO

Exhibit 10.2

Amendment N°7

to the Airbus A330/A350XWB Purchase Agreement

Dated as of January 31, 2008

Between

AIRBUS S.A.S.

And

HAWAIIAN AIRLINES, INC.

This Amendment N°7 (hereinafter referred to as the “ Amendment ”), entered into as of May 23, 2012, between Airbus S.A.S., organized and existing under the laws of the Republic of France, having its registered office located at 1, Rond-Point Maurice Bellonte, 31700 Blagnac, France (hereinafter referred to as the “ Seller ”), and Hawaiian Airlines, Inc. a corporation, organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 3375 Koapaka Street, Ste. G-350, Honolulu, Hawaii, 96819, USA (hereinafter referred to as the “ Buyer ”).

WITNESSETH

WHEREAS, the Buyer and the Seller have entered into an Airbus A330/A350XWB Purchase Agreement dated as January 31, 2008, which agreement, as previously amended by and supplemented with all exhibits, appendices, and letter agreements and amendments, including Amendment No. 1 dated as of June 26, 2008, Amendment No. 2 dated as of November 27, 2009, Amendment No. 3 dated as of March 3, 2010, Amendment No. 4 dated as of August 3, 2010, Amendment No. 5 dated as of November 22, 2010 and Amendment No. 6 dated as of November 14, 2011 (collectively, the “ Agreement ”) relates to the sale by the Seller and the purchase by the Buyer of certain aircraft, under the terms and conditions set forth in said Agreement;

WHEREAS, capitalized terms used herein and not otherwise defined herein will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Amendment; and

WHEREAS, the Buyer and the Seller wish to amend certain terms of the Agreement as set forth herein;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

1. DELIVERY SCHEDULE

1.1 One A330-200 Aircraft with an A330-200 Scheduled Delivery Quarter of [**] 2013 is rescheduled to the [**] 2013 .

1.2 The delivery schedule set forth in Clause 9.1.1 of the Agreement with respect to A330-200 Aircraft is hereby is deleted in its entirety and replaced with the following between the QUOTE and UNQUOTE:

QUOTE

Aircraft N°1*		[**] 2011
Aircraft N°2		[**] 2011
Aircraft N°3		[**] 2012
Aircraft N°4*		[**] 2012
Aircraft N°5		[**] 2012
Aircraft N°6		[**] 2013
Aircraft N°7**		[**] 2013
Aircraft N°8		[**] 2013
Aircraft N°9**		[**] 2013
Aircraft N°10*		[**] 2013
Aircraft N°11		[**] 2014
Aircraft N°12**		[**] 2014
Aircraft N°13*		[**] 2014
Aircraft N°14*		[**] 2014
Aircraft N°15**		[**] 2014
Aircraft N°16*		[**] 2015
Aircraft N°17**		[**] 2015
Aircraft N°18**		[**] 2015

[**]

UNQUOTE

1.3 The A330-200 Aircraft identified in Clause 9.1.1 of the Agreement (as amended by this Amendment) as Aircraft N°9 and with a [**] 2013 A330-200 Scheduled Delivery Quarter will have a Scheduled Delivery [**] 2013. The Scheduled Delivery [**] for Aircraft N°1 through Aircraft N°13 are [**] 2011, [**] 2011, [**] 2012, [**] 2012, [**] 2012, [**] 2013, [**] 2013, [**] 2013, [**] 2013, [**] 2013, [**] 2014, [**] 2014 and [**] 2014, respectively.

2. [**]

3. EFFECT OF THE AMENDMENT

3.1 The provisions of this Amendment are binding on both parties upon execution hereof and payment of the Predelivery Payments as set forth in paragraph 2 above. The Agreement will be deemed to be amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

3.2 Both parties agree that this Amendment will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Amendment will be governed by the provisions of said Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

4. CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.9 of the Agreement.

5. COUNTERPARTS

This Amendment may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument.

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below.

Very truly yours,

AIRBUS S.A.S.

By:	/s/ CHRISTOPHE MOUREY

Name:	Christophe Mourey

Title:	Senior Vice President Contracts


Accepted and Agreed

Hawaiian Airlines, Inc.

By:	/s/ MARK B. DUNKERLEY

Name:	Mark B. Dunkerley

Title:	President and Chief Executive Officer

and

By:	/s/ SCOTT E. TOPPING

Name:	Scott E. Topping

Title:	Executive Vice President, Chief Financial Officer
	& Treasurer

[**] – Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Exhibit 12

Hawaiian Holdings, Inc.

Computation of Ratio of Earnings to Fixed Charges

(in thousands)

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
	(in thousands, except for ratio)
Earnings (Loss)
Income (loss) before income taxes	$	6,309	$	(82,573	)	$	18,168	$	(81,087	)

Additions:
Total fixed charges (see below)	22,019		19,505			41,803		38,087

Subtractions:
Interest capitalized	2,176		1,944			4,749		3,160
Earnings (Loss) as adjusted	$	26,152	$	(65,012	)	$	55,222	$	(46,160	)

Fixed Charges:
Interest on indebtedness, expensed or capitalized	$	9,470	$	3,844		$	17,371	$	6,728
Amortization of debt expense	1,252		1,045			2,399		1,355
Portion of rental expense representative of the interest factor	11,297		14,616			22,033		30,004
Total fixed charges	$	22,019	$	19,505		$	41,803	$	38,087

Ratio of earnings to fixed charges	1.19		—			1.32		—

Coverage deficiency	$	—	$	84,517		$	—	$	84,247

Exhibit 31.1

CERTIFICATION

I, Mark B. Dunkerley, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. for the quarter ended June 30, 2012;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2012	By:	/s/ Mark B. Dunkerley
	Mark B. Dunkerley
	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Scott E. Topping, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. for the quarter ended June 30, 2012;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 26, 2012	By:	/s/ Scott E. Topping
	Scott E. Topping
	Executive Vice President, Chief Financial Officer and Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. (the “Company”) for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark B. Dunkerley, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 26, 2012	By:	/s/ Mark B. Dunkerley
	Mark B. Dunkerley
	President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hawaiian Holdings, Inc. (the “Company”) for the period ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott E. Topping, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 26, 2012	By:	/s/ Scott E. Topping
	Scott E. Topping
	Executive Vice President, Chief Financial Officer and Treasurer