Item 1.01 Entry into a Material Definitive Agreement.

On August 5, 2020, Hawaiian Airlines, Inc. ("Hawaiian"), a wholly owned subsidiary of Hawaiian Holdings, Inc. ("Holdings" and together with Hawaiian, the "Company"), and Wilmington Trust, National Association, as subordination agent and pass through trustee (the "Trustee") under two pass through trusts newly formed by Hawaiian (the "Pass Through Trusts"), entered into a Note Purchase Agreement, dated as of August 5, 2020 (the "Note Purchase Agreement").

The Note Purchase Agreement provides for the issuance by Hawaiian of two series of equipment notes (the "Equipment Notes") in the aggregate principal amount of $261,986,000 to finance two Airbus A330-243 aircraft and six Airbus A321-200neo aircraft (collectively, such aircraft to be financed, the "Aircraft"). Pursuant to the Note Purchase Agreement, the Trustee purchased the Equipment Notes issued under separate Trust Indentures and Mortgages (each, an "Indenture" and collectively, the "Indentures") with respect to such Aircraft.

Each Indenture contemplates the issuance of the Equipment Notes in two series: Series A, bearing interest at the rate of 7.375% per annum, and Series B, bearing interest at the rate of 11.250% per annum, in aggregate principal amounts of $216,976,000 and $45,010,000, respectively. The Equipment Notes were purchased by the Trustee, using the proceeds from the sale of Class A Pass Through Certificates, Series 2020-1 (the "Class A Certificates") and Class B Pass Through Certificates, Series 2020-1 (the "Class B Certificates" and together with the Class A Certificates, the "Certificates"), issued through the Pass Through Trusts to facilitate the financing of the Aircraft.

The interest on the Equipment Notes is payable semi-annually on each March 15 and September 15, beginning on March 15, 2021. The principal payments of the Equipment Notes are scheduled for payment on March 15 and September 15 of each year, commencing on March 15, 2021. The final payments on the Series A Equipment Notes and the Series B Equipment Notes will be due on September 15, 2027 and September 15, 2025, respectively.

The maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including a failure by Hawaiian (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving Hawaiian. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and will be cross collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.

The Certificates were offered in reliance on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act") for offers and sales of securities that do not involve a public offering, and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on acknowledgements, representations and agreements made by the initial purchasers in a certificate purchase agreement.

The foregoing description of these agreements and instruments is qualified in its entirety by reference to these agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein.

Item 2.03 Creation of Direct Financial Obligation.

The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.                                     Description

4.1            Trust Supplement No. 2020-1A, dated as of August 5, 2020, between
             Wilmington Trust, National Association, as trustee, and Hawaiian
             Airlines, Inc., to Pass Through Trust Agreement, dated as of May 29,
             2013.

4.2            Trust Supplement No. 2020-1B, dated as of August 5, 2020, between
             Wilmington Trust, National Association, as trustee, and Hawaiian
             Airlines, Inc., to Pass Through Trust Agreement, dated as of May 29,
             2013.

4.3            Intercreditor Agreement, dated as of August 5, 2020, among
             Wilmington Trust, National Association, as pass through trustee under
             the pass through trusts, and Wilmington Trust, National Association,
             as subordination agent.

4.4            Note Purchase Agreement, dated as of August 5, 2020, among Hawaiian
             Airlines, Inc., Wilmington Trust, National Association, as pass
             through trustee under the pass through trusts, and Wilmington Trust,
             National Association, as subordination agent.

4.5            Form of Participation Agreement (Participation Agreement between
             Hawaiian Airlines, Inc. and Wilmington Trust, National Association, as
             mortgagee, subordination agent and pass through trustee under the pass
             through trusts) (Exhibit A to Note Purchase Agreement) (included in
             Exhibit 4.4).

4.6            Form of Indenture (Trust Indenture and Mortgage between Hawaiian
             Airlines, Inc. and Wilmington Trust, National Association, as
             mortgagee) (Exhibit B to Note Purchase Agreement) (included in Exhibit
             4.4).

4.7            Form of Hawaiian Airlines, Inc. Pass Through Certificate, Series
             2020-1A (included in Exhibit 4.1).

4.8            Form of Hawaiian Airlines, Inc. Pass Through Certificate, Series
             2020-1B (included in Exhibit 4.2).

104          Cover Page Interactive Data File (formatted as Inline XBRL)

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