Exhibit 10.49
*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF
THE
SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED
AMENDMENT NO. 1 TO LEASE
AGREEMENT
(AIRCRAFT NO. 2)
This Amendment No. 1 to Lease
Agreement (Aircraft No. 2) (“Amendment”), dated as
of November 10, 2008, is entered into by and between Pegasus
Aviation Finance Company, a Delaware corporation, having a mailing
address at c/o AWAS Aviation Services, Inc., One West Street,
Suite 100-5, New York, NY 10004 (herein called
“Lessor”), and Hawaiian Airlines, Inc., a Delaware
corporation, having its principal place of business at 3375 Koapaka
Street, Suite G350, Honolulu, Hawaii 96819 (herein called
“Lessee”).
RECITALS
A.
Lessor and Lessee have heretofore
entered into a Lease Agreement (Aircraft No. 2) dated as of
October 21, 2008 which is being filed simultaneously herewith
(as the same may be supplemented, amended, novated or modified from
time to time, the “Lease”), pursuant to which Lessor
has agreed to lease to Lessee one factory new Airbus Model A330-200
aircraft, together with two Rolls Royce Trent 772B engines
installed thereon, as more specifically described in the Lease
Supplement attached to the Lease.
B.
The expected month for delivery of
the Aircraft pursuant to the Lease is April, 2011.
C.
Lessor and Lessee wish to amend the
terms of the Lease on the terms and conditions set forth
herein.
D.
Capitalized terms used herein and
not otherwise defined herein shall have the meaning assigned to
such terms in the Lease and reference to “Articles”
herein shall be construed to refer to Articles of the
Lease.
TERMS AND
CONDITIONS
Therefore, in consideration of the
premises, and for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto hereby agree as follows,
with effect from the date hereof:
1.
The reference in
Article 2.2.1(ii) of the Lease to “February 1,
2010” is replaced by “April 1,
2009”.
*** Material has been omitted
pursuant to a request for confidential treatment and filed
separately with the SEC
