Item 1.01 Entry into a Material Definitive Agreement.
On
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
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
The interest on the Equipment Notes is payable semi-annually on each
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 ofAugust 5, 2020 , betweenWilmington Trust, National Association , as trustee, andHawaiian Airlines, Inc. , to Pass Through Trust Agreement, dated as ofMay 29, 2013 . 4.2 Trust Supplement No. 2020-1B, dated as ofAugust 5, 2020 , betweenWilmington Trust, National Association , as trustee, andHawaiian Airlines, Inc. , to Pass Through Trust Agreement, dated as ofMay 29, 2013 . 4.3 Intercreditor Agreement, dated as ofAugust 5, 2020 , amongWilmington Trust, National Association , as pass through trustee under the pass through trusts, andWilmington Trust, National Association , as subordination agent. 4.4 Note Purchase Agreement, dated as ofAugust 5, 2020 , amongHawaiian Airlines, Inc. ,Wilmington Trust, National Association , as pass through trustee under the pass through trusts, andWilmington Trust, National Association , as subordination agent. 4.5 Form of Participation Agreement (Participation Agreement betweenHawaiian Airlines, Inc. andWilmington 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 betweenHawaiian Airlines, Inc. andWilmington Trust, National Association , as mortgagee) (Exhibit B to Note Purchase Agreement) (included in Exhibit 4.4). 4.7 Form ofHawaiian Airlines, Inc. Pass Through Certificate, Series 2020-1A (included in Exhibit 4.1). 4.8 Form ofHawaiian 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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