IRREVOCABLE PROXY
Airline Investors Partnership, L.P. ("AIP") and Hawaiian
Airlines, Inc. (the "COMPANY") have entered into a Stock Purchase
Agreement, dated as of December 8, 1995 (the "STOCK PURCHASE AGREEMENT"),
pursuant to which, among other things, AIP has agreed to purchase from
the Company, subject to the terms and conditions set forth therein, (i)
18,181,818 shares of the Company's Class A Common Stock, par value $.01
per share (the "COMMON STOCK") and (ii) four shares of the Company's
Series B Special Preferred Stock (the "PREFERRED STOCK"). The Common
Stock will represent in excess of 25% of the capital stock of the Company
entitled to vote. Capitalized terms used herein and not otherwise
defined herein shall have the meanings given them in the Stock Purchase
Agreement.
The Company is subject to the foreign ownership restrictions of
the Transportation Act and the rules and regulations of the Department of
Transportation and the Federal Aviation Administration promulgated
thereunder (the "FOREIGN OWNERSHIP REGULATIONS").
Durham Investments Limited, an Isle of Jersey company
("DURHAM"), owns approximately 49.5% of the common equity (the "COMMON
EQUITY") of Pengo Industries, Inc., a Texas corporation ("PENGO"), which,
in turn, owns 25% of the Class A Common Stock of AIP, Inc., the sole
limited partner of AIP.
In order to ensure that, in conformity with the Foreign
Ownership Regulations, under all circumstances a United States citizen
will ultimately direct the voting of the shares of the Company held by
AIP in connection with actions of the Company, AIP is requiring Durham,
and Durham will agree as provided herein, to grant an irrevocable proxy
to ▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇") to vote the Common Equity under the
circumstances described herein.
NOW, THEREFORE, in consideration of the premises, Durham
hereby agrees as follows:
1. Durham hereby appoints ▇▇▇▇▇ its proxy to represent and
vote the Common Equity held of record by Durham on the record date for
determining the stockholders of Pengo eligible to vote on the matter at
issue (the "RECORD DATE"), for and in the name, place and stead of
Durham, at all regular, special or other meetings of the holders of
Pengo's Common Equity, and at any adjournment of such meetings, and to
act by consent in lieu of a meeting,
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or otherwise, solely with respect to the activities of the Company at all
times this Proxy is in effect.
2. Durham acknowledges and agrees that this Proxy is
irrevocable and is coupled with an interest. This Proxy shall be
effective as of the date that AIP acquires any shares of Common Stock and
shall remain in effect until the earliest to occur of (i) AIP no longer
owning any shares of common stock of the Company entitled to vote, and
(ii) the date on which neither Pengo nor Durham owns an interest,
directly or indirectly, in the Company.
3. This Proxy may not be sold, assigned or otherwise
transferred by ▇▇▇▇▇. If any portion of the Common Equity held by Durham
is sold, assigned or otherwise transferred to any person that is a United
States citizen, (i) the transferee of such Common Equity shall not be
bound by this Proxy, and (ii) ▇▇▇▇▇ shall have no voting rights
whatsoever with respect to any shares so sold, assigned or transferred.
4. THIS PROXY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as
of this ____ day of January, 1996.
DURHAM INVESTMENTS LIMITED
By: /S/ ▇.▇. ▇▇▇▇▇
------------------------------
Name: ▇.▇. ▇▇▇▇▇
Title: Director
