EXHIBIT 10.2
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JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of August 29, 2002 (this "AGREEMENT"),
is made by Hawaiian Holdings, Inc., a Delaware corporation ("HAWAIIAN HOLDINGS")
and AIP, LLC, a Delaware limited liability company ("AIP LLC").
WHEREAS, Hawaiian Airlines, Inc., a Hawaii corporation ("HAWAIIAN"),
Airline Investors Partnership, L.P., a Delaware limited partnership ("AIP"), the
Air Line Pilots Association, Hawaiian Master Executive Council ("ALPA"), the
Association of Flight Attendants ("AFA"), and the International Association of
Machinists ("IAM" and together with ALPA and AFA, the "UNIONS"), have previously
entered into a Stockholders Agreement (the "STOCKHOLDERS AGREEMENT"), dated as
of January 31, 1996, relating to, among other things, the corporate governance
of Hawaiian and the protection of certain interests of the Unions;
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of May
2, 2002, (the "HAWAIIAN MERGER AGREEMENT"), by and among, Hawaiian, HA Sub Inc.
and Hawaiian Holdings, and the Agreement and Plan of Merger, dated as of May 2,
2002 (the "AIP MERGER AGREEMENT"), by and among Hawaiian Holdings, AIP General
Partner, Inc., AIP, Inc. and AIP Merger Sub, Inc., on the date hereof, Hawaiian
will become a wholly owned subsidiary (directly and indirectly) of Hawaiian
Holdings (the "PROPOSED REORGANIZATION");
WHEREAS, it is a condition to the consummation of the Proposed
Reorganization that Hawaiian Holdings and AIP LLC (the "PARTIES") enter into
this Agreement, as successors in interest to the rights and obligations of
Hawaiian and AIP, respectively, under the Stockholders Agreement; and
WHEREAS, the Parties desire to enter into this Agreement to acknowledge
such rights and obligations.
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
JOINDER
Section 1.1 ACCESS TO INFORMATION. The Parties hereby
acknowledge, agree and confirm that they have received and reviewed a copy (in
execution form) of the Stockholders Agreement (including, without limitation,
all schedules, amendments, supplements and other modifications thereto.
Section 1.2 ASSUMPTION OF RIGHTS AND OBLIGATIONS; AGREEMENT TO BE
BOUND. In accordance with Section 5.10 of the Stockholders Agreement, (i)
Hawaiian Holdings hereby acknowledges and agrees that, from and after the date
of this Agreement, Hawaiian Holdings shall assume all of the rights and
obligations of Hawaiian under the Stockholders Agreement, (ii)
2
AIP LLC hereby acknowledges and agrees that, from and after the date of this
Agreement, AIP LLC shall assume all of the rights and obligations of AIP under
the Stockholders Agreement, and (iii) the Parties hereby acknowledge and agree
to be bound by all of the covenants, agreements, acknowledgments and other terms
and provisions of the Stockholders Agreement.
ARTICLE II
MISCELLANEOUS
Section 2.1 NO FURTHER AMENDMENT. Except as set forth in Section
1.2 hereof, all of the covenants, agreements, acknowledgments and other terms
and provisions of the Stockholders Agreement shall remain unchanged and in full
force and effect.
Section 2.2 SUCCESSORS AND ASSIGNS. All the terms and provisions
of this Agreement shall inure to the benefit of and be binding upon the Parties
and their respective successors and assigns; provided, however, no Party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other Party.
Section 2.3 ENTIRE AGREEMENT. This Agreement (together with the
Stockholders Agreement) constitutes the complete understanding and agreement
among the Parties with respect to the subject matter hereof.
Section 2.4 FURTHER ASSURANCES. The Parties hereby agree, for
themselves and their successors and assigns, to prepare, execute and deliver or
cause to be prepared, executed and delivered such further instruments and
documents, and to take such other actions as may be reasonably required to more
effectively carry out the intent and purposes of this Agreement and the
transactions contemplated hereby and thereby.
Section 2.5 GOVERNING LAW. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without
regard to the principles of conflicts of law thereof.
Section 2.6 COUNTERPARTS. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
Section 2.7 HEADINGS. All section headings herein are for
convenience of reference and are not part of this Agreement, and no construction
or interference shall be derived therefrom.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have duly executed this Agreement as of the day and year first above written.
HAWAIIAN HOLDINGS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Anzai
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Anzai
Title: Vice President, General Counsel
and Corporate Secretary
AIP, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Member
