THE OFFER AND SALE OF THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE
UNDERLYING SHARES OF STOCK HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER THIS WARRANT NOR
THE UNDERLYING STOCK, NOR ANY PORTION THEREOF OR INTEREST THEREIN, MAY BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED AND QUALIFIED
IN ACCORDANCE WITH SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, SUCH REGISTRATION AND
QUALIFICATION ARE NOT REQUIRED.

Warrant No. PW-1                                                    June 2, 2005

                                     WARRANT
                   to Purchase the Series E Preferred Stock of
                             Hawaiian Holdings, Inc.

      THIS CERTIFIES THAT, for value received, RC Aviation, LLC having an
address at 12730 High Bluff Drive, Suite 180, San Diego, CA 92130, or registered
assigns, is entitled to purchase from Hawaiian Holdings, Inc., a Delaware
corporation, or any successor (the "Company"), in whole or in part, at a
purchase price of $246,816 per share of Series E Preferred Stock (as herein
defined), at any time, from and after the Initial Exercise Date to and including
June 1, 2010, 200 shares of the fully paid and nonassessable Series E Preferred
Stock (as such number may be adjusted as provided herein).

      This Warrant is issued in connection with the Equity Commitment Letter.

      This Warrant is subject to the following provisions, terms and conditions:

      1. (a) Exercise of Warrant. The rights represented by this Warrant may be
exercised by the Holder hereof, in whole or in part (but not as to a fractional
share of Series E Preferred Stock), by (A) the delivery of this Warrant,
together with a properly completed Subscription Form in the form attached
hereto, to the principal office of the Company at 12730 High Bluff Drive, Suite
180, San Diego, California 92130 (or to such other address as it may designate
by notice in writing to the Holder) and payment to the Company of the Warrant
Purchase Price for the Warrant Shares being purchased by cash or by certified
check or bank draft. The Company agrees that the shares so purchased shall be
deemed to be issued to the Holder as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been delivered to
the Company and payment made for such shares as aforesaid. Certificates for the
shares so purchased shall be delivered to the Holder within ten (10) Business
Days after the rights represented by this Warrant shall have been so exercised,
and, unless this Warrant has expired, a new Warrant representing the right to
purchase the number of Warrant Shares, if any, with respect to which this
Warrant shall not then have been exercised, in all other respects identical with
this Warrant, shall also be issued and delivered to the Holder within such time,
or, at the request of such Holder, appropriate notation may be made on this
Warrant and signed by the Company and the same returned to such Holder.





      (b) Transfer Restriction Legend. Each certificate for Warrant Shares
issued upon exercise of this Warrant, unless at the time of exercise the offer
and sale of such Warrant Shares are registered under the Securities Act, shall
bear the following legend (and any additional legend required by applicable law
or rule) on the face thereof:

            The offer and sale of the shares of stock represented hereby have
            not been registered pursuant to the Securities Act of 1933, as
            amended, or any state securities law. Neither these shares, nor any
            portion thereof or interest therein, may be sold, transferred or
            otherwise disposed of unless the same are registered and qualified
            in accordance with said Act and any applicable state securities law,
            or, in the opinion of counsel reasonably satisfactory to the
            Company, such registration and qualification are not required.

The provisions of Section 2 shall be binding upon all holders of certificates
for Warrant Shares bearing the above legend and shall also be applicable to all
holders of this Warrant.

      (c) Expenses and Taxes on Exercise. The Company shall pay all expenses,
taxes and other charges payable in connection with the preparation, execution
and delivery of any stock certificates and substitute Warrants pursuant to this
Section 1, except that, in case such stock certificates or Warrants shall be
registered in a name or names other than the name of the holder of this Warrant,
funds sufficient to pay all stock transfer taxes which shall be payable upon the
execution and delivery of such stock certificates or Warrants shall be paid by
the Holder to the Company at the time the Company delivers such stock
certificates or Warrants to the Company for exercise.

      (d) Mandatory Exchange of Warrant. Notwithstanding any other provision of
this Warrant, upon (x) the approval by the stockholders of the Company, at the
Company's next meeting of stockholders, of an increase in the number of
authorized shares of Common Stock of the Company to at least 120 million shares
(the "Stockholder Approval") and (y) the filing with the Secretary of State of
the State of Delaware of an amendment to the Certificate of Incorporation of the
Company as contemplated by the Stockholder Approval (the "Required Filing"),
this Warrant shall be automatically exchanged for a warrant in the form attached
hereto as Exhibit A (the "Common Stock Purchase Warrant") to purchase a number
of shares of Common Stock equal to the Aggregate Number relating to the Warrant
Shares at the time of such exchange at the Common Stock Warrant Exercise Price.
Upon the Company's receipt of the Stockholder Approval and the completion of the
Required Filing, the Holder shall surrender this Warrant at the Principal Office
of the Company and receive in consideration therefor the Common Stock Purchase
Warrant. Such surrender shall not be a condition, however, to the cancellation
on the Company's books of this Warrant and the substitution on such books of the
Common Stock Purchase Warrant, which shall be deemed outstanding on and after
the date of the Stockholder Approval and shall be dated as of the date of such
Stockholder Approval.

      2. (a) Warrants and Warrant Shares Not Registered; Transferee
Restrictions. Each Holder, by acceptance thereof, represents and acknowledges
that the offer and sale of this Warrant and the Warrant Shares which may be
purchased upon exercise of this Warrant are not





being registered under the Securities Act, that the issuance of this Warrant and
the offering and sale of such Warrant Shares are being made in reliance on the
exemption from registration under Section 4(2) of the Securities Act as not
involving any public offering and that the Company's reliance on such exemption
is predicated in part on the representations made by the initial Holder of this
Warrant to the Company that such Holder (i) is acquiring this Warrant for
investment purposes for its own account, with no present intention of reselling
or otherwise distributing the same in violation of the Securities Act, subject,
nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control, (ii) is an "accredited investor" as
defined in Regulation D under the Securities Act and (iii) has such knowledge
and experience in financial and business matters that it is capable of
evaluating the merits and risks of the investments made or to be made in
connection with the acquisition and exercise of this Warrant. Neither this
Warrant nor the related Warrant Shares may be transferred except pursuant to an
effective registration statement under the Securities Act or upon the conditions
specified in Section 2(b).

      (b) Notice of Transfer, Opinion of Counsel. Each Holder, by acceptance
hereof, agrees that prior to the disposition of this Warrant or of any Warrant
Shares, other than pursuant to an effective registration under the Securities
Act, such Holder will give written notice to the Company expressing such
Holder's intention to effect such disposition and describing briefly such
Holder's intention as to the manner in which this Warrant or the Warrant Shares
theretofore issued or thereafter issuable upon exercise hereof, are to be
disposed together with an opinion of counsel as may be designated by such Holder
and reasonably satisfactory to the Company as to the necessity or non-necessity
of registration under the Securities Act. If in the opinion of such counsel, the
proposed disposition does not require registration under the Securities Act of
the disposition of this Warrant and/or the Warrant Shares issuable or issued
upon the exercise of this Warrant, such Holder shall be entitled to dispose of
this Warrant and/or the Warrant Shares theretofore issued upon the exercise
hereof, all in accordance with the terms of the notice delivered by such Holder
to the Company. The Company is entitled to rely on the most recent written
notice from the Holder with respect to the ownership of the Warrant.

      3. Representations, Warranties and Covenants of the Company.

            (a) The Company hereby represents and warrants that:

                  (A) The Company has full corporate power and authority to
            execute and deliver this Warrant.

                  (B) The execution and delivery of this Warrant and the
            consummation by the Company of the transactions contemplated hereby
            have been duly and validly approved by all necessary corporate
            action on the part of the Company.

                  (C) This Warrant has been duly executed and delivered by the
            Company and constitutes the legal, valid and binding obligation of
            the Company, enforceable in accordance with its terms.





                  (D) The Holder of this Warrant, when such Warrant is issued by
            the Company to such Holder, shall have good title thereto free from
            all taxes, liens and charges with respect to the issuance thereof.

            (b)   The Company hereby covenants and agrees that:

                  (A) Reservation of Shares. During the period within which the
            rights represented by this Warrant may be exercised, the Company
            will have at all times authorized, and reserved for the purpose of
            issue or transfer upon exercise of the rights evidenced by this
            Warrant, a sufficient number of shares of the Series E Preferred
            Stock to provide therefor.

                  (B) The Warrant Shares issued pursuant to the exercise of this
            Warrant will, upon issuance, be duly and validly issued, fully paid
            and nonassessable and the holder of such Warrant Shares shall have
            good title to such Warrant Shares free from all taxes, liens and
            charges with respect to the issuance thereof.

      4. Participation in Distributions; Changes;.

      (a) Distributions. In case at any time or from time to time the Company
shall take a record of the holders of its Common Stock and its Series E
Preferred Stock for the purpose of entitling them to receive any dividend or
other distribution, other than a distribution of Common Stock, Convertible
Securities or options, warrants or other rights to subscribe for or purchase any
Convertible Securities (collectively, a "Distribution"), of:

                        (i) Cash (other than regular quarterly dividends payable
                  out of current consolidated earnings);

                        (ii) any evidences of its indebtedness, any shares of
                  its Capital Stock (other than Common Stock) or any other
                  securities or property of any nature whatsoever (other than
                  cash); or

                        (iii) any options, warrants or other rights to subscribe
                  for or purchase any of the following: any evidences of its
                  indebtedness, any shares of its Capital Stock (other than
                  Common Stock) or any other securities or property of any
                  nature whatsoever (other than cash),

                  then the Holder shall be entitled to receive such Distribution
                  as if the Holder had fully exercised this Warrant upon the
                  exercise of this Warrant at any time on or after the taking of
                  such record, the number of Warrant Shares to be received upon
                  exercise of this Warrant determined as stated herein and, in
                  addition and without further payment, the cash, evidences of
                  indebtedness, stock, securities, other property, options,
                  warrants and/or other rights (or any portion thereof) to which
                  the Holder would have been entitled by way of such
                  Distribution and subsequent dividends and distributions
                  through the date of exercise as if such Holder (x) had fully
                  exercised this Warrant immediately prior to such Distribution
                  and (y) had retained the Distribution in respect of the Series
                  E Preferred Stock and all





                  subsequent dividends and distributions of any nature
                  whatsoever in respect of any stock or securities paid as
                  dividends and distributions and originating directly or
                  indirectly from such Series E Preferred Stock.

      (b) Changes in Series E Preferred Stock. In case at any time the Company
shall initiate any transaction or be a party to any transaction (including,
without limitation, a merger, consolidation, share exchange, sale, lease or
other disposition of all or substantially all of the Company's assets,
liquidation, recapitalization or reclassification of the Series E Preferred
Stock) in connection with which the outstanding Series E Preferred Stock shall
be changed into or exchanged for different securities of the Company or Capital
Stock or other securities of another corporation or interests in a non-corporate
entity or other property (including cash) or any combination of the foregoing
(each such transaction being herein called a "Transaction"), then, as a
condition of the consummation of the Transaction, lawful, enforceable and
adequate provision shall be made so that the Holder shall be entitled to receive
upon exercise of this Warrant at any time on or after the consummation of the
Transaction, in lieu of the Warrant Shares issuable upon such exercise prior to
such consummation, the securities or other property (including cash) to which
such Holder would have been entitled upon consummation of the Transaction if
such Holder had exercised this Warrant immediately prior thereto (subject to
adjustments from and after the consummation date as nearly equivalent as
possible to the adjustments provided for in this Section 4). The foregoing
provisions of this Section 4(b) shall similarly apply to successive
Transactions.

      (c) Notice of Proposed Actions. In case the Company shall propose (A) to
pay any dividend payable in stock of any class to the holders of its Capital
Stock or to make any other distribution to the holders of its Capital Stock, (B)
to offer to the holders of its Capital Stock rights to subscribe for or to
purchase any Convertible Securities or additional shares of Capital Stock or
shares of stock of any class or any other securities, warrants, rights or
options, (other than the exercise of pre-emptive rights by such a holder) (C) to
effect any reclassification of its Capital Stock, (D) to effect any
recapitalization, stock subdivision, stock combination or other capital
reorganization, (E) to effect any consolidation or merger, share exchange, or
sale, lease or other disposition of all or substantially all of its property,
assets or business, or (F) to effect the liquidation, dissolution or winding up
of the Company, then in each such case the Company shall give to the Holder
written notice of such proposed action, which shall specify the date on which a
record is to be taken for the purposes of such stock dividend, stock
subdivision, stock combination, distribution or rights, or the date on which
such reclassification, recapitalization, reorganization, consolidation, merger,
share exchange, sale, lease, transfer, disposition, liquidation, dissolution,
winding up or other transaction is to take place and the date of participation
therein by the holders of Capital Stock, if any such date is to be fixed, or the
date on which the transfer of Capital Stock is to occur, and shall also set
forth such facts with respect thereto as shall be reasonably necessary to
indicate the effect of such action on the Series E Preferred Stock. Such notice
shall be so given in the case of any action covered by clause (A) or (B) above
at least ten (10) days prior to the record date for determining holders of the
Series E Preferred Stock for purposes of such action and, in the case of any
other such action, at least ten (10) days prior to the earlier of the date of
the taking of such proposed action or the date of participation therein by the
holders of the Series E Preferred Stock.




      5. No Dilution or Impairment. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, share exchange, dissolution or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, and will at all times in good faith assist in
the carrying out of all such terms and in taking of all such action as may be
necessary or appropriate to protect the rights of the Holder against dilution or
other impairment. Without limiting the generality of the foregoing and
notwithstanding any other provision of this Warrant to the contrary (including
by way of implication), the Company (a) will not increase the par value of any
shares of Series E Preferred Stock receivable on the exercise of this Warrant
above the amount payable therefor on such exercise or (b) will take all such
action as may be necessary or appropriate so that the Company may validly and
legally issue fully paid and nonassessable shares of Series E Preferred Stock on
the exercise of this Warrant.

      6. Definitions. The terms defined in this Section 6, whenever used in this
Warrant, shall, unless the context otherwise requires, have the respective
meanings hereinafter specified:

          (a) "Aggregate Number" shall mean 6,856,000, as adjusted as provided
in the Certificate of the Designations, Preferences and Rights of Series E
Preferred Stock of the Company, which adjustment shall occur whether the
dilutive event occurs prior to or subsequent to the date of the exercise of this
Warrant or the Common Stock Purchase Warrant.

          (b) "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law or executive order to close.

          (c) "Capital Stock" shall mean (a) with respect to any Person that is
a corporation, any and all shares, interests or equivalents in capital stock
(whether voting or nonvoting, and whether common or preferred) of such
corporation, and (b) with respect to any Person that is not a corporation, any
and all partnership, membership, limited liability company or other equity
interests of such Person that confer on a Person the right to receive a share of
the profits and losses of, or the distribution of assets of, the issuing Person;
and in each case, any and all warrants, rights or options to purchase, and all
conversion or exchange rights, voting rights, calls or rights of any character
with respect to, any of the foregoing, including, without limitation, any rights
in respect of any change in the value of any of the foregoing, including stock
appreciation rights and similar interests.

          (d) "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company or any other Capital Stock of the Company into which such
stock is reclassified or reconstituted.

          (e) "Common Stock Warrant Exercise Price" shall mean $7.20 per share
of Common Stock, as adjusted as provided in the Common Stock Warrant as if such
Common Stock Warrant were currently outstanding.

          (f) "Company" shall have the meaning set forth in the introductory
paragraph hereto.

          (g) "Convertible Securities" shall mean evidences of indebtedness,
shares of stock





or other securities (including, without limitation, options and warrants) which
are directly or indirectly convertible, exercisable or exchangeable, with or
without payment of additional consideration in cash or property, for shares of
Common Stock, either immediately or upon the onset of a specified date or the
happening of a specified event.

          (h) "Distribution" shall have the meaning set forth in Section
4(a)(i).

          (i) "Distribution Event" shall mean (a) a liquidation, dissolution or
winding up of the Company, (b) any transaction or series of transactions which
results in the disposition to a Person or group of affiliated Persons of greater
than fifty percent (50%) of the voting power of the Company, (c) any merger,
consolidation, share exchange or other form of corporate reorganization in which
the Company is a party in which the outstanding shares of the Company are issued
or exchanged for securities or other consideration issued, or caused to be
issued, whereby holders of the voting stock of the Company immediately prior to
such transaction hold less than fifty percent (50%) of the voting power of the
Company immediately after such transaction, or (d) the sale of all or
substantially all of the assets of the Company.

          (j) "Equity Commitment Letter" shall mean that certain agreement
between RC Aviation, LLC and the Company dated August 24, 2004 for the provision
of, among other things, equity financing to the Company in an amount up to $60
million.

          (k) "Holder" shall mean any holder of an interest in the Warrant or
the outstanding Warrant Shares who becomes a holder in compliance with Section 2
hereof.

          (l) "Initial Exercise Date" shall mean the earlier of (x) December 1,
2005 and (y) the record date for a Distribution Event, if such Warrant is not
exchangeable for the Common Stock Purchase Warrant prior to such date.

          (m) "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, Governmental Authority or other
entity of any kind, and shall include any successor (by merger or otherwise) of
such entity.

          (n) "Required Holders" shall mean the holders of a majority of the
Total Warrant Shares.

          (o) "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations
thereunder as the same shall be in effect at the time.

          (p) "Series E Preferred Stock" shall mean the Series E Preferred
Stock, par value $0.01 per share, of the Company or any other Capital Stock of
the Company into which such stock is reclassified or reconstituted.

          (q) "Total Warrants" shall mean this Warrant, together with any
portions thereof assigned or transferred.

          (r) "Total Warrant Shares" shall mean the shares of Series E Preferred
Stock




issuable upon exercise of the Total Warrants and which have not been so
exercised.

          (s) "Transaction" shall have the meaning set forth in Section 4(b).

          (t) "Warrant Purchase Price" shall mean the purchase price of $246,816
per share of Series E Preferred Stock.

          (u) "Warrants" shall mean this Warrant and all Warrants issued in
exchange, transfer or replacement thereof.

          (v) "Warrant Shares" shall mean the 200 shares of Series E Preferred
Stock issuable upon the exercise of this Warrant.

          (w) As used herein, any reference to a specified percentage of
Warrants or Warrant Shares shall exclude any Warrants or Warrant Shares held by
the Company or a subsidiary thereof.

      7. Exchange, Replacement and Assignability . This Warrant is exchangeable,
upon the surrender hereof by the Holder at the office or agency of the Company
described in Section 1, for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of shares which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of shares as shall be designated by such Holder at the time of such
surrender. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of Warrants and, in the case of any such loss,
theft or destruction, of an indemnity letter (reasonably satisfactory to the
Company) of an institutional holder of such Warrants, or in other cases, of a
bond of indemnity or other security satisfactory to the Company, or, in the case
of any such mutilation, upon surrender or cancellation of Warrants, the Company
will issue to the Holder a new Warrant of like tenor and date, in lieu of this
Warrant or such new Warrants, representing the right to purchase the number of
shares which may be purchased hereunder. Subject to compliance with Section 2,
this Warrant and all rights hereunder are transferable in whole or in part upon
the books of the Company by the registered holder hereof in person or by duly
authorized attorney, and new Warrants shall be made and delivered by the
Company, of the same tenor and date as this Warrant but registered in the name
of the transferees, upon surrender of this Warrant, duly endorsed, to the
appropriate office or agency of the Company. All expenses, taxes (other than
stock transfer taxes) and other charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section 7 shall
be paid by the Company.

     8. Transfer Books, No Rights as Stockholder, Survival of Rights. The Company
will at no time close its transfer books against the transfer of this Warrant or
any Warrant Shares in any manner which interferes with the timely exercise of
this Warrant. This Warrant shall not entitle the Holder to any voting rights or
any rights as a stockholder of the Company. The rights and obligations of the
Company, of the Holder of this Warrant and of any Holder of Warrant Shares
issued upon exercise of this Warrant pursuant to the terms of this Warrant shall
survive the exercise of this Warrant.

      9. Omissions and Indulgences; Amendment and Waiver.





          (a) It is agreed that any waiver, permit, consent or approval of any
kind or character on the Holder's part of any breach or default under this
Warrant, or any waiver on the Holder's part of any provisions or conditions of
this Warrant must be in writing.

          (b) Any amendment, supplement or modification of or to any provision
of this Warrant, any waiver of any provision of this Warrant and any consent to
any departure by any party from the terms of any provision of this Warrant shall
be effective only if it is made or given in writing and signed by the Company
and the Required Holders; provided, however, that no such amendment, supplement
or modification may be made without the written consent of the Holder if such
amendment, supplement or modification changes the Warrant Purchase Price or the
expiration date of this Warrant.

          (c) Any amendment or waiver consented to as provided in this Section 9
is binding upon each future holder of this Warrant and upon the Company without
regard to whether this Warrant has been marked to indicate such amendment or
waiver.

      10. Rights of Transferees. Subject to compliance with Section 2, the
rights granted to the Holder hereunder of this Warrant shall pass to and inure
to the benefit of all subsequent transferees of all or any portion of the
Warrant (provided that the Holder and any transferee shall hold such rights in
proportion to their respective ownership of the Warrant and Warrant Shares)
until extinguished pursuant to the terms hereof.

      11. Captions. The titles and captions of the Sections and other provisions
of this Warrant are for convenience of reference only and are not to be
considered in construing this Warrant.

      12. Notices. All notices, demands and other communications provided for or
permitted hereunder shall be made in writing and shall be by registered or
certified first-class mail, return receipt requested, telecopy, overnight
courier service or personal delivery:

      (a) if to the Company:

            Hawaiian Holdings, Inc.
            12730 High Bluff Drive
            Suite 180
            San Diego, California  92130

            Attention: Chief Executive Officer
            Facsimile:

            with copies to:

            Dechert LLP
            30 Rockefeller Plaza
            New York, New York 10112
            Attention: Charles I. Weissman, Esq.
            Facsimile: (212) 698-3599




      (b) if to the Holder:

            Facsimile:

            with copies to:

All such notices and communications shall be deemed to have been duly given:
when delivered by hand, if personally delivered; when delivered by courier, if
delivered by commercial overnight courier service; five (5) Business Days after
being deposited in the mail, postage prepaid, if mailed; and when receipt is
acknowledged, if telecopied.

      13. Successors and Assigns. This Warrant shall be binding upon and inure
to the benefit of the parties hereto and their respective successors or heirs
and personal representatives and permitted assigns; provided, that the Company
shall have no right to assign its rights, or to delegate its obligations,
hereunder without the prior written consent of the Holder.

      14. Governing Law. THIS WARRANT IS TO BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE AND WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.

      15. Severability. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, unless the provisions held
invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof. The parties hereto further agree to replace such
invalid, illegal or unenforceable provision of this Warrant with a valid, legal
and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such invalid, illegal or unenforceable
provision.

      16. Entire Agreement. This Warrant contains the entire agreement among the
parties with respect to the subject matter hereof and thereby supercedes all
prior and contemporaneous agreements or understandings with respect thereto.

      17. No Strict Construction. The Company and the Holder each acknowledge
that they have been represented by counsel in connection with this Warrant. The
Company and the Holder have participated jointly in the negotiation and drafting
of this Warrant. In the event an ambiguity or question of intent or
interpretation arises under any provision of this Warrant, this Warrant shall be
construed as if drafted jointly by the parties thereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








      IN WITNESS WHEREOF, Hawaiian Holdings, Inc. has caused this Warrant to be
signed by its duly authorized officer effective as of June 2, 2005.


                             HAWAIIAN HOLDINGS, INC.


                              By:/s/ Randall L. Jenson
                              --------------------------------------------------
                                       Name:    Randall L. Jenson
                                       Title: Chief Financial Officer, Treasurer
                                                and Secretary








                                SUBSCRIPTION FORM


To:   Hawaiian Holdings, Inc.
      12730 High Bluff Drive
      Suite 180
      San Diego, California  92130
      Attention: Chief Executive Officer
      Facsimile:

      1. The undersigned, pursuant to the provisions of the attached Warrant,
hereby elects to exercise this Warrant with respect to ________ shares of Series
E Preferred Stock (the "Exercise Amount"). Capitalized terms used but not
otherwise defined herein have the meanings ascribed thereto in the attached
Warrant.

      2. The undersigned herewith tenders payment for such shares in the
following manner (please check type, or types, of payment and indicate the
portion of the Exercise Price to be paid by each type of payment):

      ____     Exercise for Cash ___________________
      ____     Cashless Exercise ___________________

      3. Please issue a certificate or certificates representing the shares
issuable in respect hereof under the terms of the attached Warrant, as follows:


                                        ----------------------------------
                                        (Name of Record Holder/Transferee)

and deliver such certificate or certificates to the following address:

                                        -------------------------------------
                                        (Address of Record Holder/Transferee)

      4. The undersigned represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.

      5. If the Exercise Amount is less than all of the shares of Series E
Preferred Stock purchasable hereunder, please issue a new warrant representing
the remaining balance of such shares, as follows:

                                        ----------------------------------
                                        (Name of Record Holder/Transferee)




and deliver such warrant to the following address:


                                        -------------------------------------
                                        (Address of Record Holder/Transferee)



                                        -------------------------------------
                                        (Signature)



-------------------------------------
(Date)