EXHIBIT A TO WARRANT TO
                                               PURCHASE SERIES E PREFERRED STOCK

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. W-__                                             _________ ___, 2005

                                     WARRANT
                         to Purchase the Common Stock of
                             Hawaiian Holdings, Inc.

      THIS CERTIFIES THAT, for value received, ___________ having an address at
_____________, 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 $7.20 per share (subject to adjustment
as provided herein), at any time, from and after the Initial Exercise Date to
and including June 1, 2010, ______________ shares of the fully paid and
nonassessable Common Stock (as herein defined) (as such number may be adjusted
as provided herein).

      The shares of Common Stock which may be purchased pursuant to this Warrant
are referred to herein as the "Aggregate Number". Certain terms used in this
Warrant are defined in Section 6.

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

      The number of shares of Common Stock purchasable hereunder ("Warrant
Shares") is subject to adjustment as hereinafter set forth. 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 Common 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 (B) payment to the Company of the Warrant Purchase
Price for the Warrant Shares being purchased (i) by cash or by certified check
or bank draft, (ii) as provided in Section 1(b) or (iii) any combination
thereof. In the case of payment of all or a portion of the Warrant Purchase
Price pursuant to Section 1(b), the direction of the Holder to made a "cashless
exercise" shall serve as accompanying payment for that potion of the Warrant
Purchase Price. 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, and with an Aggregate Number equal to, 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) Cashless Exercise. If the sale of the Warrant Shares is not covered by
a registration statement under the Securities Act, the Holder shall have the
right to pay all or a portion of the Warrant Purchase Price by making a
"Cashless Exercise" pursuant to this Section 1(b), in which case (i) shares of
the Company's Common Stock other than the Warrant Shares or (ii) at any time
after June 1, 2006, the Warrant Shares to be acquired upon the exercise of this
Warrant may be applied to pay the exercise price in connection with the exercise
of this Warrant in whole or in part. Any shares of Common Stock or Warrant
Shares transferred to the Company as payment of the exercise price under this
Warrant shall be valued at the Fair Market Value of such shares of Common Stock
or Warrant Shares.

      (c) 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.

      (d) 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.


                                        2



      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.


                                       3



                  (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 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 Common Stock to
            provide therefore

                  (B) Issuance of Shares. 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.

                  (C) Listing on Securities Exchanges. The Company promptly will
            procure at its sole expense the listing of all Warrant Shares then
            registered for public sale (subject to issuance or notice of
            issuance) on all stock exchanges on which the shares of Common Stock
            are then listed.

      4.    Participation in Distributions of Common Stock and Certain
            Adjustments.

      Under certain conditions, the Aggregate Number is subject to adjustment as
set forth in this Section 4. No adjustments shall be made under this Section 4
as a result of the issuance by the Company of the Warrant Shares upon exercise
of this Warrant.

      (a) Adjustments. The Aggregate Number, after taking into consideration any
prior adjustments pursuant to this Section 4, shall be subject to adjustment
from time to time as follows and, thereafter, as adjusted, shall be deemed to be
the Aggregate Number hereunder. No adjustment shall be made under this Section
4(a) upon the issuance of Convertible Securities or Common Stock issuable upon
exercise or conversion of such Convertible Securities if an adjustment shall
previously have been made upon the issuance of such Convertible Securities
pursuant to Section 4(c).

                        (i) Stock Dividends; Subdivisions and Combinations. In
                  case at any time or from time to time the Company shall:

                  (A) issue to the holders of the Common Stock a dividend
            payable in, or other distribution of, Common Stock (a "Stock
            Dividend"),


                                       4



                  (B) subdivide its outstanding shares of Common Stock into a
            larger number of shares of Common Stock, including without
            limitation by means of a stock split (a "Stock Subdivision"), or

                  (C) combine its outstanding shares of Common Stock into a
            smaller number of shares of Common Stock (a "Stock Combination"),

            then the Aggregate Number in effect immediately prior thereto shall
            be (1) proportionately increased in the case of a Stock Dividend or
            a Stock Subdivision and (2) proportionately decreased in the case of
            a Stock Combination. In the event the Company shall declare or pay,
            without consideration, any dividend on the Common Stock payable in
            any right to acquire Common Stock for no consideration, then the
            Company shall be deemed to have made a Stock Dividend in an amount
            of shares equal to the maximum number of shares issuable upon
            exercise of such rights to acquire Common Stock.

                        (ii) Other Distributions. In case at any time or from
                  time to time the Company shall take a record of the holders of
                  the Common 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:

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

                  (B) 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

                  (C) 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 Common Stock
            and all subsequent dividends and distributions of any nature
            whatsoever in respect of any stock or


                                       5



            securities paid as dividends and distributions and originating
            directly or indirectly from such Common Stock.

                  A reclassification of the Common Stock into shares of Common
            Stock and shares of any other class of stock shall be deemed a
            Distribution by the Company to the holders of the Common Stock of
            such shares of such other class of stock and, if the outstanding
            shares of Common Stock shall be changed into a larger or smaller
            number of shares of Common Stock as a part of such reclassification,
            such event shall be deemed a Stock Subdivision or Stock Combination,
            as the case may be, of the outstanding shares of Common Stock within
            the meaning of Section 4(a)(i) hereof.

                        (iii) Issuance of Common Stock. If at any time or from
                  time to time the Company shall (except as hereinafter provided
                  in this Section 4(a)(iii)) issue or sell any additional shares
                  of Common Stock for a consideration per share less than the
                  Fair Market Value, then, effective on the date specified
                  below, the Aggregate Number shall be adjusted by multiplying
                  (A) the Aggregate Number immediately prior thereto by (B) a
                  fraction, the numerator of which shall be the sum of the
                  number of shares of Common Stock outstanding immediately prior
                  to the issuance of such additional shares of Common Stock
                  (calculated on a Fully Diluted basis) and the number of such
                  additional shares of Common Stock so issued and the
                  denominator of which shall be the sum of the number of shares
                  of Common Stock outstanding immediately prior to the issuance
                  of such additional shares of Common Stock (calculated on a
                  Fully Diluted basis) and the number of shares of Common Stock
                  which the aggregate consideration for the total number of such
                  additional shares of Common Stock so issued would purchase at
                  the Fair Market Value. The date as of which the Fair Market
                  Value shall be computed shall be the earlier of the date on
                  which the Company shall enter into a firm contract or
                  commitment for the issuance of such additional shares of
                  Common Stock or the date of actual issuance of such additional
                  shares of Common Stock.

      The provisions of this Section 4(a)(iii) shall not apply to any issuance
of additional shares of Common Stock for which an adjustment is otherwise
provided under Section 4(a)(i) hereof. No adjustment of the Aggregate Number
shall be made under this Section 4(a)(iii) upon:

                  (A) the issuance of any additional shares of Common Stock
            which are issued pursuant to (x) the exercise of other subscription
            or purchase rights or (y) the exercise of any conversion or exchange
            rights in any Convertible Securities, provided that for purposes of
            clauses (x) or (y) an adjustment shall previously have been made
            upon the issuance of such other rights or upon the issuance of such
            Convertible Securities pursuant to Section 4(a)(iv) or (v) hereof or
            no such adjustment shall have been required upon the issuance of
            such other rights or Convertible Securities;


                                       6



                  (B) the issuance of Common Stock in any merger or other
            acquisition of a business or Person approved by the Board of
            Directors of the Company;

                  (C) the issuance of Common Stock in a Qualified Public
            Offering;

                  (D) the issuance of Common Stock upon the exercise of rights
            issued in connection with the contemplated rights offering by the
            Company for the purpose of the redemption of the Series A
            Subordinated Convertible Notes and Series B Subordinated Convertible
            Notes issued by the Corporation (collectively, the "Subordinated
            Convertible Notes"), prior to the first anniversary of the issuance
            of the Subordinated Convertible Notes;

                  (E) the issuance of up to 1,500,000 shares of Common Stock
            issuable to unions of Hawaiian Airlines, Inc., in transactions
            approved by the Board of Directors of the Company;

                  (F) the issuance of shares of Common Stock upon the exercise
            of stock options or other awards made or denominated in shares of
            Common Stock under the Company's 2005 Stock Incentive Plan or any of
            the Company's other stock plans including any stock option, stock
            purchase, restricted stock or similar plan hereafter adopted by the
            Board of Directors of the Company and, if required by applicable law
            or stock exchange requirement, approved by the stockholders of the
            Company;

                  (G) the issuance of Common Stock on exercise or conversion of
            Convertible Securities outstanding on the Closing Date; or

                  (H) the issuance of Common Stock pursuant to Convertible
            Securities to financial institutions or similar entities in
            transactions approved by the Board of Directors of the Company, the
            principal purpose of which is not raising capital through the sale
            of equity securities.

                        (iv) Warrants and Options. If at any time or from time
                  to time the Company shall take a record of the holders of the
                  Common Stock for the purpose of entitling them to receive a
                  distribution of, or shall in any manner (whether directly, by
                  assumption in a merger in which the Company is the surviving
                  corporation and in which the shareholders of the Company
                  immediately prior to the merger continue to own more than
                  fifty percent (50%) of the outstanding Common Stock
                  immediately after the merger and for a period of one hundred
                  eighty (180) days thereafter, or otherwise) issue or sell any
                  warrants, options or other rights to subscribe for or
                  purchase, directly or indirectly, any Convertible Securities,
                  whether or not the rights to subscribe, purchase, exchange or
                  convert thereunder are immediately exercisable, and the
                  consideration per share for which additional shares of Common
                  Stock may at any time thereafter be issuable pursuant to


                                       7



                  such warrants, options or other rights or pursuant to the
                  terms of such Convertible Securities shall be less than the
                  Fair Market Value, then the Aggregate Number shall be adjusted
                  as provided in Section 4(a)(iii) hereof on the basis that (A)
                  the maximum number of additional shares of Common Stock
                  issuable pursuant to all such warrants, options or other
                  rights or necessary to effect the conversion or exchange of
                  all such Convertible Securities shall be deemed to have been
                  issued as of the date of the determination of the Fair Market
                  Value as hereinafter provided and (B) the aggregate
                  consideration for such maximum number of additional shares of
                  Common Stock shall be deemed to be the minimum consideration
                  received and receivable by the Company for the issuance of
                  such additional shares of Common Stock pursuant to the terms
                  of such warrants, options or other rights or such Convertible
                  Securities. For purposes of this Section 4(a)(iv), the
                  effective date of such adjustment and the date as of which the
                  Fair Market Value shall be computed shall be the earliest of
                  (x) the date on which the Company shall take a record of the
                  holders of the Common Stock for the purpose of entitling them
                  to receive any such warrants, options or other rights, (y) the
                  date on which the Company shall enter into a firm contract or
                  commitment for the issuance of such warrants, options or other
                  rights and (z) the date of actual issuance of such warrants,
                  options or other rights.

            No adjustment of the Aggregate Number shall be made under this
            Section 4(a)(iv) upon:

                  (A) the issuance of any warrants, options or other rights
            which are issued pursuant to the exercise of any warrants, options
            or other rights if an adjustment shall have been made or is
            contemporaneously made or if no such adjustment shall have been
            required upon the issuance of such warrants, options or other
            rights, pursuant to this Section 4(a)(iv);

                  (B) the issuance of warrants, options or other rights to
            subscribe for or purchase Convertible Securities in any merger or
            other acquisition of a business or Person approved by the Board of
            Directors of the Company;

                  (C) the issuance of warrants, options or other rights to
            subscribe for or purchase shares of Common Stock or other awards
            made or denominated in shares of Common Stock under the Company's
            2005 Stock Incentive Plan or any of the Company's other stock plans
            including any stock option, stock purchase, restricted stock or
            similar plan hereafter adopted by the Board of Directors of the
            Company and, if required by applicable law or stock exchange
            requirement, approved by the stockholders of the Company;

                  (D) the issuance of rights to purchase Common Stock issued in
            connection with the contemplated rights offering by the Company for
            the purpose of the redemption of the Subordinated Convertible Notes,
            prior to the first anniversary of the issuance of the Subordinated
            Convertible Notes; or


                                       8



                  (E) the issuance of options, warrants or other rights to
            subscribe for or purchase Convertible Securities to financial
            institutions or similar entities in transactions approved by the
            Board of Directors of the Company, the principal purpose of which is
            not raising capital through the sale of equity securities.

                        (v) Convertible Securities. If at any time or from time
                  to time the Company shall take a record of the holders of the
                  Common Stock for the purpose of entitling them to receive a
                  distribution of or shall in any manner (whether directly, by
                  assumption in a merger in which the Company is the surviving
                  corporation and in which the shareholders of the Company
                  immediately prior to the merger continue to own more than
                  fifty percent (50%) of the outstanding Common Stock
                  immediately after the merger and for a period of one hundred
                  eighty (180) days thereafter, or otherwise) issue or sell
                  Convertible Securities, whether or not the rights to exchange
                  or convert thereunder are immediately exercisable, and the
                  consideration per share for the additional shares of Common
                  Stock which may at any time thereafter be issuable pursuant to
                  the terms of such Convertible Securities shall be less than
                  the Fair Market Value, then the Aggregate Number shall be
                  adjusted as provided in Section 4(a)(iii) hereof on the basis
                  that (A) the maximum number of additional shares of Common
                  Stock necessary to effect the conversion or exchange of all
                  such Convertible Securities shall be deemed to have been
                  issued as of the date of the determination of the Fair Market
                  Value as herein provided and (B) the aggregate consideration
                  for such maximum number of additional shares of Common Stock
                  shall be deemed to be the minimum consideration received and
                  receivable by the Company for the issuance of such additional
                  shares of Common Stock pursuant to the terms of such
                  Convertible Securities. For purposes of this Section 4(a)(v),
                  the effective date of such adjustment and the date as of which
                  the Fair Market Value shall be computed shall be the earliest
                  of (x) the date on which the Company shall take a record of
                  the holders of the Common Stock for the purpose of entitling
                  them to receive any such Convertible Securities, (y) the date
                  on which the Company shall enter into a firm contract or
                  commitment for the issuance of such Convertible Securities and
                  (z) the date of actual issuance of such Convertible
                  Securities.

            No adjustment of the Aggregate Number shall be made under this
      Section 4(a)(v) upon:

                  (A) the issuance of any Convertible Securities which are
            issued pursuant to the exercise of any warrants, options or other
            subscription or purchase rights if an adjustment shall previously
            have been made or is contemporaneously made or if no such adjustment
            shall have been required upon the issuance of such warrants, options
            or other rights pursuant to Section 4(a)(iv) hereof;


                                       9



                  (B) the issuance of Convertible Securities in any merger or
            other acquisition of a business or Person approved by the Board of
            Directors of the Company;

                  (C) the issuance of Convertible Securities upon the exercise,
            conversion or the extension of the term of Convertible Securities
            outstanding on the Closing Date or the cancellation and reissuance
            with identical terms and conditions except for a longer term of any
            such Convertible Securities outstanding on the Closing Date; or

                  (D) the issuance of Convertible Securities to financial
            institutions or similar entities in transactions approved by the
            Board of Directors of the Company, the principal purpose of which is
            not raising capital through the sale of equity securities.

                        (vi) Subsequent Adjustments. If at any time after any
                  adjustment of the Aggregate Number shall have been made
                  pursuant to Section 4(a) (iv) or (v) hereof on the basis of
                  the issuance of warrants, options or other rights or the
                  issuance of Convertible Securities, or after any new
                  adjustments of the Aggregate Number shall have been made
                  pursuant to this Section 4(a)(vi), then:

                  (A) such warrants, options or rights or the right of
            conversion or exchange in such Convertible Securities shall expire,
            and all or a portion of such warrants, options or rights, or the
            right of conversion or exchange in respect of all or a portion of
            such Convertible Securities, as the case may be, shall not have been
            exercised prior to such expiration, then

                  (B) such previous adjustment shall be rescinded and annulled
            and the additional shares of Common Stock which were deemed to have
            been issued by virtue of the computation made in connection with
            such adjustment shall no longer be deemed to have been issued by
            virtue of such computation;

                  (C) simultaneously therewith, a recomputation shall be made of
            the effect of such warrants, options or rights or Convertible
            Securities on the determination of the Aggregate Number, which shall
            be made on the basis of treating the number of additional shares of
            Common Stock, if any, theretofore actually issued pursuant to any
            previous exercise of such warrants, options or rights or such right
            of conversion or exchange as having been issued on the date or dates
            of such exercise and, in the case of a recomputation of a
            calculation originally made pursuant to Section 4(a)(iv) or (v), for
            the consideration actually received and receivable therefor;

                  and, if and to the extent called for by the foregoing
            provisions of Section 4(a)(vi) on the basis aforesaid, a new
            adjustment of the Aggregate Number shall be made, such new
            adjustment shall supersede the previous adjustment so rescinded and
            annulled.


                                       10



                        (vii) Miscellaneous. The following provisions shall be
                  applicable to the making of adjustments of the Aggregate
                  Number provided above in this Section 4(a):

                  (A) Whenever the Aggregate Number is adjusted pursuant to this
            Section 4(a), the Warrant Purchase Price per Warrant Share payable
            upon exercise of this Warrant shall be adjusted by multiplying the
            Warrant Purchase Price immediately prior to such adjustment by a
            fraction, the numerator of which shall be the Aggregate Number prior
            to such adjustment, and the denominator of which shall be the
            Aggregate Number following such adjustment.

                  (B) The sale or other disposition of any issued shares of
            Common Stock owned or held by or for the account of the Company or
            any of its Subsidiaries shall be deemed an issuance thereof for the
            purposes of this Section 4(a).

                  (C) To the extent that any additional shares of Common Stock
            or any Convertible Securities or any warrants, options or other
            rights to subscribe for or purchase any Convertible Securities (1)
            are issued solely for cash consideration, the consideration received
            by the Company therefor shall be deemed to be the amount of the cash
            received by the Company therefor or (2) are offered by the Company
            for subscription, the consideration received by the Company shall be
            deemed to be the subscription price, in any such case excluding any
            amounts paid or receivable for accrued interest or accrued or
            accumulated dividends. To the extent that such issuance shall be for
            a consideration other than cash, or partially for cash and partially
            for other consideration, then the amount of such consideration shall
            be deemed to be the fair market value of such other consideration
            plus, if applicable, the amount of such cash at the time of such
            issuance, determined in the manner set forth in Section 4(d)(ii). In
            case any additional shares of Common Stock or any Convertible
            Securities or any warrants, options or other rights to subscribe for
            or purchase any Convertible Securities shall be issued in connection
            with any merger in which the Company is the survivor and issues any
            securities, the amount of consideration therefor shall be deemed to
            be the fair market value of such additional shares of Common Stock,
            Convertible Securities, warrants, options or other rights, as the
            case may be, determined in the manner set forth in Section 4(d)(ii).

                  The consideration for any shares of Common Stock issuable
            pursuant to the terms of any Convertible Securities shall be equal
            to (x) the consideration received by the Company for issuing any
            warrants, options or other rights to subscribe for or purchase such
            Convertible Securities, plus (y) the consideration paid or payable
            to the Company in respect of the subscription for or purchase of
            such Convertible Securities, plus (z) the consideration, if any,
            payable to the Company upon the exercise of the right of conversion
            or exchange of such Convertible Securities.


                                       11



                  In case of the issuance at any time of any additional shares
            of Common Stock or Convertible Securities in payment or satisfaction
            of any dividends upon any class of stock other than Common Stock,
            the Company shall be deemed to have received for such additional
            shares of Common Stock or Convertible Securities a consideration
            equal to the amount of such dividend so paid or satisfied.

                  (D) The adjustments required by the preceding paragraphs of
            this Section 4(a) shall be made whenever and as often as any
            specified event requiring an adjustment shall occur, except that no
            adjustment of the Aggregate Number that would otherwise be required
            shall be made if the amount of such adjustment shall be less than
            one percent (1%) of the number of Warrant Shares issuable upon
            exercise of the Warrants immediately prior to such adjustment. Any
            adjustment representing a change of less than such minimum amount
            (except as aforesaid) shall be carried forward and made as soon as
            such adjustment, together with other adjustments required by this
            Section 4(a) and not previously made, would result in a minimum
            adjustment. For the purpose of any adjustment, any specified event
            shall be deemed to have occurred at the close of business on the
            date of its occurrence.

                  (E) In computing adjustments under this Section 4(a),
            fractional interests in Common Stock shall be taken into account to
            the nearest one-thousandth of a share.

                  (F) If the Company shall take a record of the holders of the
            Common Stock for the purpose of entitling them to receive a dividend
            or distribution or subscription or purchase rights and shall,
            thereafter and before the distribution to shareholders thereof,
            legally abandon its plan to pay or deliver such dividend,
            distribution, subscription or purchase rights, then no adjustment
            shall be required by reason of the taking of such record and any
            such adjustment previously made in respect thereof shall be
            rescinded and annulled.

      (b) Changes in Common 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 Common Stock) in connection with
which the previous outstanding Common 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 and without duplication of any adjustment made pursuant to
Section 4(a)(i), 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


                                       12



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) Other Action Affecting Capital Stock. In case at any time or from time
to time the Company shall take any action of the type contemplated in Section
4(a) or (b) hereof but not expressly provided for by such provisions (other than
the granting of stock appreciation rights, phantom stock rights or other rights
with equity features) other than cash bonuses, then, unless in the opinion of
the Company's Board of Directors such action will not have a material adverse
effect upon the rights of the Holder (taking into consideration, if necessary,
any prior actions which the Company's Board of Directors deemed not to
materially adversely affect the rights of the Holder), the Aggregate Number
shall be adjusted in such manner and at such time as the Company's Board of
Directors may in good faith determine to be equitable in the circumstances.

      (d) Notices.

                  (i) 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 the Common Stock or to make any other distribution to the
            holders of the Common Stock, (B) to offer to the holders of the
            Common Stock rights to subscribe for or to purchase any Convertible
            Securities or additional shares of Common 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 the Common 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, (F) to effect
            the liquidation, dissolution or winding up of the Company, or (G) to
            effect any other action which would require an adjustment under this
            Section 4, 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 Common Stock, if
            any such date is to be fixed, or the date on which the transfer of
            Common 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 Common Stock and on the Aggregate
            Number after giving effect to any adjustment which will be required
            as a result of such action. 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
            Common 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 Common Stock.


                                       13



                  (ii) Adjustment Notice. Whenever the Aggregate Number is to be
            adjusted pursuant to this Section 4, unless otherwise agreed by the
            Holder, the Company shall promptly (and in any event within twenty
            (20) Business Days after the event requiring the adjustment) prepare
            a certificate signed by the Chief Financial Officer of the Company,
            setting forth, in reasonable detail, the event requiring the
            adjustment and the method by which such adjustment is to be
            calculated. The Company shall keep at its principal office copies of
            all such certificates and cause the same to be available for
            inspection at said office during normal business hours by the Holder
            or any prospective purchaser of the Warrant (in whole or in part) if
            so designated by the Holder.

      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, including, without limitation, the adjustments
required under Section 4 hereof, 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 Common 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 Common 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 have the meaning set forth in the
      recitals hereto.

            (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) "Cashless Exercise" shall have the meaning set forth in Section
      1(b).


                                       14



            (e) "Closing Date" shall mean June 1, 2005.

            (f) "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.

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

            (h) "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.

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

            (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) "Fair Market Value" shall mean, with respect to a share of
      Common Stock on any date: (i) the fair market value of the outstanding
      Common Stock over then ten (10) trading days prior to the date of
      calculation based upon (a) if the Common Stock is listed on a national
      securities exchange, the closing price per share of Common Stock on each
      such day published in The Wall Street Journal (National Edition) or, if no
      such closing price on each such day is published in The Wall Street
      Journal (National Edition), the average of the closing bid and asked
      prices on each such day, as officially reported on the principal national
      securities exchange on which the Common Stock is then listed or admitted
      to trading; (b) if the Common Stock is not then listed or admitted to
      trading on any national securities exchange, but is designated as a
      national market system security, the last trading price of the Common
      Stock on each such day; and (c) if there shall have been no trading on any
      such day or if the Common Stock is not so designated, the average of the
      reported closing bid and asked price of the Common Stock, on each such day
      as shown by NASDAQ and reported by any member firm of the NYSE selected by
      the Company; or (ii) if none of (i)(a), (b) or (c) is applicable, a market
      price per share determined in good faith by the Board of Directors of the
      Company, which shall be deemed to be "Fair Market Value".

            (l) "Fully Diluted" shall mean, with respect to the Common Stock as
      of a particular time, the total number of outstanding shares of Common
      Stock as of such time as determined by treating (i) the shares issuable
      under the Warrants as having been issued and (ii) all outstanding and
      "in-the-money" and then exercisable Convertible Securities, as having been
      converted, exercised or exchanged and the shares issuable thereunder as
      having been issued.

            (m) "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.

            (n) "Person" shall mean any individual, firm, corporation, limited
      liability


                                       15



      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.

            (o) "Qualified Public Offering" shall mean the consummation of a
      firm commitment public offering of the Common Stock of the Company by a
      nationally recognized investment banking firm pursuant to an effective
      registration statement under the Securities Act covering the offer and
      sale of such securities for cash for the account of the Company.

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

            (q) 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.

            (r) "Stock Combination" shall have the meaning set forth in Section
      4(a)(i).

            (s) "Stock Dividend" shall have the meaning set forth in Section
      4(a)(i).

            (t) "Stock Subdivision" shall have the meaning set forth in Section
      4(a)(i).

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

            (v) "Total Warrant Shares" shall mean the shares of Common Stock
      issuable upon exercise of the Total Warrants and which have not been so
      exercised.

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

            (x) "Warrant Purchase Price" shall mean the purchase price of $7.20
      per share of Common Stock payable upon exercise of this Warrant, as
      adjusted as provided herein.

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

            (z) "Warrant Shares" shall have the meaning set forth in the fourth
      paragraph hereto.

            (aa) 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


                                       16



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 Aggregate Number, 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.


                                       17



      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.


                                       18



      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]




                                       19




      IN WITNESS WHEREOF, Hawaiian Holdings, Inc. has caused this Warrant to be
signed by its duly authorized officer under its corporate seal, duly attested by
its authorized officer, and dated as of __________ __, 2005.


                             HAWAIIAN HOLDINGS, INC.


                             By:_______________________________
                                  Name:
                                  Title:

ATTEST:

----------------------------





                                       20



                                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 Common
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 Common 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)



                                       2