Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
H-Lines Finance Holding Corp., a Delaware corporation, (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $160,000,000 aggregate principal amount at maturity of its 11.00% Senior Discount Notes due 2013. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
HORIZON LINES, LLC HORIZON LINES HOLDING CORP., as Issuers, the GUARANTORS party hereto, as Guarantors, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeHorizon Lines, Inc. • March 2nd, 2005 • New York
INDENTURE dated as of July 7, 2004 among Horizon Lines, LLC, a Delaware limited liability company, as issuer (“Horizon Lines”), and Horizon Lines Holding Corp., a Delaware corporation, as co-issuer (the “Company” and together with Horizon Lines, the “Issuers”), and each of the Guarantors named herein, as Guarantors, and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
Exchange and Registration Rights AgreementHorizon Lines, Inc. • March 2nd, 2005 • New York
Horizon Lines, LLC, a Delaware limited liability company (the “Company”), and Horizon Lines Holding Corp., a Delaware corporation, (“Parent” and together with the Company, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $250,000,000 aggregate principal amount of their 9.00% Senior Notes due 2012, which are guaranteed by the subsidiaries of Parent listed on the signature pages hereof. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
H-LINES FINANCE HOLDING CORP., as Issuer, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as TrusteeHorizon Lines, Inc. • March 2nd, 2005 • New York
INDENTURE dated as of December 10, 2004 between H-Lines Finance Holding Corp., a Delaware corporation, as issuer (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
PURCHASE AGREEMENT by and between H-LINES HOLDING CORP. (Company) and JAMES G. CAMERON (Purchaser) Dated as of January 28, 2005Purchase Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
PURCHASE AGREEMENT, dated as of January 28, 2005 (this “Agreement”), by and between H-Lines Holding Corp., a Delaware corporation (the “Company”), and James G. Cameron (the “Purchaser”).
AGREEMENTAgreement • March 2nd, 2005 • Horizon Lines, Inc.
AS PARTY OF THE FIRST PART: THE PUERTO RICO PORTS AUTHORITY, a public corporation and governmental Instrumentality of the Commonwealth of Puerto Rico, created by Act No. 125, approved May 7, 1942, as amended, hereinafter referred to as the “Authority”, and represented by Its Acting Executive Director, Jose G. Baquero, Esq., or any other officer acting in his stead.
CREDIT AGREEMENT dated as of July 7, 2004 among HORIZON LINES, LLC, as Borrower HORIZON LINES HOLDING CORP., as Co-Borrower The Guarantors Party Hereto The Lenders Party Hereto and UBS AG, STAMFORD BRANCH, as Administrative Agent, as Collateral Agent,...Credit Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
CREDIT AGREEMENT dated as of July 7,2004, among HORIZON LINES, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), HORIZON LINES HOLDING CORP., a Delaware corporation (the “Co-Borrower” or “Holdings”), the Guarantors party hereto, the Lenders party hereto, the Issuing Banks party hereto and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, the “Collateral Agent”) and as Mortgage Trustee.
CRANE RELOCATION AGREEMENT BETWEEN AMERICAN PRESIDENT LINES, LTD. AND SEA-LAND SERVICE, INC. AS CO-OWNERS AND PORT AUTHORITY OF GUAM Cooperative Working AgreementCrane Relocation Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Guam
This Agreement shall be known as the Crane Relocation Agreement between American President Lines, Ltd. and Sea-Land Service, Inc. as Co-Owners on the one hand (“Owners”) and Port Authority of Ours (“the Port”) on the other hand (the “Crane Relocation Agreement”).
Employment AgreementEmployment Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
This Employment Agreement, dated as of July 7, 2004 (the “Agreement”), is made by and between Horizon Lines, LLC, a Delaware limited liability company (together with any successor thereto, the “Company”) and M. Mark Urbania (the “Executive”).
COLLATERAL AGREEMENT dated as of July 7, 2004 among HORIZON LINES, LLC, the Other Grantors identified herein and UBS AG, STAMFORD BRANCH, as Collateral AgentCollateral Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
COLLATERAL AGREEMENT dated as of July 7, 2004, among Horizon Lines, LLC, a limited liability company formed under the laws of the state of Delaware (the “Borrower”). Horizon Lines Holding Corp. as co-borrower (the “Co-Borrower” or “Holdings”), the other Grantors identified herein and UBS AG, Stamford Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
PUT/CALL AGREEMENT by and among H-LINES HOLDING CORP. and the OPTIONHOLDERS signatory hereto Dated as of July 7, 2004.Put/Call Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
PUT/CALL AGREEMENT, dated as of July 7, 2004 (this “Agreement”), by and among H-LINES HOLDING CORP., a Delaware corporation (“H-Lines”) and each of the optionholders signatory hereto (each, an “Optionholder”). H-Lines and the Optionholders are each individually referred to herein as a “Party” and together collectively referred to herein as the “Parties”.
SUBLEASE, EASEMENT AND PREFERENTIAL USE AGREEMENTEasement and Preferential Use Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Alaska
This Sublease, Easement and Preferential Use Agreement (“Agreement”) is dated October 2, 1990 and is made between the City of Unalaska (“City”) and Sea-Land Services, Inc. (“Sea-Land”), a corporation organized under the laws of the state of Delaware. The City and Sea-Land are collectively referred to as “the parties”.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”), dated and effective as of July 7, 2004, is entered into by and among HLH, LLC, a Delaware limited liability company formerly known as Delian Holdings, L.L.C. (“HLH”), Horizon Lines of Puerto Rico, Inc., a Delaware corporation (“HLPR,” and, collectively with HLH, “Buyers”), CSX Domestic Shipping Corporation, a Delaware corporation (“CSX Domestic”), CSX Residual Company, a Delaware corporation (“CSX Residual,” and, collectively with CSX Domestic, “Sellers”), CSX Corporation, a Virginia corporation (“CSX”), and CSX Alaska Vessel Company, LLC, a Delaware limited liability company (“CSX Alaska”). All capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Limited Liability Company Agreement of Horizon Lines, LLC (the “Company”), dated as of February 27, 2003, as heretofore amended, supplemented or otherwise modified (the “Horizon LLC Agreement”).
H-LINES HOLDING CORP. AMENDED AND RESTATED VOTING TRUST AGREEMENTVoting Trust Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
Amended and Restated Voting Trust Agreement, dated as of October 15, 2004 (this “Agreement”), among H-Lines Holding Corp. (“Holdings”), each of the individuals or entities listed on the signature pages hereto (the “Stockholders”), and John K. Castle and any successor appointed as provided in this Agreement, as Voting Trustee (the “Voting Trustee”).
Employment AgreementEmployment Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
This Employment Agreement (the “Agreement”) dated as of July 7, 2004, (the “Effective Date”) is made by and between Horizon Lines, LLC, a Delaware limited liability company (together with any successor thereto, the “Company”) and Charles Raymond (the “Executive”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of July 7, 2004 by and among H-LINES HOLDING CORP., H-LINES SUBCORP., HORIZON LINES HOLDING CORP. and TC GROUP, L.L.C.Agreement and Plan of Merger • March 2nd, 2005 • Horizon Lines, Inc. • Delaware
This Amended and Restated Agreement and Plan of Merger, dated as of July 7, 2004 (this “Agreement”), is entered into by and among H-LINES HOLDING CORP., a Delaware corporation (“Acquiror”), H-LINES SUBCORP., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), HORIZON LINES HOLDING CORP., a Delaware corporation (“Holdings”), and TC GROUP, L.L.C. (“TC Group”), a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder, and amends and restates in whole that certain Agreement and Plan of Merger, dated as of May 22, 2004 (the “Initial Date”), by and among Acquiror, Merger Sub, Holdings and TC Group (the “Initial Agreement”). All references herein to the “date hereof” and to the “date of this Agreement” and similar references shall be deemed to refer to the Initial Date.
CAPITAL CONSTRUCTION FUND AGREEMENT WITH HORIZON LINES, LLCCapital Construction Fund Agreement • March 2nd, 2005 • Horizon Lines, Inc.
This CAPITAL CONSTRUCTION FUND AGREEMENT (the “Agreement”), entered into as of the 29th day of March, 2004, by and between the UNITED STATES OF AMERICA, represented by the Secretary of Transportation, acting by and through the Maritime Administrator, (the “Maritime Administrator”) and HORIZON LINES, LLC, a company duly organized and existing under the laws of the State of Delaware (the “Party”), a citizen of the United States of America.
AMENDMENT NO. 1Horizon Lines, Inc. • March 2nd, 2005 • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of September 30, 2004, to that certain Credit Agreement, dated as of July 7, 2004 (the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among Horizon Lines, LLC, a Delaware limited liability company, as borrower (“Borrower”), UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”), the lenders from time to time party thereto (the “Lenders”), and the other parties thereto.
HORIZON LINES HOLDING CORP. VOTING TRUST AGREEMENTVoting Trust Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
Voting Trust Agreement, dated as of July 7, 2004 (this “Agreement”), among Horizon Lines Holding Corp. (“Horizon”), each of the persons listed on the signature pages hereto (the “Stockholders”) and John K. Castle and any successor appointed as provided in this Agreement, as Voting Trustee (the “Voting Trustee”).
PREFERENTIAL USAGE AGREEMENTAgreement • March 2nd, 2005 • Horizon Lines, Inc.
THIS AGREEMENT made and entered into this 1st day of December 1985, by and between the MUNICIPALITY OF ANCHORAGE, ALASKA, a municipal corporation organized under the laws of the State of Alaska, (hereinafter called “Anchorage”) and SEA-LAND SERVICE, INC., a corporation organized under the laws of the State of Delaware (hereinafter called “Sea-Land”).
PORT OF KODIAK PREFERENTIAL USE AGREEMENT City of Kodiak and CSX Lines LLCPreferential Use Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Alaska
This Preferential Use Agreement (“Agreement”) is made and entered into 4/12/2002, between the City of Kodiak (City) and CSX Lines, LLC (CSX), a corporation organized under the laws of the state of Delaware. The City and CSX are collectively referred to as “the parties.”
AMENDED AND RESTATED GUARANTEE and INDEMNITY AGREEMENT Dated as of February 27, 2003 by and among DELIAN HOLDINGS, L.L.C. and HORIZON LINES, LLC, as Guarantors, and CSX CORPORATION, CSX ALASKA VESSEL COMPANY, LLC and SL SERVICE, INC., as BeneficiariesJoinder Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
THIS AMENDED AND RESTATED GUARANTEE AND INDEMNITY AGREEMENT, dated as of February 27, 2003 (as may be amended, modified, supplemented or restated in accordance with the terms hereof, this “Guarantee”) is by and among Delian Holdings, L.L.C., a limited liability company organized under the laws of the State of Delaware (together with its successors and permitted assigns, “New Member”), Horizon Lines, LLC (f/k/a CSX Lines, LLC), a limited liability company organized under the laws of the State of Delaware (together with its successors and permitted assigns, the “Company” or the “Subcharterer,” and together with New Member and each other person executing a Joinder Agreement from time to time, each individually a “Guarantor” and, collectively, the “Guarantors”), CSX Corporation, a corporation organized under the laws of the State of Virginia (together with its successors and permitted assigns, “CSX”), CSX Alaska Vessel Company, LLC, a limited liability company organized under the laws of t
MANAGEMENT AGREEMENTManagement Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
AGREEMENT made this 7th day of July, 2004, by and among Castle Harlan, Inc., a Delaware corporation (“CHI”) and Horizon Lines Holding Corp. (“Holdings I”), a Delaware corporation, Horizon Lines, LLC, a Delaware limited liability company (“Holdings II”), and H-Lines Holding Corp., a Delaware corporation (“Holdings III” and, together with Holdings I and Holdings II, the “Companies” and each, a “Company”).
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Delaware
This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT dated as of October 15, 2004 (this “Amendment”), amending that certain Stockholders Agreement, dated as of July 7, 2004 (the “Stockholders Agreement”), is made and entered into by and among H-Lines Holding Corp., a Delaware corporation (the “Company”), Castle Harlan Partners IV, L.P., a Delaware limited partnership (“CHP IV”), and the parties identified on the signature pages hereto.
STATE OF HAWAII DEPARTMENT OF TRANSPORTATION HARBORS DIVISION HARBOR LEASE NO. H-92-22 SEA-LAND SERVICE, INC. SHORESIDE FACILITIES FOR OPERATION AND HANDLING OF CARGO CONTAINERS SAND ISLAND CONTAINER COMPLEX HONOLULU HARBOR, OAHU, HAWAIIHorizon Lines, Inc. • March 2nd, 2005
THIS INDENTURE OF LEASE, made this 12th day of January, 1996, by and between the STATE OF HAWAII, by its Director of Transportation, hereinafter called the “LESSOR,” and SEA-LAND SERVICE, INC., whose business address is P. O. Box 1420, Honolulu, Hawaii 96806, hereinafter called the “LESSEE,”
PURCHASE AGREEMENT by and between H-LINES HOLDING CORP. (Company) and STOCKWELL FUND L.P. (Purchaser) Dated as of October 15, 2004Purchase Agreement • March 2nd, 2005 • Horizon Lines, Inc. • New York
The undersigned, Stockwell Fund L.P., as a condition precedent to becoming the owner or holder of record of (i) one hundred twenty six thousand five hundred eighty two (126,582) shares of Common Stock, par value $0.01 per share, of H-Lines Holding Corp., a Delaware corporation (the “Company”) and (ii) one million eight hundred ninety eight thousand seven hundred thirty (1,898,730) shares of Series A Redeemable Preferred Stock, par value $0.01 per share, of the Company, hereby agrees to become a “Stockholder” under, a party to, and bound by, that certain Stockholders Agreement dated as of July 7, 2004, by and among the Company and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof. This Instrument of Accession shall take effect and shall become an integral part of said Stockholders Agreement immediately upon execution and delivery to the Company of this Instrument.
INSTRUMENT OF ACCESSION STOCKHOLDERS AGREEMENTStockholders Agreement • March 2nd, 2005 • Horizon Lines, Inc.
The undersigned, Stockwell Fund, L.P., as a condition precedent to becoming the owner or holder of record of (i) one hundred twenty six thousand five hundred eighty two (126,582) shares of Common Stock, par value $0.01 per share, of H-Lines Holding Corp., a Delaware corporation (the “Company”) and (ii) one million eight hundred ninety eight thousand seven hundred thirty (1,898,730) shares of Series A Redeemable Preferred Stock, par value $0.01 per share, of the Company, hereby agrees to become a “Stockholder” under, a party to, and bound by, that certain Stockholders Agreement dated as of July 7, 2004, by and among the Company and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified through the date hereof. This Instrument of Accession shall take effect and shall become an integral part of said Stockholders Agreement immediately upon execution and delivery to the Company of this Instrument.
TERMINAL OPERATION CONTRACTTerminal Operation Contract • March 2nd, 2005 • Horizon Lines, Inc.
This Terminal Operation Contract made and entered into May 2, 2002, by and between the City of Kodiak, Alaska, a municipal corporation organized and existing under the laws of the State of Alaska, hereinafter referred to as the “City,” and CSX Lines of Alaska, LLC., a corporation organized under the laws of Delaware, hereinafter referred to as the “Operator.”
H-LINES HOLDING CORP. STOCKHOLDERS AGREEMENTStockholders Agreement • March 2nd, 2005 • Horizon Lines, Inc. • Delaware
STOCKHOLDERS AGREEMENT, dated as of July 7, 2004 (the “Agreement”), by and among (i) H-Lines Holding Corp. a Delaware corporation (the “Company”), (ii) Castle Harlan Partners IV, L.P. (“CHP IV,” and together with related accounts or funds managed by Castle Harlan, Inc. (“CHI”) or by an affiliate of CHI, referred to collectively as the “CHP Group”), (iii) the Rollover Optionholders (as hereinafter defined), (iv) the Rollover Stockholders (as hereinafter defined), (v) the Restricted Stockholders (as hereinafter defined) and (vi) such other Persons who are parties to this Agreement as of the date hereof or hereafter become parties hereto (together with the Rollover Optionholders, the Rollover Stockholders, and the Restricted Stockholders, the “Other Stockholders” and individually, an “Other Stockholder”). The Other Stockholders, the CHP Group, and the holders of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) and/or shares of preferred stock, par val
