HORIZON LINES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent 382 RIGHTS AGREEMENT Dated as of August 27, 2012382 Rights Agreement • August 28th, 2012 • Horizon Lines, Inc. • Water transportation • Delaware
WHEREAS, (a) the Company and certain of its Subsidiaries (as hereinafter defined) have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes; (b) the Company desires to avoid an “ownership change” within the meaning of Section 382 of the Code (as hereinafter defined), and thereby preserve the Company’s current ability to utilize such Tax Benefits, and (c) in furtherance of such objective, the Company desires to enter into this Agreement; and
