11.0% Uses in Definitions Clause

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of July 31, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612, as administrative agent, for the benefit of Lenders (in such capacity, together with its successors and/or permitted assigns, Administrative Agent) and each of the financial institutions initially a signatory hereto and each other financial institution who may become a Lender pursuant to Section 12.1 hereof (together with their successors and permitted assigns, each a Lender and, collectively, Lenders) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO AS BORROWER, each having its principal place of business at c/o Blackstone Real Estate Partners VII L.P., 17140 Bernardo Center Drive, Suite 300, San Diego, California 92128 (collectively and/or individually as the context may requi

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty shall mean a counterparty to the Interest Rate Protection Agreement (or the guarantor of such counterpartys obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Protection Agreement, a long-term unsecured debt or counterparty rating of not less than A- by S&P and a short-term rating of A-1 by S&P, or (b) is otherwise acceptable to Administrative Agent. Notwithstanding anything to the contrary contained herein, SMBC Capital Markets, Inc. shall qualify as an Acceptable Counterparty if it does not satisfy the ratings above, subject to providing, if necessary, a guaranty reasonably acceptable to the Administrative Agent from an Affiliate having the required credit ratings and, if requested by Administrative Agent, such Affiliate shall be required to deliver to Administrative Agent a legal opinion, reasonably acceptable to Administrative Agent, addressing certain customary matters required by Administrative Agent. Access Laws shall have the meaning set forth in the definition of Legal Requirements. Additional Insolvency Opinion shall have the meaning set forth in Section 4.1.30(d) hereof. Adjusted Release Properties shall mean, individually or collectively, as the context may require, the Centennial Property and/or the Pavilion Property. Adjusted Release Condition shall mean that after giving effect to a release of an Adjusted Release Property, as of the date of such release, the Debt Yield shall be equal to or greater than 12.5%. Administrative Agent shall mean Wells Fargo Bank, National Association or any successor Administrative Agent appointed pursuant to Article XI hereof. Administrative Questionnaire shall mean the Administrative Questionnaire completed by each Lender and delivered to Administrative Agent in a form supplied by Administrative Agent to Lenders from time to time. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Affiliated Manager shall mean any Manager (i) in which Borrower, SPE Constituent Entity or Guarantor has, directly or indirectly, any legal, beneficial or economic interest or (ii) which is an Affiliate of Sponsor, so long as such Sponsor continues to Control Borrower or own at least a twenty percent (20%) interest in Borrower, directly or indirectly. Aggregate Material Adverse Effect shall mean any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Mortgages taken as a whole or the other Loan Documents, or (d) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrowers other material obligations under the Loan Documents. Aggregate Square Footage shall mean the aggregate rentable square footage of the Properties (but excluding the rentable square footage of each Release Property that shall have been released from the Lien of the related Mortgage pursuant to Section 2.6 prior to the date of determination) as set forth on Schedule 1.1(f) hereof. Allocated Loan Amount shall mean, with respect to each Individual Property, the amount set forth on Schedule 1.1(a) hereof. For the avoidance of doubt, no portion of the Loan shall be allocated to any of the Release Parcels. ALTA shall mean American Land Title Association, or any successor thereto. Alterations shall have the meaning set forth in Section 5.1.21(a) hereof. Alterations Deposit shall have the meaning set forth in Section 5.1.21(b) hereof. Annual Budget shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 5.1.11(e) hereof for the annual budgeting period. Applicable Similar Law shall have the meaning set forth in Section 4.1.3 hereof. Approved Annual Budget shall have the meaning set forth in Section 5.1.11(e) hereof. Approved Fund means any Fund that is administered or managed by (a) a Lender or (b) an Affiliate of a Lender. Approved Senior Management Team shall mean any proposed senior management team consisting of the top four (4) executives of Parent which has been approved by Administrative Agent, such approval to be granted or withheld in Administrative Agents sole discretion. Borrower shall have the right to submit, from time to time, a proposed Approved Senior Management Team to Administrative Agent and any such management team so approved will be deemed to be an Approved Senior Management Team fo

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of July 31, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, having an address at Wells Fargo Center, 1901 Harrison Street, 2nd Floor, Oakland, California 94612, as administrative agent, for the benefit of Lenders (in such capacity, together with its successors and/or permitted assigns, Administrative Agent) and each of the financial institutions initially a signatory hereto and each other financial institution who may become a Lender pursuant to Section 12.1 hereof (together with their successors and permitted assigns, each a Lender and, collectively, Lenders) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO AS BORROWER, each having its principal place of business at c/o Blackstone Real Estate Partners VII L.P., 17140 Bernardo Center Drive, Suite 300, San Diego, California 92128 (collectively and/or individually as the context may requi

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty shall mean a counterparty to the Interest Rate Protection Agreement (or the guarantor of such counterpartys obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Protection Agreement, a long-term unsecured debt or counterparty rating of not less than A- by S&P and a short-term rating of A-1 by S&P, or (b) is otherwise acceptable to Administrative Agent. Notwithstanding anything to the contrary contained herein, SMBC Capital Markets, Inc. shall qualify as an Acceptable Counterparty if it does not satisfy the ratings above, subject to providing, if necessary, a guaranty reasonably acceptable to the Administrative Agent from an Affiliate having the required credit ratings and, if requested by Administrative Agent, such Affiliate shall be required to deliver to Administrative Agent a legal opinion, reasonably acceptable to Administrative Agent, addressing certain customary matters required by Administrative Agent. Access Laws shall have the meaning set forth in the definition of Legal Requirements. Additional Insolvency Opinion shall have the meaning set forth in Section 4.1.30(d) hereof. Administrative Agent shall mean Wells Fargo Bank, National Association or any successor Administrative Agent appointed pursuant to Article XI hereof. Administrative Questionnaire shall mean the Administrative Questionnaire completed by each Lender and delivered to Administrative Agent in a form supplied by Administrative Agent to Lenders from time to time. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Affiliated Manager shall mean any Manager (i) in which Borrower, SPE Constituent Entity or Guarantor has, directly or indirectly, any legal, beneficial or economic interest or (ii) which is an Affiliate of Sponsor, so long as such Sponsor continues to Control Borrower or own at least a twenty percent (20%) interest in Borrower, directly or indirectly. Aggregate Material Adverse Effect shall mean any event or condition that has a material adverse effect on (a) the use, operation, or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including, without limitation, Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority of the lien of the Mortgages taken as a whole or the other Loan Documents, or (d) the ability of Borrower to repay the principal and interest of the Loan as it becomes due or to satisfy any of Borrowers other material obligations under the Loan Documents. Aggregate Square Footage shall mean the aggregate rentable square footage of the Properties (but excluding the rentable square footage of each Release Property that shall have been released from the Lien of the related Mortgage pursuant to Section 2.6 prior to the date of determination) as set forth on Schedule 1.1(f) hereof. Allocated Loan Amount shall mean, with respect to each Individual Property, the amount set forth on Schedule 1.1(a) hereof. For the avoidance of doubt, no portion of the Loan shall be allocated to any of the Release Parcels. ALTA shall mean American Land Title Association, or any successor thereto. Alterations shall have the meaning set forth in Section 5.1.21(a) hereof. Alterations Deposit shall have the meaning set forth in Section 5.1.21(b) hereof. Annual Budget shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by Borrower in accordance with Section 5.1.11(e) hereof for the annual budgeting period. Applicable Similar Law shall have the meaning set forth in Section 4.1.3 hereof. Approved Annual Budget shall have the meaning set forth in Section 5.1.11(e) hereof. Approved Fund means any Fund that is administered or managed by (a) a Lender or (b) an Affiliate of a Lender. Approved Senior Management Team shall mean any proposed senior management team consisting of the top four (4) executives of Parent which has been approved by Administrative Agent, such approval to be granted or withheld in Administrative Agents sole discretion. Borrower shall have the right to submit, from time to time, a proposed Approved Senior Management Team to Administrative Agent and any such management team so approved will be deemed to be an Approved Senior Management Team for purposes of this Agreement. Arranger shall mean Wells Fargo Securities LLC. Assignee shall have the meaning set forth in Section 12.1(b) hereof. Assignment and Assumption shall mean an Assignment and Assumption Agreement among a Lender, an Assignee and the Administrative Agent, substantially in the form of Exhibit C attached hereto and made a pa

Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 10, 2015, is made by and among SITEL Worldwide Corporation, a Delaware corporation (the "Company"), Onex American Holdings Subco LLC, a Delaware limited liability company (in its capacity as the representative of the Stockholders, the "Stockholder Representative" and in all other capacities hereunder, "Onex"), Groupe Acticall S.A., a Luxembourg societe anonyme (the "Purchaser") and Saturn Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of the Purchaser (the "Merger Sub"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below:"Additional Per Share Consideration" means, with respect to each share of Company Stock that a Stockholder owns as of immediately prior to the Effective Time, a non-transferable contingent right to an amount in cash equal to the amount of any Additional Consideration to which such Stockholder becomes entitled pursuant to the definition of Additional Consideration with respect to such share. "Additional Consideration" means the aggregate amount of any consideration paid to the Stockholders after the Closing under this Agreement (including pursuant to Section 11.10). Any such Additional Consideration shall be distributed with respect to each Company Share to each Person who or which held such Company Share immediately prior to the Effective Time according to the amount that such holder would have received with respect to such Company Share if such Additional Consideration had increased the Adjusted Consideration (as further adjusted by any previously paid Additional Consideration or payment obligation according to his, her or its Indemnity Pro Rata Share) at the Closing. "Adjusted Consideration" means (i) the Base Consideration, minus (ii) the amount of the Indebtedness Adjustment, minus (iii) the amount, if any, by which the Closing Net Indebtedness exceeds the Maximum Net Indebtedness Amount (it being understood that any amount deducted pursuant to his clause (iii) shall not also form the basis for any indemnification claim under this Agreement), as set forth in the Closing Net Indebtedness Statement, plus (iv) the amount of the Cash Adjustment, minus (v) the amount of the Transaction Expenses, as set forth in the Transaction Expense Statement; provided that if the Adjusted Consideration would be a negative amount, the Adjusted Consideration shall be equal to zero."Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise."Base Consideration" means $830,000,000. "Business Day" means any day other than a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York."Canada Exchange Subsidiary" means 1293220 Ontario Inc., a corporation existing under the Laws of Ontario."Cap Amount" means $3,600,000."Cash" means, with respect to the Company and its Subsidiaries, all cash, cash equivalents and marketable securities held by the Company or its Subsidiaries, net of any overdrawn amounts or amounts due in respect of overdraft. "Cash Bonus Plans" means a cash incentive bonus plan, other than any cash incentive bonus plan that is currently being or would have, in accordance with past practice, been directly approved by the Compensation Committee of the Board of Directors of the Company, for site-based employees of the Company and its Subsidiaries whose base salary is less than $250,000 per year, which is granted in the Ordinary Course of Business and which does not exceed $70,000 per employee per year."Change in Control Payments" means any amounts (i) payable at or prior to the Closing to any Employee or Independent Contractor as a result of or in connection with the transactions contemplated by this Agreement and (ii) payable after the Closing to any Employee or Independent Contractor solely as a direct result of the Company's actions prior to the Closing, including (A) any change in control or similar payments and any deal, retention, stay, transaction or similar bonuses or compensatory payments and (B) any employment, payroll or similar Taxes payable by the Company or any of its Subsidiaries with respect to any of the foregoing amounts."Closing Conversion Value" means, with respect to a share of Preferred Stock issued and outstanding immediately prior to the Effective Time, the product obtained by multiplying (i) the number of shares of Common Stock into which such share of Preferred Stock is convertible as of immediately prior to the Effective Time in accordance with the Company Charter by (ii) the product obtained by multiplying the Per Share Portion by the Closing Common Merger Consideration."Company Charter" means the Company's Third Amended and Restated Certificate of Incorporation, collectively with all certificates of designations, preferences and rights of the preferred stock issued and effective pursuant thereto."Company Intellectual Property" means any and all Intellectual Property that is owned by the Company or any of its Subsidiaries."Closing Net Indebtedness" means the Indebtedness of the Company and its Subsidiaries as of the Closing Date, minus the Cash of the Company and its Subsidiaries as of the Closing Date. For purposes of this definition, the term Indebtedn

Definitions from Intercreditor Agreement

THIS INTERCREDITOR AGREEMENT, dated as of June ____, 2008 (this "Agreement"), is entered into by and between VESTIN MORTGAGE, INC., a Nevada corporation ("Vestin"), VESTIN ORIGINATIONS, INC., a Nevada corporation ("Originations") and VESTIN REALTY MORTGAGE II, Inc., a Maryland corporation ("VRM II") whose principal place of business and post office address is 6149 S. Rainbow Blvd., Las Vegas, Nevada 89118, (individually, "Lead Lender, or collectively, "Lead Lenders" and OWENS FINANCIAL GROUP, INC., a California corporation ("Owens Financial") and OWENS MORTGAGE INVESTMENT FUND, a California Limited Partnership ("Owens Mortgage Investment Fund") whose principal place of business and post office address is 2221 Olympic Boulevard, Walnut Creek, California 94595, (individually, a "Lender", or collectively, "Lenders")

Definitions. All capitalized terms used in this Agreement shall have the meanings assigned to them below in this Section 1 or in the provisions of this Agreement referred to below: "Agreement" shall mean this Intercreditor Agreement as amended, modified or restated in accordance with the terms hereof. "Assignment" shall mean the actual recorded assignment of a specific percentage interest in a "Loan". "Bankruptcy Proceeding" shall mean, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking its relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property. "Borrowers" shall mean any person or entity that obligates itself or its property as security for a "Loan". "Collateral" shall mean all the real and personal property collateral under the Loan Documents. "Default" shall mean any event or condition, the occurrence of which would, with the lapse of time or the giving of notice, or both, pursuant to the "Loan Documents" constitute an Event of Default. "Interest Rate" shall mean the rate of interest paid to Owens Financial or Owens Mortgage Investment Fund for their "Participation Interest" in the "Loan". This rate shall be a fixed rate of Eleven Percent (11.0%) for the duration of the Loan.

Definitions from Purchase Agreement

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).

Definitions. As used in this Purchase Agreement, the following terms shall have the meanings ascribed to them below: Agreement shall have the meaning ascribed to such term in the caption to this Purchase Agreement. Applicable Law shall mean, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to such Person or any of its assets or property or to which such Person or any of its assets or property is subject, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject. business day shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law or regulation to be closed in New York, New York, or Charlotte, North Carolina. Bylaws shall mean the Bylaws of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Castle Harlan shall mean Castle Harlan, Inc., a Delaware corporation. Certificate of Incorporation shall mean the Certificate of Incorporation of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Citizen of the United States shall mean a Citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, 46 U.S.C. App. SS 802, specifically including subsection (c) of such section, qualified to own and operate vessels in the coastwise trade of the United States so long as such law, or any other law, rule or regulation to the same substantial effect, remains in effect. Closing shall have the meaning set forth in Section 2(b)(i). Closing Date shall have the meaning set forth in Section 2(b)(i). Common Shares shall have the meaning set forth in the recitals hereto. Company shall have the meaning set forth in the caption to this Purchase Agreement. Company Securities shall have the meaning set forth in the recitals hereto. Fundamental Documents shall mean the documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Fundamental Documents of a corporation would be its certificate of incorporation and bylaws. Governmental Authority means any Federal, state, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. HLHC shall mean Horizon Lines Holding Corp., a Delaware corporation. HLHC/Horizon Notes shall mean the $250 million original principal amount of 9.0% Senior Notes due 2012 issued by HLHC and Horizon. HLHC Voting Trust Agreement shall mean that certain Amended and Restated Voting Trust Agreement dated as of July 7, 2004, among HLHC, John K. Castle and such other parties whose names appear on the signature pages thereto, as amended, amended and restated, supplemented or otherwise modified from time to time. H-Lines Finance Notes shall mean the $160 million principal amount at maturity of 11.0% Senior Discount Notes due 2013 issued by H-Lines Finance Holding Corp. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. H-Lines Voting Trust Agreement Instrument shall mean an Instrument of Accession, in substantially the same form as annexed hereto as Annex II, executed by the Purchaser and the Voting Trustee, pursuant to which the Purchaser shall become a party to the H-Lines Voting Trust Agreement. H-Lines Voting Trustee shall have the meaning ascribed to such term in the H-Lines Voting Trust Agreement. Horizon shall mean Horizon Lines, LLC, a Delaware limited liability company. Marad shall mean the Maritime Administration, United States Department of Transportation. Note Offering Circulars shall mean (i) the offering circular of HLHC and Horizon, dated June 30, 2004, with respect to the offering of the HLHC/Horizon Notes and (ii) the offering circular of H-Lines Finance Holding Corp., dated December 7, 2004, with respect to the offering of the H-Lines Finance Notes. Person shall mean any individual, firm, partnership, corporation, trust, joint venture, limited liability company, association, joint stock company, unincorporated organization or any other entity or organization, including a governmental entity or any department, agency or political subdivision thereof. Preferred Shares shall have the meaning set forth in the recitals hereto. Purchase Price shall have the meaning set forth in Section 2(a). Purchaser shall have the meaning set forth in the caption to this Purchase Agreement. Put/Call Agreement shall mean that certain Put/Call Agreement dated as of July 7, 2004,

Definitions from Purchase Agreement

PURCHASE AGREEMENT, dated as of January 28, 2005 (this Agreement), by and between H-Lines Holding Corp., a Delaware corporation (the Company), and Admiral James L. Holloway, III U.S.N. (Ret.) (the Purchaser).

Definitions. As used in this Purchase Agreement, the following terms shall have the meanings ascribed to them below: Agreement shall have the meaning ascribed to such term in the caption to this Purchase Agreement. Applicable Law shall mean, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to such Person or any of its assets or property or to which such Person or any of its assets or property is subject, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject. business day shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law or regulation to be closed in New York, New York, or Charlotte, North Carolina. Bylaws shall mean the Bylaws of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Castle Harlan shall mean Castle Harlan, Inc., a Delaware corporation. Certificate of Incorporation shall mean the Certificate of Incorporation of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Citizen of the United States shall mean a Citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, 46 U.S.C. App. SS 802, specifically including subsection (c) of such section, qualified to own and operate vessels in the coastwise trade of the United States so long as such law, or any other law, rule or regulation to the same substantial effect, remains in effect. Closing shall have the meaning set forth in Section 2(b)(i). Closing Date shall have the meaning set forth in Section 2(b)(i). Common Shares shall have the meaning set forth in the recitals hereto. Company shall have the meaning set forth in the caption to this Purchase Agreement. Company Securities shall have the meaning set forth in the recitals hereto. Fundamental Documents shall mean the documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Fundamental Documents of a corporation would be its certificate of incorporation and bylaws. Governmental Authority means any Federal, state, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. HLHC shall mean Horizon Lines Holding Corp., a Delaware corporation. HLHC/Horizon Notes shall mean the $250 million original principal amount of 9.0% Senior Notes due 2012 issued by HLHC and Horizon. HLHC Voting Trust Agreement shall mean that certain Amended and Restated Voting Trust Agreement dated as of July 7, 2004, among HLHC, John K. Castle and such other parties whose names appear on the signature pages thereto, as amended, amended and restated, supplemented or otherwise modified from time to time. H-Lines Finance Notes shall mean the $160 million principal amount at maturity of 11.0% Senior Discount Notes due 2013 issued by H-Lines Finance Holding Corp. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. H-Lines Voting Trust Agreement Instrument shall mean an Instrument of Accession, in substantially the same form as annexed hereto as Annex II, executed by the Purchaser and the Voting Trustee, pursuant to which the Purchaser shall become a party to the H-Lines Voting Trust Agreement. H-Lines Voting Trustee shall have the meaning ascribed to such term in the H-Lines Voting Trust Agreement. Horizon shall mean Horizon Lines, LLC, a Delaware limited liability company. Marad shall mean the Maritime Administration, United States Department of Transportation. Note Offering Circulars shall mean (i) the offering circular of HLHC and Horizon , dated June 30, 2004, with respect to the offering of the HLHC/Horizon Notes and (ii) the offering circular of H-Lines Finance Holding Corp., dated December 7, 2004, with respect to the offering of the H-Lines Finance Notes. Person shall mean any individual, firm, partnership, corporation, trust, joint venture, limited liability company, association, joint stock company, unincorporated organization or any other entity or organization, including a governmental entity or any department, agency or political subdivision thereof. Preferred Shares shall have the meaning set forth in the recitals hereto. Purchase Price shall have the meaning set forth in Section 2(a). Purchaser shall have the meaning set forth in the caption to this Purchase Agreement. Put/Call Agreement shall mean that certain Put/Call Agreement dated as of July 7, 2004

Definitions from Purchase Agreement

PURCHASE AGREEMENT, dated as of January 28, 2005 (this Agreement), by and between H-Lines Holding Corp., a Delaware corporation (the Company), and Ernie L. Danner (the Purchaser).

Definitions. As used in this Purchase Agreement, the following terms shall have the meanings ascribed to them below: Agreement shall have the meaning ascribed to such term in the caption to this Purchase Agreement. Applicable Law shall mean, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to such Person or any of its assets or property or to which such Person or any of its assets or property is subject, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which such Person is a party or by which it or any of its assets or properties is or may be bound or subject. business day shall mean any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law or regulation to be closed in New York, New York, or Charlotte, North Carolina. Bylaws shall mean the Bylaws of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Castle Harlan shall mean Castle Harlan, Inc., a Delaware corporation. Certificate of Incorporation shall mean the Certificate of Incorporation of the Company, together with all amendments and any other modifications thereto, as in effect from time to time. Citizen of the United States shall mean a Citizen of the United States within the meaning of Section 2 of the Shipping Act of 1916, as amended, 46 U.S.C. App. SS 802, specifically including subsection (c) of such section, qualified to own and operate vessels in the coastwise trade of the United States so long as such law, or any other law, rule or regulation to the same substantial effect, remains in effect. Closing shall have the meaning set forth in Section 2(b)(i). Closing Date shall have the meaning set forth in Section 2(b)(i). Common Shares shall have the meaning set forth in the recitals hereto. Company shall have the meaning set forth in the caption to this Purchase Agreement. Company Securities shall have the meaning set forth in the recitals hereto. Fundamental Documents shall mean the documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the Fundamental Documents of a corporation would be its certificate of incorporation and bylaws. Governmental Authority means any Federal, state, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. HLHC shall mean Horizon Lines Holding Corp., a Delaware corporation. HLHC/Horizon Notes shall mean the $250 million original principal amount of 9.0% Senior Notes due 2012 issued by HLHC and Horizon. HLHC Voting Trust Agreement shall mean that certain Amended and Restated Voting Trust Agreement dated as of July 7, 2004, among HLHC, John K. Castle and such other parties whose names appear on the signature pages thereto, as amended, amended and restated, supplemented or otherwise modified from time to time. H-Lines Finance Notes shall mean the $160 million principal amount at maturity of 11.0% Senior Discount Notes due 2013 issued by H-Lines Finance Holding Corp. H-Lines Voting Trust Agreement shall have the meaning set forth in the recitals hereto. H-Lines Voting Trust Agreement Instrument shall mean an Instrument of Accession, in substantially the same form as annexed hereto as Annex II, executed by the Purchaser and the Voting Trustee, pursuant to which the Purchaser shall become a party to the H-Lines Voting Trust Agreement. H-Lines Voting Trustee shall have the meaning ascribed to such term in the H-Lines Voting Trust Agreement. Horizon shall mean Horizon Lines, LLC, a Delaware limited liability company. Marad shall mean the Maritime Administration, United States Department of Transportation. Note Offering Circulars shall mean (i) the offering circular of HLHC and Horizon, dated June 30, 2004, with respect to the offering of the HLHC/Horizon Notes and (ii) the offering circular of H-Lines Finance Holding Corp., dated December 7, 2004, with respect to the offering of the H-Lines Finance Notes. Person shall mean any individual, firm, partnership, corporation, trust, joint venture, limited liability company, association, joint stock company, unincorporated organization or any other entity or organization, including a governmental entity or any department, agency or political subdivision thereof. Preferred Shares shall have the meaning set forth in the recitals hereto. Purchase Price shall have the meaning set forth in Section 2(a). Purchaser shall have the meaning set forth in the caption to this Purchase Agreement. Put/Call Agreement shall mean that certain Put/Call Agreement dated as of July 7, 2004,