Underwriting AgreementUnderwriting Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • New York
Horizon Lines, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares of the Common Stock (“Stock”), par value $0.01 per share, of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock, and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [ ] shares of Stock and, at the election of the Underwriters, up to [ ] additional shares of Stock. The aggregate of [ ] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [ ] additional shares to be sold by the Company and the Selling Stockholders is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underw
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September , 2005, among HORIZON LINES, INC., a Delaware corporation (“Parent”), H-LINES FINANCE HOLDING CORP., a Delaware corporation (“H-Lines Finance”), HORIZON LINES HOLDING CORP., a Delaware corporation (“HLHC”; together with Parent and H-Lines Finance, the “Companies”), and (“Indemnitee”).
First Amended and Restated Employment AgreementEmployment Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • New York
This First Amended and Restated Employment Agreement, dated as of September 16, 2005 (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”).
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • New York
This FIRST AMENDMENT TO MANAGEMENT AGREEMENT dated as of September 7, 2005 (this “Amendment”), amending that certain Agreement, dated as of July 7, 2004 (the “Management Agreement”), is made and entered into by and among Castle Harlan, Inc., a Delaware corporation (“CHI”), Horizon Lines Holding Corp., a Delaware corporation (“Holdings I”), Horizon Lines, LLC (“Holdings II”), and Horizon Lines, Inc., a Delaware corporation formerly known as H-Lines Holding Corp. (“Holdings III”; and together with Holdings I and Holdings II, the “Companies”).
HORIZON LINES, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • Delaware
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of September , 2005 (this “Agreement”), by and among (i) Horizon Lines, Inc., 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 $.01 per share, of the Company (the “Common Stock”) and/or shares of
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2005 • Horizon Lines, Inc. • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT (as amended, modified and/or supplemented from time to time, this “Agreement”) is dated as of September , 2005, by and among (i) Horizon Lines, Inc., a Delaware corporation (together with its successors, the “Company”), (ii) Castle Harlan Partners IV, L.P., a Delaware limited partnership and each of its affiliates (including, without limitation, affiliated management companies and their respective executives and employees) identified on the signature pages hereto under the heading “Castle Harlan Stockholders” (the “Castle Harlan Stockholders”), (iii) the stockholders of the Company identified on the signature pages hereto under the heading “Other Stockholders” (the “Other Stockholders”), and (iv) the executives and employees of the Company and/or any of its Subsidiaries (or their family members) identified on the signature pages hereto under the heading “Management Stockholders” (collectively, the “Management Stockholders”, and together with the Castl
