0001193125-06-081501 Sample Contracts

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 18th, 2006 • Horizon Lines, Inc. • Water transportation • New York

This AMENDMENT NO. 2 to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 7, 2006 (this “Amendment”), is entered into among HORIZON LINES, LLC, a Delaware limited liability company (the “Borrower”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the “Administrative Agent”), UBS AG, STAMFORD BRANCH, as Issuing Bank (in such capacity, the “Issuing Bank”) and the Lenders party hereto, and amends the Amended and Restated Credit Agreement dated as of April 7, 2005 (as amended by Amendment No. 1 thereto, dated as of September 22, 2005, and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) entered into among the Borrower, the institutions from time to time party thereto as lenders, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), HORIZON LINES HOLDING CORP., a Delaware corporation (the “Co-Borrower”), and the other parties thereto. Capitalized terms used herei

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AGREEMENT TO ACQUIRE AND CHARTER
Acquire and Charter • April 18th, 2006 • Horizon Lines, Inc. • Water transportation • New York

THIS AGREEMENT TO ACQUIRE AND CHARTER is made and entered into this 7th day of April 2006, by and between SHIP FINANCE INTERNATIONAL LIMITED, a Bermuda company (“SFL”), SFL HOLDINGS, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of SFL (“Holdings”), the five companies listed in Appendix 1 hereto, each a Delaware limited liability company and a direct wholly-owned subsidiary of Holdings (each an “Owner” and collectively, the “Owners”), and HORIZON LINES, LLC, a Delaware limited liability company (“HLL”).

REIMBURSEMENT AGREEMENT
Reimbursement Agreement • April 18th, 2006 • Horizon Lines, Inc. • Water transportation • New York

THIS REIMBURSEMENT AGREEMENT (“Agreement”) is made and entered into this 7th day of April 2006 by and among Horizon Lines, LLC, a Delaware limited liability company (“HLL”), Ship Finance International Limited, a Bermuda company (“SFL”), SFL Holdings LLC, a Delaware limited liability company (“SFL Holdings”), and the five companies listed in Appendix 1 hereto, each a Delaware limited liability company and direct wholly-owned subsidiary of SFL Holdings (each an “Owner” and collectively, the “Owners”).

GUARANTEE
Guarantee • April 18th, 2006 • Horizon Lines, Inc. • Water transportation

This GUARANTEE (this “Guarantee”) dated as of April 7, 2006, made by Horizon Lines, Inc., a Delaware corporation, in favor of each of HL Tiger LLC, HL Hunter LLC, HL Hawk LLC, HL Falcon LLC and HL Eagle LLC (collectively, the “Owners” and each individually an “Owner”).

INTEREST AND L/C LIABILITY AGREEMENT
C Liability Agreement • April 18th, 2006 • Horizon Lines, Inc. • Water transportation • New York

THIS INTEREST AND L/C LIABILITY AGREEMENT, dated April 10, 2006 (this “Agreement”), is among HORIZON LINES, LLC., a Delaware limited liability company (“HLL”), SHIP FINANCE INTERNATIONAL LIMITED., a Bermuda company (the “SFL”), and FORTIS CAPITAL CORP., as Security Trustee (the “Security Trustee”) for the Lenders and the Swap Providers. Capitalized terms used but not defined herein shall have the meaning assigned such terms in the Credit Agreement (as defined below).

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