REGISTRATION RIGHTS AGREEMENT by and among Horizon Lines, LLC the Guarantors Listed on the Signature Pages hereto and Purchasers Dated as of October 5, 2011Registration Rights Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2011, by and among Horizon Lines, LLC, a Delaware limited liability company (the “Company”), the guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and the Purchasers, governing the Company’s Second Lien Senior Secured Notes due 2016 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
CREDIT AGREEMENT Dated as of October 5, 2011 by and among HORIZON LINES, INC., as Parent, HORIZON LINES, LLC, as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO, as the Lenders, and WELLS FARGO CAPITAL FINANCE, LLC, as Administrative Agent WELLS...Credit Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of October 5, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), HORIZON LINES, INC., a Delaware corporation (“Parent”) and HORIZON LINES, LLC, a Delaware corporation (“Borrower”).
WARRANT AGREEMENT Dated as of October 5, 2011 between HORIZON LINES, INC., and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Warrant Agent Warrants for Common StockWarrant Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
WARRANT AGREEMENT dated as of October 5, 2011 (this “Agreement”), between Horizon Lines, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as warrant agent (the “Warrant Agent”).
HORIZON LINES, LLC PURCHASE AGREEMENTPurchase Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
Horizon Lines, LLC, a Delaware limited liability company (the “Company”) proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the purchaser named herein (the “Purchaser”), the aggregate principal amount of its 11.00% First Lien Senior Secured Notes due 2016 (the “First Lien Notes”) that is indicated on the signature page of the Purchaser hereto. The First Lien Notes (i) are to be issued pursuant to an Indenture (the “Indenture”), to be dated of even date herewith and entered into among the Company, the Guarantors (as defined below) party thereto and U.S. Bank National Association, a national banking association, as trustee and collateral agent (in such capacity, the “Trustee”). The Company’s obligations under the First Lien Notes, including the due and punctual payment of interest on the First Lien Notes, will be irrevocably and unconditionally guaranteed (the “Note Guarantees”) by Horizon Lines, Inc., a Delaware corporation (the
REGISTRATION RIGHTS AGREEMENT by and among Horizon Lines, Inc., the Guarantors listed on the signature page hereto and the Holders party hereto Dated as of October 5, 2011Registration Rights Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2011, by and among Horizon Lines, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature page hereto (collectively, the “Guarantors”), the investors signatory hereto (collectively, the “Initial Holders”) and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated by Section 7(b) of this Agreement (each such party who holds Registrable Securities (as defined below), a “Holder” and, collectively, the “Holders”).
SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
This SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of October 3, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page (the “Exchanging Holder”) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the “Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. Capitalized terms not herein defined shall have the meanings set forth in the RSA (as defined below).
SUPPLEMENTAL INDENTURESupplemental Indenture • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of October 5, 2011, and has been entered into by and between Horizon Lines, Inc., a Delaware corporation, having its principal office at 4046 Colony Road, Suite 200, Charlotte, North Carolina 2821, (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 6th, 2011 • Horizon Lines, Inc. • Water transportation • New York
This INTERCREDITOR AGREEMENT is dated as of October 5, 2011, and entered into by and among HORIZON LINES, LLC, a Delaware limited liability company (the “Company”), HORIZON LINES, INC., a Delaware corporation (the “Parent”), each of the other Grantors (as defined herein) from time to time party hereto, WELLS FARGO CAPITAL FINANCE, LLC, in its capacity as agent under the ABL Credit Agreement, including its successors and assigns from time to time (the “Initial ABL Agent”), U.S. BANK NATIONAL ASSOCIATION, as Trustee for the First-Lien Notes (defined below) (the “First-Lien Trustee”) and Collateral Agent, not in its individual capacity, but solely in its capacity as trustee and collateral agent under the First-Lien Indenture (defined below), including its successors and assigns from time to time (in such capacity as collateral agent, the “First-Lien Notes Agent”); U.S. BANK NATIONAL ASSOCIATION, as Trustee for the Second-Lien Notes (defined below) (the “Second-Lien Trustee”) and Collatera
