Exhibit 4.2



 




Exhibit 4.2



H-LINES FINANCE HOLDING CORP.

as Issuer




11% Senior Discount Notes due 2013




FIRST SUPPLEMENTAL INDENTURE





Dated as of July 31, 2007




THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee




Supplementing the Indenture dated as of December 10, 2004





 









 





FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of July 31, 2007,
among H-LINES FINANCE HOLDING CORP., a Delaware corporation, as Issuer (the “Issuer) and The Bank
of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).



RECITALS




     WHEREAS, the Issuer and the Trustee have heretofore executed and delivered a certain
Indenture, dated as of December 10, 2004 (the “Indenture”) with respect to the Issuer’s 11.0%
Senior Discount Notes due 2013 (the “Senior Discount Notes”);



     WHEREAS, Section 9.02 of the Indenture provides that, with the written consent of the Holders
of a majority in principal amount at maturity of the Senior Discount Notes then outstanding
(including consents obtained in connection with a tender offer or exchange offer for the Senior
Discount Notes), the Issuer and the Trustee may amend or supplement the Indenture;



     WHEREAS, Horizon Lines, Inc., a Delaware corporation (“Horizon Lines”) has offered to purchase
for cash any and all outstanding Senior Discount Notes, upon the terms and subject to the
conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated July 17,
2007 (the “Offer to Purchase”), and in the related Consent and Letter of Transmittal (the “Letter
of Transmittal” and together with the Offer to Purchase, the “Tender Offer”); in connection
therewith, the Issuer has been soliciting written consents of the Holders to the amendments to the
Indenture set forth herein (and to the execution of this First Supplemental Indenture), and the
Issuer has now obtained such written consents from the Holders of a majority in principal amount at
maturity of the outstanding Senior Discount Notes; accordingly, the First Supplemental Indenture
and the amendments set forth herein are authorized pursuant to Section 9.02 of the Indenture; and



     WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly
authorized by the parties hereto, and all other acts necessary to make this First Supplemental
Indenture a valid and binding agreement to the Indenture effectively amending the Indenture as set
forth herein have been duly taken;



     NOW, THEREFORE, in consideration of the above premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, it is mutually agreed, for the equal
and proportionate benefit of all Holders, as follows:



 









 





ARTICLE I

DEFINITIONS AND EFFECT




     1.1 Incorporation of Previous Documents. Unless otherwise expressly provided, the
provisions of the Indenture are incorporated herein by reference.



     1.2 Definitions. Capitalized terms which are used but not defined herein shall have
the meanings ascribed to such terms in the Indenture.



     1.3 Effectiveness and Operativeness of this Supplemental Indenture.



          (a) Effectiveness. This Supplemental Indenture will become effective and binding upon the
Company, the Trustee and the holders of the Senior Discount Notes as of the date on which the
Opinion of Counsel and Officers’ Certificate required by Section 9.06 of the Indenture is delivered
to the Trustee.



          (b) Operativeness. All of the provisions of this Supplemental Indenture other than Article II
hereof will become operative on and simultaneously with the time that this Supplemental Indenture
becomes effective; and Article II hereof will become operative upon and simultaneously with, and
shall have no force or effect prior to, the time when the Company has accepted for purchase in
accordance with the Tender Offer and the Offer to Purchase all Senior Discount Notes validly
tendered and not validly withdrawn prior to the Expiration Time (as defined in the Offer to
Purchase), and given notice thereof to the Trustee (upon which notice the Trustee may rely).



     1.4 Effect on the Indenture. Upon effectiveness of this Supplemental Indenture as
provided in Section 1.3(a) hereof, then automatically (without further act by any person) and with
respect to all outstanding Senior Discount Notes, the Indenture shall be deemed to be modified as
herein provided, but except as modified hereby, the Indenture shall continue in full force and
effect. The Indenture as modified hereby shall be read, taken and construed as one and the same
instrument.



ARTICLE II

AMENDMENTS TO THE INDENTURE




     2.1 Amendments to Certain Covenants of the Indenture. Sections 4.03 to 4.23 and
Section 5.01 of the Indenture are hereby amended to read as follows:



     SECTION 4.03. Corporate Existence.



          [Intentionally deleted by Amendment.]



     SECTION 4.04. Payment of Taxes.



          [Intentionally deleted by Amendment]



 









 





     SECTION 4.05. [RESERVED].



     SECTION 4.06. Compliance Certificate; Notice of Default.



          [Intentionally deleted by Amendment]



     SECTION 4.07. Payments for Consent.



          [Intentionally deleted by Amendment]



     SECTION 4.08. Waiver of Stay, Extension or Usury Laws.



          [Intentionally deleted by Amendment]



     SECTION 4.09. Change of Control.



          [Intentionally deleted by Amendment]



     SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock.



          [Intentionally deleted by Amendment]



     SECTION 4.11. Limitations on Restricted Payments.



          [Intentionally deleted by Amendment]



     SECTION 4.12. Limitations on Liens.



          [Intentionally deleted by Amendment]



     SECTION 4.13. Limitations on Asset Sales.



          [Intentionally deleted by Amendment]



     SECTION 4.14. Limitations on Transactions with Affiliates.



          [Intentionally deleted by Amendment]



SECTION 4.15. Dividend and Other Payment Restrictions Affecting Subsidiaries




          [Intentionally deleted by Amendment]



     SECTION 4.16. [RESERVED]



     SECTION 4.17. Limitations on Layering Indebtedness.



          [Intentionally deleted by Amendment]



     SECTION 4.18. Reports to Holders.



          [Intentionally deleted by Amendment]



     SECTION 4.19. Limitations on Designation of Restricted and Unrestricted Subsidiaries.



          [Intentionally deleted by Amendment]



 









 





     SECTION 4.20. Business Activities.



          [Intentionally deleted by Amendment]



     SECTION 4.21. Limitation on Sale/Leaseback Transactions



          [Intentionally deleted by Amendment]



     SECTION 4.22. [RESERVED]



     SECTION 4.23. Special Interest Notice.



          [Intentionally deleted by Amendment]



     SECTION 5.01. Mergers, Consolidations, Etc.



          [Intentionally deleted by Amendment]



     2.2 Amendments to Certain Events of Default of the Indenture. Section 6.01 of
the Indenture is hereby amended to read in its entirety as follows:



     SECTION 6.01. Events of Default.




     Each of the following is an “Event of Default":




     (1) default by the Issuer for 30 consecutive days in the payment when due and
payable of interest on, or Special Interest, if any, with respect to, the Notes;




     (2) default by the Issuer in the payment when due and payable of the Accreted Value
of or premium, if any, on the Notes;




     (3) [Intentionally deleted by Amendment];




     (4) failure by the Issuer or any of its Restricted Subsidiaries for 60 consecutive
days after notice has been given to the Issuer by the Trustee or to the Issuer and the Trustee
by the Holders of at least 25% in aggregate principal amount at maturity of the Notes then
outstanding specifying the default and demanding compliance with any of the other covenants in
this Indenture;




     (5) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, whether such Indebtedness now exists or
is created after the date of this Indenture, if that default:




     (a) is caused by a failure to pay the principal amount of any such
Indebtedness at its stated final maturity after giving effect to any applicable grace
periods (a “Payment Default"); or




     (b) results in the acceleration of such Indebtedness prior to its stated final
maturity; and




in the case of clauses (a) and (b) above, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more
and such failure shall not have been cured or waived within 60 days thereof;




     (6) failure by the Issuer or any Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final
judgments aggregating in



 









 







excess of $15.0 million in excess of amounts that are covered by
insurance, which judgments are not paid, discharged or stayed for a period of 60 days after
such judgment or judgments become final and non-appealable;




     (7) the Issuer or any of the Issuer’s Restricted Subsidiaries that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a
Significant Subsidiary as debtor in an involuntary case, pursuant to or within the meaning of
any Bankruptcy Law:




     (a) commences a voluntary case or proceeding,




     (b) consents to the entry of an order for relief or decree against it in an
involuntary case or proceeding,




     (c) consents to the appointment of a Custodian of it or for all or
substantially all of its assets, or




     (d) makes a general assignment for the benefit of its creditors;




     (e) admits in writing its inability to pay its debts generally as they become
due; or




     (f) files a petition or answer or consent seeking reorganization or relief;
and




     (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (a) is for relief against the Issuer or any of the Issuer’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary as debtor in an
involuntary case or proceeding;




     (b) appoints a Custodian of the Issuer or any of the Issuer’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary, or a Custodian for all
or substantially all of the assets of the Issuer or any of the Issuer’s Restricted
Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary or adjudges any such
entity or group a bankrupt or insolvent or approves as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of such entity
or group; or




     (c) orders the winding up or liquidation of the Issuer or any of the Issuer’s
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary;




     and the order or decree remains unstayed and in effect for 60 consecutive days.



     2.3 Amendments to Certain Definitions. Article One of the Indenture is hereby
amended by deleting those definitions which appear solely in the text deleted from the Indenture
pursuant to the amendments contained herein.



     2.4 Failure to Comply with Certain Provisions of the Indenture. Any failure by the
Issuer to comply with the terms of Sections 4.03-4.23, 5.01 or Clause (3) of Section 6.01 (whether
before or after the execution of this First Supplemental Indenture) shall no longer constitute a
default or an Event of Default under the Indenture and shall no longer have any other consequence
under the Indenture.



 









 





ARTICLE III

THE TRUSTEE




     3.1 Acceptance by Trustee. The Trustee hereby accepts this First Supplemental
Indenture. The Trustee shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this First Supplemental Indenture, for the due execution hereof by the
Issuer or for or in respect of the recitals contained herein, all of which recitals are made by the
Issuer solely.



ARTICLE IV

MISCELLANEOUS PROVISIONS




     4.1 Further Assurances. The parties hereto will execute and deliver such further
instruments and do such further acts and things as may be reasonably required to carry out the
intent and purpose of this First Supplemental Indenture and the Indenture.



     4.2 Governing Law. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York as to all matters, including,
without limitation, matters of validity, construction, effect, performance and remedies.



     4.3 Counterparts. This First Supplemental Indenture may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be an original, but such
counterparts shall together constitute but one and the same instrument.



     4.4 Effect of Headings. The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.



     4.5 Successors and Assigns. All covenants and agreements of the Issuer and the
Trustee in this First Supplemental Indenture shall bind each of the Issuer’s and the Trustee’s
respective successors and assigns, whether so expressed or not.



     4.6 Severability Clause. In case any provision of this First Supplemental Indenture
should be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     4.7 Conflict with Trust Indenture Act. If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939, as
amended (the “TIA”) that is required under the TIA to be a part of and govern this First
Supplemental Indenture, the latter provision shall control. If any
provision of this First Supplemental Indenture modifies or excludes any provisions of the TIA
that may be so modified or excluded, the latter provision shall be deemed to apply to this First
Supplemental Indenture as so modified or to be excluded, as the case may be.



[REMAINDER OF PAGE INTENTIONALLY BLANK]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, all as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	 	 	H-LINES FINANCE HOLDING CORP.,
as Issuer
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert S. Zuckerman 
	 	 
	 
	 

	 	 	 	
Name: Robert S. Zuckerman
	 	 
	 

	 	 	 	Title: VP & Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Tina D. Gonzalez 
	 	 
	 
	 

	 	 	 	
Name: Tina D. Gonzalez
	 	 
	 

	 	 	 	Title: Assistant Treasurer