Agreement Regarding the Container Interchange Agreement



 Exhibit 10.13.1 
 AGREEMENT REGARDING THE 
 CONTAINER INTERCHANGE AGREEMENT 
 NOVEMBER 2006 AMENDMENT 
 THIS AGREEMENT
REGARDING THE CONTAINER INTERCHANGE AGREEMENT dated as of November 30, 2006 (hereinafter may be referred to as the “NOVEMBER 2006 Amendment”) is made between A.P. Moller as managing owner to A.P. Moller-Maersk A/S now trading as
Maersk Line (successor in interest to Aktieselskabet Dampskibsselskabet Svendborg and Dampskibsselskabet af 1912, Aktieselskab (“Maersk”), Horizon Lines, LLC (“HL”), Horizon Lines of Puerto Rico, Inc. (“HLPR”), and
Horizon Lines of Alaska, LLC (“HLA”), and amends the Container Interchange Agreement dated April 1, 2002 among the Parties, as amended by the Agreement Regarding the Container Interchange Agreement dated May 9, 2004 among the
Parties (as so amended, the “Container Interchange Agreement”). 
 In consideration of the mutual covenants contained herein, and
in receipt of consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 
  

	 	A.	Effective January 1, 2007, the first sentence of Section 3.a. of the Container Interchange Agreement is replaced with the following: 

 “a. This Agreement shall be effective on 1st April, 2002, and, as amended, shall remain in effect with respect to 
  

	 	i.	Maersk and HL: 

  

	 	(1)	as to each of paragraphs 1 and 2 of Exhibit A-1, until such paragraph is terminated by Maersk or HL upon 90 days written notice; 

  

	 	(2)	as to each of paragraphs 3a, 3b, 4, 5 and 6 of Exhibit A-1, until expiration or termination of the TP1 Space Charter and Transportation Service Contract dated May 9, 2004
between HL and Maersk, as amended (as so amended, the “TP1 Agreement”); and 

  

	 	(5)	until paragraphs 1 through 6 of Exhibit A-1 are no longer in effect; 

  

	 	ii.	Maersk and HLPR: 

  

	 	(1)	as to each of paragraphs 1 and 2 of Exhibit A-1, until such paragraph is terminated by Maersk or HLPR upon 90 days written notice; 

  

	 	(2)	as to each of paragraphs 3a, 3b, 4, 5 and 6 of Exhibit A-1, until expiration or termination of the TP1 Agreement; and 

  

	 	(3)	until paragraphs 1 through 6 of Exhibit A-1 are no longer in effect; and 

  

	 	iii.	Maersk and HLA: 

  

	 	(1)	as to each of paragraphs 1 and 2 of Exhibit A-1, until such paragraph is terminated by Maersk or HLA upon 90 days written notice; 









	 	(2)	as to each of paragraphs 3a, 3b, 4, 5 and 6 of Exhibit A-1, until expiration or termination of the TP1 Agreement; and 

  

	 	(3)	until paragraphs 1 through 6 of Exhibit A-1 are no longer in effect.” 

  

	 	B.	Exhibit A-1 is attached hereto and made a part of this NOVEMBER 2006 Amendment. Effective January 1, 2007, regardless of on-hire date: Exhibit A-1 replaces and supersedes
Exhibit A of the Container Interchange Agreement; and all references to Exhibit A in the Container Interchange Agreement are amended to read “Exhibit A-1”. 

  

	 	C.	Exhibit B-1 is attached hereto and made a part of this NOVEMBER 2006 Amendment. All references to Exhibit B in the Container Interchange Agreement are amended to read “Exhibit
B-1”. 

  

	 	D.	This NOVEMBER 2006 Amendment shall be governed by the laws of the State of New York without regard to principles of conflicts of laws. 

  

	 	E.	The Container Interchange Agreement is attached hereto. 

  

	 	F.	Except as expressly amended by this NOVEMBER 2006 Amendment, the terms of the Container Interchange Agreement shall remain in full force and effect. 

  

	 	G.	Except as otherwise provided herein, this NOVEMBER 2006 Amendment shall become effective as of the date first written above. 

  

	 	H.	This NOVEMBER 2006 amendment and its attachments contain the complete and exclusive agreement and understanding of the Parties with respect to the subject matter and supersede all
prior and contemporaneous understandings and agreements among the Parties relating to the subject matter. 

  

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 The Parties below have executed this NOVEMBER 2006 Amendment. 
  

									
	A.P. Moller as managing owner to A.P. Moller-Maersk A/S	 		 	Horizon Lines, LLC
					
	By:	 	/s/ A.P. Moller	 		 	By:	 	/s/ Robert S. Zuckerman
	Name:	 	A.P. Moller	 		 	Name:	 	Robert S. Zuckerman
	Title:	 	  	 		 	Title:	 	Vice President
	Date:	 	  	 		 	Date:	 	  
			
	Horizon Lines of Puerto Rico, Inc.	 		 	Horizon Lines of Alaska, LLC
					
	By:	 	/s/ Robert S. Zuckerman	 		 	By:	 	/s/ Robert S. Zuckerman
	Name:	 	Robert S. Zuckerman	 		 	Name:	 	Robert S. Zuckerman
	Title:	 	Vice President	 		 	Title:	 	Vice President
	Date:	 	  	 		 	Date:	 	  

 [Signature page to November 2006 Amendment to the Container Interchange Agreement] 
  

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 Exhibit A1 
 EXHIBIT A-1 
 To Container Interchange Agreement, as amended, among Maersk, Horizon Lines, LLC (may be referred to as
“HL”), Horizon Lines of Puerto Rico, Inc. (may be referred to as “HLPR”), and Horizon Lines of Alaska, LLC (may be referred to as “HLA”). One or more of HL, HLPR, and HLA may be referred to in this Exhibit A-1 as
“Horizon Lines” 
  

	1.	Owner:     Maersk 


	 	User:    Horizon Lines 

 Delivery
Locations: Any location in the 48 contiguous states of the United States* as agreed in writing by Owner 
 Redelivery Locations: 

Dutch Harbor, AK; 
 Anchorage, AK;

 Kodiak, AK 
 Tacoma, WA

 Free-Days: *** 
 Container
types: 
 40’ dry 8’6” 
 40’ dry 9’6” 
 40’ reefer 9’6” 
  

	2.	Owner:     Maersk 


	 	User:    Horizon Lines 

 Delivery
Locations: Any location in the 48 contiguous states of the United States* as agreed in writing by Owner 
 Redelivery Locations: 

Hawaii 
 Free-Days: *** 
 Container ‘types: 
 40’ reefer
9’6” 
  

	***	Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. 

  

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	3a.	Owner: Maersk 


	 	User:     Horizon Lines 

 Delivery
Locations: Any inland location in the 48 contiguous states of the United States as agreed in writing by Owner 
 Redelivery Locations:

 Oakland, CA 
 Los Angeles, CA

 Tacoma, WA 
 Free-Days: ***

 Container types: 
 40’
dry 8’6” 
 40’ dry 9’6” 
 45’ dry 9’6” 
 20’ dry 8’6” 
  

	3b.	Owner: Maersk 


	 	User:     Horizon Lines 

 Delivery
Locations: Jacksonville, FL or San Juan, Puerto Rico. 
  

			
	Redelivery Locations:	  	
	 Los Angeles, CA
 Oakland, CA
	  	 Elizabeth, NJ
 Norfolk, VA

	Tacoma, WA	  	Miami, FL
	Charleston, SC	  	Port Everglades, FL
	Houston, TX	  	

 Free-Days: *** 
 Container types: 
 40’ dry 8’6” 
 40’ dry 9’6” 
 45’ dry
9’6” 
 20’ dry 8’6” 
  

	***	Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. 

  

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	4.	Owner: Maersk 


	 	User:    Horizon Lines 

 Delivery Locations:
Any inland location in the 48 contiguous states of the United States; provided that container is interchanged to User in error (i.e. ‘mis-pick’) and User notifies Owner of mis-pick event in writing. 
 Redelivery Locations: 
  

			
	Los Angeles, CA	  	Elizabeth, NJ
	Oakland, CA	  	Norfolk, VA
	Tacoma, WA	  	Miami, FL
	Charleston, SC	  	Port Everglades, FL
	Houston, TX	  	

 Free-Days: *** 
 Container types: 
 20’ dry 8’6” 
 40’ dry 8’6” & 9’6” 
 45’ dry 9’6” 
 40’ reefer 8’6” & 9’6” 
 20’ open-top 
 40’ open-top

 20’ flat-rack 
 40’
flat-rack 
  

	***	Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. 

  

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	5.	Owner: Maersk 


	 	User:     Horizon Lines 

 Delivery
Locations: For containers not otherwise covered under Exhibit A.1, 2, 3, or 4, any location in the 48 contiguous states of the United States, Alaska, Hawaii, Guam, or Puerto Rico. 
  

			
	Redelivery Locations:	  	
	Los Angeles, CA	  	Elizabeth, NJ
	Oakland, CA	  	Norfolk, VA
	Tacoma, WA	  	Miami, FL
	Charleston, SC	  	Port Everglades, FL
	Houston, TX	  	

 Free-Days: *** 
 Container types: 
 20’ dry 8’6” 
 40’ dry 8’6” & 9’6” 
 45’ dry 9’6” 
 40’ reefer 8’6” & 9’6” 
 20’ open-top 
 40’ open-top

 20’ flat-rack 
 40’
flat-rack 
  

	***	Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. 

  

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	6.	Owner: Horizon Lines 


	 	User:    Maersk 

 Delivery Locations: Any
location in the 48 contiguous states of the United States* as agreed in writing by Owner 
  

			
	Redelivery Locations:	  	
	Tacoma, WA	  	Jacksonville, FL
	Oakland, CA	  	Elizabeth, NJ
	Long Beach, CA	  	Chicago, IL
	Houston, TX	  	

 Free-Days: *** 
 Container types: 
 20’ dry 8’6” 
 40’ dry 8’6” & 9’6” 
 45’ dry 9’6” 
 40’ reefer 8’6” & 9’6” 
 40’ open-top 
 40’ flat-rack



	*	For purposes of this Agreement, references to the “48 contiguous states of the United States” shall mean the District of Columbia and all states of the United States other
than Alaska and Hawaii. 

  

	***	Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 24b-2 of
the Securities Exchange Act of 1934, as amended. 

  

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 Exhibit B 
 EXHIBIT B-1 
 to Container Interchange Agreement, as amended, among Maersk, Horizon Lines, LLC, Horizon
Lines of Puerto Rico, Inc. and Horizon Lines of Alaska, LLC. 
 Contact Addresses/Names 
 Maersk 
  

					
	Corporate	  	Maersk Inc.	  	
		  	Area Line Operations	  	
		  	6000 Carnegie Blvd	  	
		  	Charlotte, NC 28209	  	
		  	Fax:         +1-(704) 571-4606	  	
		  	Phone:     +1-(704) 571-2961	  	(Lars D. Knudsen)
	
	Horizon Lines, LLC, Horizon Lines of Puerto Rico, Inc., Horizon Lines of Alaska, LLC.
			
	Corporate:	  	Horizon Lines, LLC	  	
		  	4100 Alpha Road	  	
		  	Suite 700	  	
		  	Dallas, TX 75244	  	
		  	Fax:         +1-972-813-6003	  	(Steve Powers)
		  	Phone:     +1-972-813-6349	  	
		  	Phone:     +1-972-813-5604	  	(Mike Heenehan)