Second Lien RRA



 Exhibit 10.5 
 EXECUTION VERSION 
 REGISTRATION RIGHTS AGREEMENT 

by and among 

Horizon Lines, LLC 
 the Guarantors Listed on the Signature Pages hereto 
 and 

Purchasers 

Dated as of October 5, 2011 

  
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 REGISTRATION RIGHTS AGREEMENT 

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.” 
 This Agreement is made pursuant to the Purchase Agreement relating to the Initial Notes of even date
herewith, (the “Purchase Agreement”), by and among the Company, the Guarantors and the various Purchasers. In order to induce the Purchasers to purchase the Initial Securities, the Company has agreed to provide the registration rights set
forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Purchasers set forth in Section 6(k) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have
the meaning assigned to them in the Indenture of even date herewith (as amended or supplemented from time to time, the “Indenture”), by and among the Company, the Guarantors and U.S. Bank National Association, as trustee (the
“Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below). 
 The parties hereby agree as
follows: 
 SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the
following meanings: 
 Additional Interest: As defined in Section 5 hereof. 

Advice: As defined in Section 6(d) hereof. 
 Affiliate: As defined in Rule 144. 
 Broker-Dealer: Any broker or
dealer registered with the Commission under the Exchange Act. 
 Business Day: Any day other than a Saturday, Sunday or
U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed. If the time to perform any action hereunder falls on a day that is not a Business Day, such time
will be extended to the next Business Day and no Additional Interest shall accrue for the intervening period. 
 Closing
Date: The date of this Agreement. 
 Commission: The Securities and Exchange Commission. 

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of
(i) the filing and effectiveness under the Securities Act of the 

  
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Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities
in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were validly tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. 

Exchange Act: The Securities Exchange Act of 1934. 
 Exchange Date: As defined in Section 3(a) hereto. 
 Exchange
Offer: The registration by the Company under the Securities Act of the issuance of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities
the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders. 
 Exchange Offer Registration Statement: The Registration Statement relating to the
Exchange Offer, including the related Prospectus. 
 Exchange Securities or Exchange Notes: The Second Lien Senior
Secured Notes due 2016, of the same series under the Indenture (and having the same rights and provisions, except for registration rights) as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer
Restricted Securities pursuant to this Agreement in the Exchange Offer. 
 FINRA: Financial Industry Regulatory
Authority, Inc. 
 Holders: As defined in Section 2(b) hereof. 

Indemnified Holder: As defined in Section 8(a) hereof. 

Indenture: As defined in the preamble hereto. 
 Initial Notes: As defined in the preamble hereto. 
 Initial
Placement: The issuance and sale by the Company of the Initial Securities to the Purchasers pursuant to the Purchase Agreements. 
 Initial Securities: As defined in the preamble hereto. 
 Interest
Payment Date: As defined in the Indenture and the Securities. 
 Person: An individual, partnership, corporation,
trust or unincorporated organization, or a government or agency or political subdivision thereof. 

  
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 Prospectus: The prospectus included in a Registration Statement, as amended or
supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

Purchaser: Each “Purchaser” named in a Purchase Agreement. 

Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange
Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement,
(ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Restricted Holder: A holder (i) that is an Affiliate of the Company within the meaning of Rule 405 or Rule 144, (ii) who
acquires Exchange Notes outside the ordinary course of such holder’s business, (iii) who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Notes and
(iv) that is a Broker-Dealer, but only with respect to Exchange Notes received by such Broker-Dealer pursuant to the Exchange Offer in exchange for Transfer Restricted Securities acquired by the Broker-Dealer directly from the Company.

 Rule 144: Rule 144 promulgated under the Securities Act. 

Securities: The Initial Securities and/or the Exchange Securities, as applicable. 

Securities Act: The Securities Act of 1933. 
 Shelf Effectiveness Deadline: As defined in Section 4(a) hereof. 

Shelf Registration Statement: As defined in Section 4(a) hereof. 

Transfer Restricted Securities: The Initial Securities; provided that the Initial Securities shall cease to be Transfer
Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Initial Securities has become effective under the Securities Act and such Initial Securities have been exchanged or disposed
of pursuant to such Registration Statement; (ii) such Initial Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Initial Securities relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iii) the date that is one (1) year after the date of this Agreement, if the holder of such Initial Securities is eligible to dispose of all of the
Initial Securities held by such holder within a three (3) month period pursuant to Rule 144(e) (or any successor provision thereto) and the restrictive legend has been removed from all certificates evidencing such Initial Securities; or
(iv) the date on which such Initial Securities cease to be outstanding. 
 Trust Indenture Act: The Trust Indenture
Act of 1939. 

  
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 Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the public. 
 SECTION 2. Securities Subject to
this Agreement. 
 (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are
the Transfer Restricted Securities. 
 (b) Holders of Transfer Restricted Securities. A Person, including each Purchaser,
is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities, whether such Person owns such Transfer Restricted Securities directly or through nominees. 

SECTION 3. Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), or there are no
Transfer Restricted Securities outstanding, the Company and the Guarantors shall, as soon as practicable after the Closing Date, (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) use commercially
reasonable efforts to cause such Exchange Offer Registration Statement to become effective, (iii) in connection with the foregoing, use commercially reasonable efforts to (A) file all preeffective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and
(C) cause all necessary filings, if any, in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of
the Exchange Offer, provided, however, that neither the Company nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already
subject, and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall use commercially reasonable efforts to Consummate the Exchange Offer as soon as
practicable after the Closing Date, but in any event not later than 180 days following the Closing Date (such 180th day being the “Exchange Date”). The Exchange Offer, if required pursuant to this Section 3(a), shall be on the
appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

 (b) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a)
above, the Company and the Guarantors shall use commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open for a period of not less than the minimum period
required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to
the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. 

  
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 (c) The Company shall indicate in a “Plan of Distribution” section contained in
the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities
(other than Initial Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect
to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 
 Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act
in connection with resales of any Exchange Securities received by such Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such
Broker-Dealer to satisfy such prospectus delivery requirement. The Company and the Guarantors shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by
the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of marketmaking activities or other trading
activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days
from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with marketmaking or other trading activities.

 Upon request, the Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers
within five Business Days after such request at any time during such 180 day (or shorter, as provided in the foregoing sentence) period in order to facilitate such resales. 
 SECTION 4. Shelf Registration. 
 (a) Shelf Registration. If
(i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the
procedures set forth in Section 6(a)(i) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date, (A) one or more Purchasers make a
request to the Company with respect to Transfer Restricted Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer or (B) any Holder of Transfer Restricted Securities notifies the Company that (1) such Holder
is prohibited 

  
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by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public
without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted
Securities acquired directly from the Company or one of its Affiliates, then the Company and the Guarantors shall use commercially reasonable efforts to cause to be filed and declared effective a shelf registration statement pursuant to Rule 415
under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), as soon as practicable after the Closing Date and in any event, on or prior to the 90th
day after the date such obligation arises pursuant to this clause (such later date being the “Shelf Effectiveness Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of
which shall have provided the information required pursuant to Section 4(b) hereof. 
 Each of the Company and the
Guarantors shall use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that
it is available for resales of Transfer Restricted Securities by the Holders of such Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement in all material respect, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one year period
referred to in Rule 144 applicable to securities held by nonaffiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant
to such Shelf Registration Statement). 
 (b) Provision by Holders of Certain Information in Connection with the Shelf
Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in
writing, within 20 Business Days after receipt of a request therefor, such information as required by Regulation S-K of the Securities Act or, reasonably requested by the Company for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until (and from and after such time) such Holder shall have provided all such information. Each
Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not
materially misleading and shall promptly supply such other information as the Company may from time to time reasonably request. 

(c) Certification. Within fifteen (15) business days following receipt of written request from the Company by any Holder
(which request shall not be made more than once in any calendar year), such Holder shall certify to the Company that such holder continues to hold Transfer Restricted Securities (the “Certification”). If a Holder fails to provide the
Certification within the fifteen (15) business day period referred to in the immediately preceding sentence, the Company reserves the right, in its sole discretion, to remove such Holder’s Transfer Restricted


  
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Securities from a Registration Statement within fifteen (15) business days after receipt by such holder of a second written notice specifying that the Holder may be removed from such
Registration Statement unless such holder provides the Certification within such subsequent fifteen (15) business day period. The Company will use commercially reasonable efforts to notify all Holders of the certification request pursuant to
this Section 4(c). 
 SECTION 5. Additional Interest. If (i) the Exchange Offer has not been Consummated
by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission by the Shelf Effectiveness Deadline or (iii) any Registration Statement required by this Agreement has been
declared effective but ceases to be effective or otherwise available at any time for more than 60 calendar days in a twelve month period during which it is required to be effective under this Agreement (each such event referred to in
clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately
following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per
annum on the principal amount of Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay Additional Interest for more than one Registration Default at any given time. At the cure of
all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities.

 All accrued Additional Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause
the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes
and the Exchange Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted
Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. 

SECTION 6. Registration Procedures. 
 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) hereof, shall use commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions: 
 (i) If in the reasonable opinion of counsel to the Company
there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to use commercially reasonable efforts to seek a no-action letter or other favorable decision from the
Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted 

  
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Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially
unreasonable action to effect a change of Commission policy. In connection with the foregoing, each of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to
the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a resolution (which need
not be favorable and which need not be a written resolution) by the Commission staff of such submission. 
 (ii)
As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of
the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect
that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued
in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, and (D) only if such Holder is a Broker-Dealer that will receive Exchange Securities in exchange for Initial Securities that such
Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will deliver a Prospectus, as required by law, in connection with any sale of such Exchange Securities. In addition, all such Holders of
Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. As a condition to its participation in the Exchange Offer, each Holder hereby acknowledges and agrees that any Holder that is a
Broker-Dealer using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc.(available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman &
Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or
508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company. 

(b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement,
each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in
accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with 

  
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the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution thereof. 
 (c) General Provisions. In
connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Company and the Guarantors shall: 
 (i) use commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any
regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained
therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, if Commission review is required, use commercially reasonable efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter; 
 (ii) use commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the
Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 
 (iii) advise each Holder whose Transfer Restricted Securities have been included in a Shelf Registration Statement, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by
any state securities commission of the qualification of the Transfer 

  
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Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the happening of any event that makes any
statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the
Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission
or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 

(iv) in the case of a Shelf Registration Statement, furnish without charge, upon request, to each selling Holder named in
any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if
any, for a period of at least three Business Days, and make the Company’s representatives available for discussion of such documents and other customary due diligence matters, and the Company will not file any such Registration Statement or
Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which a Holder of Transfer Restricted Securities covered by such Registration Statement or the
underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of a Holder or
underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission. Notwithstanding the foregoing, the
Company shall not be required to take any actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for the Company, in compliance with applicable law; 

(v) in the case of a Shelf Registration Statement, promptly prior to the filing of any document that is to be incorporated
by reference into a Registration Statement or Prospectus in connection with such registration or sale, if any, provide copies of such document to each selling Holder named in the Registration Statement in connection with such exchange, registration
or sale, if any, and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters subject to execution and delivery of customary
confidentiality agreements, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 

  
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 (vi) in the case of a Shelf Registration Statement, make available at
reasonable times for inspection by the selling Holders, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such selling Holder or any of the
underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information
reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in
meetings with investors to the extent requested by the managing underwriter(s), if any; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality
agreements and procedures with respect thereto; 
 (vii) in the case of a Shelf Registration Statement, if
requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal
amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

(viii) in the case of a Shelf Registration Statement, upon request, furnish to each selling Holder and each of the
underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules (without all documents incorporated by reference
therein or exhibits thereto, unless requested); 
 (ix) in the case of a Shelf Registration Statement, upon
request, deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request;
provided, that if no Registration Statement is effective or no Prospectus is usable in accordance with the provisions of Section 6(b) hereof, the Company shall deliver to each selling Holder a notice to that effect in response to such
request; each of the Company and the Guarantors hereby consents to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with
the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
 (x) in the case of a Shelf Registration Statement, upon the reasonable request of such Holder, enter into such agreements (including an underwriting agreement


  
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containing customary terms), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably requested by any Holder or Holders of Transfer Restricted Securities or underwriter in
connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the
Company and the Guarantors shall: 
 (A) upon the request of any Holder, furnish to each underwriter, if any, in
such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement: 

(1) a certificate in customary form, dated the date of effectiveness of the Shelf Registration Statement, as the case may
be, signed by (y) the Chief Executive Officer or any Vice President and (z) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in paragraphs (i) and
(ii) of Section 6(c) of the Purchase Agreement and such other matters as such parties may reasonably request; 
 (2) an opinion in customary form, dated the date of the effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the matters customarily covered in
opinions request in similar underwritten offerings (including so-called “10b-5” letters) and such other matters as such parties may reasonably request; and 

(3) use commercially reasonable efforts to obtain a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Company’s independent accountants, together with a bring down comfort letter, each in the customary form and covering matters of the type customarily requested to be covered in comfort letters by
underwriters in connection with primary underwritten offerings; 
 (B) deliver such other documents and
certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of
the Guarantors pursuant to this Section 6(c)(x), if any; and 
 (C) set forth in the underwriting agreement
customary indemnification provisions from the Company. 

  
 -12-









 (xi) prior to any public offering of Transfer Restricted Securities,
cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that none of the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 

(xii) shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration
Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder, such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be, and in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for
cancellation; 
 (xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names
as the Holders or the underwriter(s), if any, may request at least three Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 

(xiv) use commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration
Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted
Securities, subject to the proviso contained in Section 6(c)(xi) hereof; 
 (xv) if any fact or event
contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein not misleading; 
 (xvi) provide a CUSIP number for all Securities not later than the
effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all
other action necessary to ensure that all such Securities are eligible for deposit with the Depository Trust Company; 

  
 -13-









 (xvii) cooperate and assist in any filings required to be made with FINRA
and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xviii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelvemonth period
commencing after the effective date of the Registration Statement; 
 (xix) cause the Indenture to be qualified
under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to
effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 

(xx) to the extent such documents are not electronically filed with the Commission’s Electronic Data Gathering,
Analysis and Retrieval system, provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act. 

(d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice
referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof, or
(ii) it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (each, a
“Suspension Period”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the
Company with more recently dated Prospectuses, or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such
Registration Statement shall 

  
 -14-









 
have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no such
extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration
Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 

SECTION 7. Registration Expenses. 
 (a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless
of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of
any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws;
(iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services; (iv) all fees and disbursements of counsel for
the Company and the Guarantors and, subject to Section 7(b) hereof, reasonable and documented fees and disbursements for one counsel for all of the Holders of Transfer Restricted Securities; (v) all application and filing fees in
connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; (vi) all fees and disbursements of independent certified public accountants of the Company and the
Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance); and (vii) all fees and disbursements of the Trustee and its counsel. 

Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Purchaser and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold
pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of not more
than one counsel, which shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 

SECTION 8. Indemnification. 
 (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the 

  
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Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and
against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable out-of-pocket costs of investigating, preparing, pursuing, settling,
compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or
several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or
expenses are (i) caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use
therein or (ii) out of sales of Transfer Restricted Securities registered on a Registration Statement made during a Suspension Period after notice is given pursuant to Section 6(d) hereof. This indemnity agreement shall be in addition to
any liability which the Company or any of the Guarantors may otherwise have. 
 In case any action or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the
Indemnified Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors
of its obligations pursuant to this Agreement except to the extent that it had been materially prejudiced by such failure. Such Indemnified Holder shall have the right to employ its own counsel in any such action, and the fees and expenses of such
counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in
connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and the Guarantors shall be liable for any settlement of any such action
or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder
from and against any loss, claim, damage, liability or reasonable out-of-pocket expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without
the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a party 

  
 -16-









 
thereto), unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim,
litigation or proceeding and (ii) does not include a statement as to an admission of fault, culpability or a failure to act, by or on behalf of the Indemnified Holder. 
 (b) By its acquisition of Transfer Restricted Securities each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and
their respective directors and officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company
or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified
Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the
Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the
Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. The liability of any Holder of
Transfer Restricted Securities under this Section 8(b) shall not exceed the aggregate net proceeds to such Holder, if any, received from the sale of Transfer Restricted Securities or Exchange Securities pursuant to any Registration Statement.

 (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a)
or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds to the Company
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or
expenses, and such Registration Statement (and, if applicable, from sales of Transfer Restricted Securities pursuant to a Shelf Registration Statement), or if such allocation is not permitted by applicable law, the relative fault of the Company and
the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The
relative fault of the Company, on the one hand, and of the Indemnified Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid 

  
 -17-









 
or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second
paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, the total amount to be contributed by a Holder pursuant to this
Section 8 shall be limited to the aggregate net proceeds, if any, received by such Holder from the sale of Transfer Restricted Securities or Exchange Securities pursuant to any Registration Statement. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 
 SECTION 9. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lockup letters and other documents required under the terms of such underwriting arrangements. 
 SECTION 10. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the
Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company. 

SECTION 11. Miscellaneous. 
 (a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 
 (b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that


  
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violates the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Other than this Agreement, the Registration Rights Agreement for the Second Lien
Notes and the Registration Rights Agreement for the Convertible Notes, neither the Company nor any of the Guarantors has entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to
the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof. 

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 11(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted
Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by
the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that
does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of the Trustee hereunder, the Company shall obtain the written consent of the Trustee with
respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 
 (d)
Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery: 
 (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and 
 (ii) if to the Company: 

Horizon Lines, LLC 
 4064 Colony Road 
 Suite 200 

Charlotte, North Carolina 28211 
 Fax: (704) 973-7010 
 Attention: Michael F. Zendan II

 With a copy to: 
 Kirkland & Ellis LLP 
 601 Lexington Avenue 

New York, NY 10022 
 Fax: (212) 446-6460 
 Attention: Christian O. Nagler


  
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 All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery. 
 Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. 
 (e)
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of
Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer
Restricted Securities from such Holder. 
 (f) Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 
 (i) Severability. In the event that any
one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby. 
 (j) Entire Agreement. This Agreement is
intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter. 
 (k) Use of FWP. No Holder
shall use, in any offering registered on a Registration Statement, a Free Writing Prospectus prepared by or on behalf of the relevant Holder or used or referred to by such Holder in connection with the offering of Transfer Restricted Securities
without the prior written consent of the Company, which consent shall not be unreasonably withheld. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	HORIZON LINES, LLC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES, INC.
	HORIZON LINES HOLDING CORP.
	HAWAII STEVEDORES, INC.
	HORIZON LINES OF PUERTO RICO, INC.
	HORIZON LINES OF ALASKA, LLC
	HORIZON LINES OF GUAM, LLC
	HORIZON LINES VESSELS, LLC
	H-L DISTRIBUTION SERVICE, LLC
	HORIZON LOGISTICS, LLC
	AERO LOGISTICS, LLC
	SEA-LOGIX, LLC
	HORIZON SERVICES GROUP, LLC
		
	By:	 	  

		 	Name:
		 	Title:









 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written: 
  

			
	By:	 	Purchasers
		
	By:	 	  

		 	Authorized Signatory: