Exhibit 10.11






Exhibit 10.11




Execution Version




Notwithstanding anything herein to the contrary, the liens and security interests granted to Agent
pursuant to this Agreement, and the exercise of any right or remedy by Agent hereunder, are subject
to the provisions of the Intercreditor Agreement dated as of October 5, 2011 (as amended, restated,
supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among
Agent, as ABL Agent, the Notes Agents, and the Grantors from time to time party thereto. In the
event of any conflict between the terms of the Intercreditor Agreement and the terms of this
Agreement, the terms of the Intercreditor Agreement shall govern and control. Any reference to
“priority” or words of similar effect in describing any of the security interests created hereunder
shall be understood to refer to such priority as set forth in the Intercreditor Agreement. All
representations, warranties and covenants in this Agreement shall be subject to the provisions and
qualifications set forth in this paragraph.



SECURITY AND PLEDGE AGREEMENT




This SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is entered into as of October
5, 2011, by and among the Grantors listed on the signature pages hereof and those additional
Persons that hereafter become parties hereto by executing a Joinder (as defined below) (each, a
“Grantor”, and collectively, the “Grantors”), and WELLS FARGO CAPITAL FINANCE, LLC
(“WFCF”), in its capacity as agent for the Secured Parties (as defined below) (in such
capacity, together with its successors and assigns in such capacity, “Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Credit Agreement of even date herewith (as amended,
restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by
and among HORIZON LINES, INC., a Delaware corporation (“Parent”), HORIZON LINES, LLC, a
Delaware limited liability company, as borrower (“Borrower”), the lenders party thereto
(such lenders, together with their respective successors and assigns in such capacity, each,
individually, a “Lender” and, collectively, the “Lenders”), and Agent, the Lender
Group has agreed to make certain financial accommodations available to Borrower from time to time
pursuant to the terms and conditions thereof; and



WHEREAS, Agent has agreed to act as agent for the benefit of the Secured Parties in connection
with the transactions contemplated by the Credit Agreement and this Agreement; and



WHEREAS, in order to induce the Lender Group to enter into the Credit Agreement and the other
Loan Documents and to induce the Lender Group to make financial accommodations to Borrower as
provided for in the Credit Agreement, the Grantors have agreed to grant a continuing security
interest in and to the Collateral in order to secure the prompt and complete payment, observance
and performance of, among other things, the Secured Obligations.



NOW, THEREFORE, for and in consideration of the recitals made above and other good and
valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:



1. Defined Terms. All initially capitalized terms used herein (including in the
preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the
Credit Agreement or, if not defined in the Credit Agreement, the meanings ascribed thereto in
the Intercreditor Agreement. Any terms (whether capitalized or lower case) used in this Agreement
that are defined in the Code shall be construed and defined as set forth in the Code unless
otherwise defined herein or in the Credit Agreement; provided, however, that to the
extent that the Code is used to define any term used herein and if such term is defined differently
in different Articles of the Code, the definition of such term contained in Article 9 of the Code
shall govern. In addition to those terms defined elsewhere in this Agreement, as used in this
Agreement, the following terms shall have the following meanings:


(a) “ABL Priority Collateral” has the meaning specified therefore in the Intercreditor
Agreement.



(b) “Account” means an account (as that term is defined in Article 9 of the Code).



 


 









 






(c) “Account Debtor” means an account debtor (as that term is defined in the Code).



(d) “Activation Instruction” has the meaning specified therefor in Section
6(k).



(e) “Agent” has the meaning specified therefor in the preamble to this Agreement.



(f) “Agent’s Liens” has the meaning specified therefor in the Credit Agreement.



(g) “Agreement” has the meaning specified therefor in the preamble to this Agreement.



(h) “Bank Product Obligations” has the meaning specified therefor in the Credit
Agreement.



(i) “Bank Product Provider” has the meaning specified therefor in the Credit
Agreement.



(j) “Bankruptcy Code” has the meaning specified therefor in the Credit Agreement.



(k) “Books” means books, records (including each Grantor’s Records indicating,
summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each
Grantor’s Records relating to such Grantor’s business operations or financial condition, and each
Grantor’s goods or General Intangibles related to such information), ledger cards, files,
correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals,
computer software and related documentation, computer printouts, tapes, disks and other electronic
storage media and related data processing software and similar items that at any time evidence or
contain information relating to any of the Collateral or are otherwise necessary or helpful in the
collection thereof or realization thereupon.


 


2









 





(l) “Borrower” has the meaning specified therefor in the recitals to this Agreement.



(m) “Business Day” has the meaning specified therefor in the Credit Agreement.



(n) “Cash Equivalents” has the meaning specified therefor in the Credit Agreement.



(o) “Chassis” means equipment consisting of bare chassis (as customarily defined in
the container shipping and transportation industry) utilized for purposes of container
transportation.



(p) “Chartered Vessel” has the meaning specified therefor in the Credit Agreement.



(q) “Chartered Vessel Documents” has the meaning specified therefor in the Credit
Agreement.



(r) “Chattel Paper” means chattel paper (as that term is defined in the Code), and
includes tangible chattel paper and electronic chattel paper.



(s) “Code” means the New York Uniform Commercial Code, as in effect from time to time;
provided, however, that in the event that, by reason of mandatory provisions of
law, any or all of the attachment, perfection, priority, or remedies with respect to Agent’s Lien
on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the term “Code” means the Uniform Commercial Code as
enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority, or remedies.



(t) “Collateral” has the meaning specified therefor in Section 2.



(u) “Collateral Support” means all property (real or personal) assigned, hypothecated
or otherwise securing any Collateral and shall include any security agreement or other agreement
granting a lien or security interest in such real or personal property.



(v) “Collections” has the meaning specified therefor in the Credit Agreement.



(w) “Commercial Tort Claims” means commercial tort claims (as that term is defined in
the Code), and includes those commercial tort claims listed on Schedule 2.



(x) “Control Agreement” has the meaning specified therefor in the Credit Agreement.



(y) “Controlled Account” has the meaning specified therefor in Section 6(k).


 


3









 





(z) “Controlled Account Agreements” means those certain cash management agreements, in
form and substance reasonably satisfactory to Agent, each of which is executed and delivered by a
Grantor, Agent, and one of the Controlled Account Banks.



(aa) “Controlled Account Bank” has the meaning specified therefor in Section
6(k).



(bb) “Copyrights” means any and all rights in any works of authorship, including (i)
copyrights and moral rights, (ii) copyright registrations and recordings thereof and all
applications in connection therewith including those listed on Schedule 3, (iii) income,
license fees, royalties, damages, and payments now and hereafter due or payable under and with
respect thereto, including payments under all licenses entered into in connection therewith and
damages and payments for past, present, or future infringements, misappropriations, and violations
thereof, (iv) the right to sue for past, present, and future infringements, misappropriations, and
violations thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the
world.



(cc) “Copyright Security Agreement” means each Copyright Security Agreement executed
and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit
A.



(dd) “CoT Chassis” means Chassis, but only if the perfection of a security interest in
such chassis is subject to a certificate of title statute that provides for such security interest
to be indicated on such certificate of title as a condition or result of perfection.



(ee) “Credit Agreement” has the meaning specified therefor in the recitals to this
Agreement.



(ff) “Deposit Account” means a deposit account (as that term is defined in the Code).



(gg) “Documents” means documents (as that term is defined in the Code).



(hh) “Equipment” means (i) any and all equipment (as that term is defined in the
Code), and (ii) all Vessels (regardless of whether classified as equipment under the Code).



(ii) “Event of Default” has the meaning specified therefor in the Credit Agreement.



(jj) “Excluded Accounts” means (a) Deposit Accounts specially and exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for Parent’s or its
Subsidiaries’ employees, and (b) other Deposit Accounts, so long as (i) the balance of each such
Deposit Account is transferred to a Deposit Account that is subject to a Control Agreement not less
than once during every five (5) Business Days and (ii) the balance in any such Deposit Account does
not exceed $2,000,000 for more than one (1) Business Day and the balance in all such Deposit
Accounts does not exceed $5,000,000 for more than one (1) Business Day, but in any event, the
balance in all such Deposit Accounts does not exceed $10,000,000 at any time.


 


4









 





(kk) “Excluded Assets” means:



(i) any rights or interest in any contract, lease, permit, license, or license agreement
covering real or personal property of any Grantor if under the terms of such contract, lease,
permit, license, or license agreement with respect thereto, the grant of a security interest or
lien therein is validly prohibited, including, but not limited to, (A) any Capital Construction
Fund Agreement entered into between any Loan Party and the United States of America under 46 U.S.C.
Chapter 535, (B) the Fund (as defined in any such Capital Construction Fund Agreement) permitted
hereunder and established pursuant to 46 U.S.C. Chapter 535, and (C) any assets in any such Fund to
the extent such assets are permitted to be deposited therein or otherwise exist therein under the
terms of the Loan Documents, and, in each case, to the extent and for so long as such Capital
Construction Fund Agreement validly prohibits a Lien on such agreement, Fund or assets in favor of
Agent or any other Person; provided that (x) the Grantors shall notify Agent of the
existence of any Deposit Account or Securities Account related thereto otherwise in accordance with
the terms of the Loan Documents, along with a written statement as to whether such Deposit Account
or Securities Account constitutes Excluded Assets and (y) if such Deposit Account or Securities
Account constitutes Excluded Assets, the Grantors shall promptly notify Agent if at any time such
Deposit Account or Securities Account thereafter no longer constitutes Excluded Assets);



(ii) (A) any interest in, to or under any Vessel (which term, for purposes of this clause
(ii), shall include the Stock of a Person substantially all of the assets of which is a Vessel, as
the context may require but which, for the avoidance of doubt, shall exclude any Vessel identified
as a “Mortgaged Vessel” on Schedule 7a)that is or will be subject to a Lien permitted by
clause (bb) of the definition of “Permitted Lien” in the Credit Agreement in favor of the United
States as collateral for guarantees issued under 46 U.S.C. Chapter 537, (B) any “escrow fund” (as
such term is used in 46 U.S.C. § 53715) permitted under the terms of the Loan Documents and
established pursuant to 46 U.S.C. § 53715, (C) any “deposit fund” (as such term is used in 46
U.S.C. § 53716) permitted under the terms of the Loan Documents and established pursuant to 46
U.S.C. § 53716, and (D) any assets in any such “escrow fund” or “deposit fund” to the extent such
assets are permitted to be deposited therein or otherwise exist therein under the terms of the Loan
Documents; provided that in each case of this clause (ii), such assets or such “escrow
fund” or “deposit fund”, as the case may be, shall constitute “Excluded Assets” only to the extent
and for so long as such statutes or the United States validly prohibits a Lien on such assets or
such “escrow fund” or “deposit fund” in favor of Agent or any other Person and the Grantors shall
notify Agent of the existence of any Deposit Account or Securities Account related thereto
otherwise in accordance with the terms of the Loan Documents, along with a written statement as to
whether such Deposit Account or Securities Account constitute Excluded Assets; provided,
further, that if any asset or “escrow fund” or “deposit fund” constituting an Excluded Asset as of
the date hereof shall cease to be an Excluded Asset the Grantors shall promptly notify Agent that
such asset or “escrow fund” or “deposit fund” is no longer an “Excluded Asset”;



(iii) Equipment or other assets owned by any Loan Party on the date hereof or hereafter
acquired that are subject to a Lien securing a purchase money obligation or Capital Lease
obligation permitted to be incurred pursuant to the provisions of the Credit
Agreement to the extent the contract or other agreement in which such Lien is granted (or the
documentation providing for such purchase money obligation or Capital Lease obligation) validly
prohibits the creation of any other Lien on such Equipment or assets;


 


5









 





(iv) any United States intent-to-use trademark applications to the extent that, and solely
during the period in which, the grant of a security interest therein would impair the validity or
enforceability of such intent-to-use trademark applications under applicable federal law, provided
that upon submission and acceptance by the PTO of an amendment to allege use pursuant to 15 U.S.C.
Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be
considered Collateral;



(v) capital Stock (A) of any Subsidiary of a Foreign Subsidiary or (B) of any Domestic
Subsidiary, to the extent such Domestic Subsidiary’s only assets are the capital Stock of a Foreign
Subsidiary and such pledge would result in material adverse federal tax consequences to the Parent,
and any Foreign Subsidiary of such Domestic Subsidiary;



(vi) any voting Stock that is issued by a Foreign Subsidiary (that is a corporation for United
States federal income tax purposes) and owned by Parent or any Grantor, if and to the extent that
the inclusion of such voting security in the Collateral would cause the Collateral pledged by
Parent or such Grantor, as the case may be, to include in the aggregate more than 65% of the total
combined voting power of all classes of voting securities of such Foreign Subsidiary;




(vii) any property or assets owned by any Subsidiary of Parent which is not a Grantor;




(viii) any assets other than ABL Priority Collateral which do not secure Notes Obligations



(ix) any assets or other property, the granting or perfection of a Lien which is expressly
prohibited by applicable law;



provided that (A) the foregoing exclusions (other than clauses (iv), (v), (vi), (vii)
and (viii)) shall in no way be construed (1) to apply to the extent that any described prohibition
or restriction is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other
applicable law, or (2) to apply to the extent that such prohibition is not terminated or any
consent or waiver has been obtained that would permit Agent’s security interest or lien
notwithstanding the prohibition or restriction on the pledge of such assets and (B) the foregoing
exclusions (other than clauses (iv), (vii) and (viii)) shall in no way be construed to limit,
impair, or otherwise affect any of Agent’s, any other member of the Lender Group’s or any Bank
Product Provider’s continuing security interests in and liens upon any rights or interests of any
Grantor in or to (1) monies due or to become due under or in connection with any described
contract, lease, permit, license, license agreement, or Stock (including any Accounts or Stock), or
(2) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease,
permit, license, license agreement, or Stock.



(ll) “Fixtures” means fixtures (as that term is defined in the Code).


 


6









 





(mm) “Foreign Subsidiary” has the meaning specified therefor in the Credit Agreement.



(nn) “General Intangibles” means general intangibles (as that term is defined in the
Code), and includes payment intangibles, contract rights, rights to payment, rights arising under
common law, statutes, or regulations, choses or things in action, goodwill, Intellectual Property,
Intellectual Property Licenses, purchase orders, customer lists, monies due or recoverable from
pension funds, route lists, rights to payment and other rights under any royalty or licensing
agreements, including Intellectual Property Licenses, infringement claims, pension plan refunds,
pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims,
interests in a partnership or limited liability company which do not constitute a security under
Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money,
Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable
Collateral, and oil, gas, or other minerals before extraction.



(oo) “Grantor” and “Grantors” have the respective meanings specified therefor
in the preamble to this Agreement.



(pp) “Guaranty” has the meaning specified therefor in the Credit Agreement.



(qq) “Insolvency Proceeding” has the meaning specified therefor in the Credit
Agreement.



(rr) “Intellectual Property” means any and all (i) Patents, Copyrights, Trademarks,
trade secrets, know-how, inventions (whether or not patentable), algorithms, software programs
(including source code and object code), processes, product designs, industrial designs,
blueprints, drawings, data, customer lists, URLs and domain names, specifications, documentations,
reports, catalogs, literature, and any other forms of technology or proprietary information of any
kind, including all rights therein and all applications for registration or registrations thereof,
(ii) all copies and embodiments of any of the foregoing (in whatever form or medium), (iii) all
income, royalties, damages and payments now and hereafter due or payable under and with respect
thereto, including payments under all licenses entered into in connection therewith and damages and
payments for past, present, or future infringements, misappropriations, or violations thereof, (iv)
the right to sue for past, present, and future infringements, misappropriations, or violations
thereof, and (v) all rights corresponding thereto throughout the world.



(ss) “Intellectual Property Licenses” means, with respect to any Person (the
“Specified Party”), (i) any licenses or other similar rights provided to the Specified
Party in or with respect to Intellectual Property owned or controlled by any other Person, (ii) any
licenses or other similar rights provided to any other Person in or with respect to Intellectual
Property owned or controlled by the Specified Party, in each case, including (A) any software
license agreements (other than license agreements for commercially available off-the-shelf software
that is generally available to the public which have been licensed to a Grantor pursuant to
end-user licenses), (B) the license agreements listed on Schedule 3, and (C) the right to
use any of the licenses or other similar rights described in this definition in connection with the
enforcement of the Secured Parties’ rights under the Loan Documents, (iii) all income, royalties,
damages and
payments now and hereafter due or payable under and with respect to clauses (i) and (ii)
above, including payments thereunder and damages and payments for past, present, or future
infringements, misappropriations, and violations thereof, (iv) the right to sue for past, present,
and future breach, or violations thereof, and (v) all rights corresponding thereto throughout the
world.


 


7









 





(tt) “Intercreditor Agreement” has the meaning specified therefor in the Credit
Agreement.



(uu) “Inventory” means inventory (as that term is defined in the Code).



(vv) “Investment Related Property” means (i) any and all investment property (as that
term is defined in the Code), and (ii) any and all of the following (regardless of whether
classified as investment property under the Code): all Pledged Interests, Pledged Operating
Agreements, and Pledged Partnership Agreements.



(ww) “Joinder” means each Joinder to this Agreement executed and delivered by Agent
and each of the other parties listed on the signature pages thereto, in substantially the form of
Annex 1.



(xx) “Lender Group” has the meaning specified therefor in the Credit Agreement.



(yy) “Lender” and “Lenders” have the respective meanings specified therefor in
the recitals to this Agreement.



(zz) “Lien” has the meaning specified therefor in the Credit Agreement.



(aaa) “Loan Document” has the meaning specified therefor in the Credit Agreement.



(bbb) “Material Adverse Change” has the meaning specified therefor in the Credit
Agreement.



(ccc) “Mortgage” means a mortgage, deed of trust, or deed to secure debt, in form and
substance reasonably satisfactory to Agent.



(ddd) “Negotiable Collateral” means letters of credit, letter-of-credit rights,
instruments, promissory notes, drafts and documents (as each such term is defined in the Code) and
Pledged Notes.



(eee) “Notes Agent” has the meaning specified therefore in the Intercreditor
Agreement.



(fff) “Notes Obligations” has the meaning specified therefore in the Intercreditor
Agreement



(ggg) “Obligations” has the meaning specified therefor in the Credit Agreement.


 


8









 





(hhh) “Parent” has the meaning specified therefor in the recitals to this Agreement.



(iii) “Patents” means patents and patent applications, including (i) the patents and
patent applications listed on Schedule 3, (ii) all continuations, divisionals,
continuations-in-part, re-examinations, reissues, and renewals thereof and improvements thereon,
(iii) all income, royalties, damages and payments now and hereafter due or payable under and with
respect thereto, including payments under all licenses entered into in connection therewith and
damages and payments for past, present, or future infringements, misappropriations, or violations
thereof, (iv) the right to sue for past, present, and future infringements, misappropriations, or
violations thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the
world.



(jjj) “Patent Security Agreement” means each Patent Security Agreement executed and
delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit B.



(kkk) “Permitted Liens” has the meaning specified therefor in the Credit Agreement.



(lll) “Person” has the meaning specified therefor in the Credit Agreement.



(mmm) “Pledged Companies” means each Person listed on Schedule 4 as a “Pledged
Company”, together with each other Person, all or a portion of whose Stock is acquired or otherwise
owned by a Grantor after the Closing Date.



(nnn) “Pledged Interests” means all of each Grantor’s right, title and interest in and
to all of the Stock listed on Schedule 4 and all other Stock now owned or hereafter
acquired by such Grantor, regardless of class or designation, and all substitutions therefor and
replacements thereof, all proceeds thereof and all rights relating thereto, also including any
certificates representing the Stock, the right to receive any certificates representing any of the
Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise,
in respect thereof and the right to receive all dividends, distributions of income, profits,
surplus, or other compensation by way of income or liquidating distributions, in cash or in kind,
and all cash, instruments, and other property from time to time received, receivable, or otherwise
distributed in respect of or in addition to, in substitution of, on account of, or in exchange for
any or all of the foregoing.



(ooo) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in
the form of Exhibit D.



(ppp) “Pledged Notes” means all of each Grantor’s right, title and interest in and to
all of the promissory notes listed on Schedule 4 and all other promissory notes now owned
or hereafter acquired by such Grantor, and all substitutions therefor and replacements thereof and
all proceeds thereof and all rights relating thereto.



(qqq) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and
remedies under the limited liability company operating agreements of each of the Pledged Companies
that are limited liability companies.


 


9









 





(rrr) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and
remedies under the partnership agreements of each of the Pledged Companies that are partnerships.



(sss) “Proceeds” has the meaning specified therefor in Section 2.



(ttt) “PTO” means the United States Patent and Trademark Office.



(uuu) “Real Property” means any estates or interests in real property now owned or
hereafter acquired by any Grantor and the improvements thereto.



(vvv) “Records” means information that is inscribed on a tangible medium or which is
stored in an electronic or other medium and is retrievable in perceivable form.



(www) “Rescission” has the meaning specified therefor in Section 6(k).



(xxx) “Secured Notes Priority Collateral” has the meaning specified therefor in the
Credit Agreement.



(yyy) “Secured Obligations” means each and all of the following: (a) all of the
present and future obligations of each of the Grantors arising from, or owing under or pursuant to,
this Agreement, the Credit Agreement, or any of the other Loan Documents (including any Guaranty),
(b) all Bank Product Obligations, and (b) all other Obligations of Borrower (including, in the case
of each of clauses (a), (b) and (c) reasonable and documented attorneys’, agents’ and professional
advisors’ fees and expenses and any interest, fees, or expenses that accrue after the filing of an
Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in
any Insolvency Proceeding).



(zzz) “Secured Parties” means, collectively, Agent, the Lender Group and the Bank
Product Providers.



(aaaa) “Securities Account” means a securities account (as that term is defined in the
Code).



(bbbb) “Security Interest” has the meaning specified therefor in Section 2.



(cccc) “Stock” has the meaning specified therefor in the Credit Agreement.



(dddd) “Supporting Obligations” means supporting obligations (as such term is defined
in the Code), and includes letters of credit and guaranties issued in support of Accounts, Chattel
Paper, documents, General Intangibles, instruments or Investment Related Property.



(eeee) “Trademarks” means any and all trademarks, trade names, registered trademarks,
trademark applications, service marks, registered service marks and service mark applications,
including (i) the trade names, registered trademarks, trademark applications, registered service
marks and service mark applications listed on Schedule 3, (ii) all renewals thereof, (iii)
all income, royalties, damages and payments now and hereafter due or payable under and with respect
thereto, including payments under all licenses entered into in connection
therewith and damages and payments for past or future infringements, misappropriations,
violations, or dilutions thereof, (iv) the right to sue for past, present and future infringements
and dilutions thereof, (v) the goodwill of each Grantor’s business symbolized by the foregoing or
connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the
world.



 


10









 





(ffff) “Trademark Security Agreement” means each Trademark Security Agreement executed
and delivered by Grantors, or any of them, and Agent, in substantially the form of Exhibit
C.



(gggg) “Trigger Period” has the meaning specified therefor in the Credit Agreement



(hhhh) “URL” means “uniform resource locator,” an internet web address.



(iiii) “Vehicles” means Chassis, motor vehicles and other assets subject to a
certificate of title statute (other than Vessels).



(jjjj) “Vessel” means any watercraft or other artificial contrivance used, or capable
of being used, as a means of transportation on water which is owned by and registered in the name
of any of the Grantors or leased by any of the Grantors pursuant to a lease on a demise or bareboat
charter basis or pursuant to an operating agreement constituting a capital lease obligation,
including all spares, equipment, and any additional improvements associated with such watercraft or
contrivance.



(kkkk) “Vessel Fleet Mortgage” means the mortgage or other security document granting
a Lien on a Vessel owned and registered in the name of a Grantor. The Vessel Fleet Mortgage shall
be substantially in the form attached hereto as Exhibit E.



2. Grant of Security. Each Grantor hereby unconditionally grants to Agent, for the
benefit of the Secured Parties, to secure the Secured Obligations, a continuing security interest
(hereinafter referred to as the “Security Interest”) in all of such Grantor’s right, title,
and interest in and to the following, whether now owned or hereafter acquired or arising and
wherever located (the “Collateral”):



(a) all of such Grantor’s Accounts;



(b) all of such Grantor’s Books;



(c) all of such Grantor’s Chattel Paper;



(d) all of such Grantor’s Deposit Accounts;



(e) all of such Grantor’s Goods, Equipment and Fixtures;



(f) all of such Grantor’s General Intangibles;


 


11









 





(g) all of such Grantor’s Intellectual Property and Intellectual Property Licenses;



(h) all of such Grantor’s Documents;



(i) all of such Grantor’s Inventory;



(j) all of such Grantor’s Investment Related Property;



(k) all of such Grantor’s Negotiable Collateral;



(l) all of such Grantor’s Supporting Obligations;



(m) all of such Grantor’s Commercial Tort Claims;



(n) all of such Grantor’s Vehicles;



(o) all of such Grantor’s money or Cash Equivalents or other assets of such Grantor that now
or hereafter comes into existence, whether or not in the possession, custody, or control of Agent
(or its agent or designee) or any other Secured Party; and



(p) all of the proceeds (as such term is defined in the Code) and products, whether tangible
or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims
covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel
Paper, Collateral Support, Deposit Accounts, Equipment, Fixtures, General Intangibles, Goods,
Intellectual Property, Intellectual Property Licenses, Inventory, Investment Related Property,
Negotiable Collateral, Supporting Obligations, Vehicles, money, or other tangible or intangible
property resulting from the sale, lease, license, exchange, collection, or other disposition of any
of the foregoing, the proceeds of any award in condemnation with respect to any of the foregoing,
any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or
any portion thereof or interest therein, and the proceeds thereof, and all proceeds of any loss of,
damage to, or destruction of the above, whether insured or not insured, and, to the extent not
otherwise included, any indemnity, warranty, or guaranty payable by reason of loss or damage to, or
otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the
generality of the foregoing, the term “Proceeds” also includes whatever is receivable or received
when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed
of, whether such disposition is voluntary or involuntary, and includes proceeds of any indemnity or
guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment
Related Property.



Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral”
shall not include Excluded Assets. None of the covenants or representations and warranties herein
or in any other collateral document shall be deemed to apply to any property constituting Excluded
Assets.


 


12









 





3. Security for Secured Obligations. The Security Interest created hereby secures the
payment and performance of the Secured Obligations, whether now existing or arising hereafter.
Without limiting the generality of the foregoing, this Agreement also secures the
payment of all amounts which constitute part of the Secured Obligations and would be owed by
Grantors, or any of them, to Agent, the Secured Parties or any of them, but for the fact that they
are unenforceable or not allowable (in whole or in part) as a claim in an Insolvency Proceeding
involving any Grantor due to the existence of such Insolvency Proceeding.



4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each
of the Grantors shall remain liable under the contracts and agreements included in the Collateral,
including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all
of the duties and obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Agent or any other Secured Party of any of the rights hereunder shall
not release any Grantor from any of its duties or obligations under such contracts and agreements
included in the Collateral, and (c) none of the Secured Parties shall have any obligation or
liability under such contracts and agreements included in the Collateral by reason of this
Agreement, nor shall any of the Secured Parties be obligated to perform any of the obligations or
duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment
assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise
provided in this Agreement, the Credit Agreement, or any other Loan Document, Grantors shall have
the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary
course of their respective businesses, subject to and upon the terms hereof and of the Credit
Agreement and the other Loan Documents. Without limiting the generality of the foregoing, it is
the intention of the parties hereto that record and beneficial ownership of the Pledged Interests,
including all voting, consensual, dividend, and distribution rights, shall remain in the applicable
Grantor until (i) the occurrence and continuance of an Event of Default and (ii) Agent has notified
the applicable Grantor of Agent’s election to exercise such rights with respect to the Pledged
Interests pursuant to Section 15.



5. Representations and Warranties. Each Grantor hereby represents and warrants to
Agent, for the benefit of the Secured Parties, that as of the Closing Date:



(a) The exact legal name of each Grantor, type of entity of each Grantor, its state of
organization, the organizational number issued to it by its state of organization and its federal
employer identification number are set forth on Schedule 1.



(b) Each Grantor’s mailing address and the location of its place of business (if it has only
one) or its chief executive office (if it has more than one place of business), are disclosed in
Schedule 1.



(c) Schedule 1 sets forth all Real Property owned or leased by any of the Grantors.



(d) Schedule 2 sets forth all Commercial Tort Claims of any Grantor for which the
expected amount recoverable exceeds $1,000,000.


 


13









 





(e) Schedule 3 provides a complete and correct list of (i) all registered Copyrights
owned by any Grantor and all applications for registration of Copyrights owned by any Grantor; (ii)
all Intellectual Property Licenses entered into by any Grantor pursuant to which (A) any Grantor
has provided any license or other rights in Intellectual Property that is material
to the business of such Grantor owned or controlled by such Grantor to any other Person other
than non-exclusive licenses granted in the ordinary course of business or (B) any Person has
granted to any Grantor any exclusive license or other rights in Intellectual Property owned or
controlled by such Person that is material to the business of such Grantor, including any
Intellectual Property that is incorporated in any Inventory, software, or other product marketed,
sold, licensed, or distributed by such Grantor, other than licenses of commercially-available
software; (iii) all Patents owned by any Grantor and all applications for Patents owned by any
Grantor; and (iv) all registered Trademarks owned by any Grantor, all applications for registration
of Trademarks owned by any Grantor, and all other Trademarks owned by any Grantor and material to
the conduct of the business of any Grantor.



(f) (i) each Grantor owns exclusively or holds licenses in, or otherwise has the rights to
use, all Intellectual Property that is necessary to the conduct of its business;



(ii) to each Grantor’s knowledge after reasonable inquiry, no Person has infringed or
misappropriated or is currently infringing or misappropriating any Intellectual Property rights
owned by such Grantor, in each case, that either individually or in the aggregate could reasonably
be expected to result in a Material Adverse Change;



(iii) (A) to each Grantor’s knowledge after reasonable inquiry, (1) such Grantor has not in
the past six (6) years infringed or misappropriated and is not currently infringing or
misappropriating any Intellectual Property rights of any Person, and (2) no product manufactured,
used, distributed, licensed, or sold by or service provided by such Grantor has in the past six (6)
years infringed or misappropriated or is currently infringing or misappropriating any Intellectual
Property rights of any Person, in each case, except where such infringement either individually or
in the aggregate could not reasonably be expected to result in a Material Adverse Change, and (B)
there are no pending, or to any Grantor’s knowledge after reasonable inquiry, threatened
infringement or misappropriation claims or proceedings pending against any Grantor, and no Grantor
has received any notice or other communication of any actual or alleged infringement or
misappropriation of any Intellectual Property rights of any Person, in each case, except where such
infringement either individually or in the aggregate could not reasonably be expected to result in
a Material Adverse Change;



(iv) to each Grantor’s knowledge after reasonable inquiry, all registered Copyrights,
registered Trademarks, and issued Patents that are owned by such Grantor and necessary in the
conduct of its business are valid, subsisting and enforceable and in compliance with all legal
requirements, filings, and payments and other actions that are required to maintain such
Intellectual Property in full force and effect , and



(v) each Grantor has taken reasonable steps to maintain the confidentiality of and otherwise
protect and enforce its rights in all trade secrets owned by such Grantor that are material to the
business of such Grantor.


 


14









 





(g) (g) This Agreement creates a valid security interest in the Collateral of each Grantor, to
the extent a security interest therein can be created under the Code, securing the payment of the
Secured Obligations. Except to the extent a security interest in the Collateral cannot be
perfected by the filing of a financing statement under the Code or the delivery of
Control Agreements with respect to Deposit Accounts and Securities Accounts, all filings and
other actions necessary to perfect and protect such security interest have been duly taken or will
have been taken upon the filing of financing statements listing each applicable Grantor, as a
debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on
Schedule 5, or the delivery of Control Agreements with respect to each of the Deposit
Accounts and Securities Accounts listed on Schedule 8. Upon the making of such filings and
the delivery of such Control Agreements, Agent shall have (a) a perfected security interest in and
upon the Secured Notes Priority Collateral (subject only to Permitted Liens) to the extent such
security interest can be perfected by the filing of a financing statement or the delivery of a
Control Agreement and (b) a perfected security interest in and upon the ABL Priority Collateral
(subject only to Permitted Liens) to the extent such security interest can be perfected by the
filing of a financing statement or the delivery of a Control Agreement, in each case, with the Lien
priorities set forth in the Intercreditor Agreement (subject, in each case, only to Permitted Liens
and the relative priorities thereof). Upon filing of the Copyright Security Agreement with the
United States Copyright Office, filing of the Patent Security Agreement and the Trademark Security
Agreement with the PTO, and the filing of appropriate financing statements in the jurisdictions
listed on Schedule 5, all action necessary to protect and perfect the Security Interest in
the United States in and on each Grantor’s Patents, Trademarks, or Copyrights has been taken and
such perfected Security Interest is enforceable as such as against any and all creditors of and
purchasers from any Grantor.



(h) Schedule 4 provides a complete and correct list of all Stock owned by any Grantor
and all other investment property owned by any Grantor.



(i) (i) Except for the Security Interest created hereby, each Grantor is and will at all times
be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other
than Permitted Liens, of the Pledged Interests indicated on Schedule 4 as being owned by
such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the date
hereof; (ii) all of the Pledged Interests are duly authorized, validly issued, fully paid,
nonassessable, and, to the extent that (x) the such Pledged Interests are “securities” for purposes
of Articles 8 and 9 of the Code or (y) the applicable Pledged Company has elected to have such
Pledged Interests treated as “securities” for such purposes, certificated and the Pledged Interests
constitute or will constitute the percentage of the issued and outstanding Stock of the Pledged
Companies of such Grantor identified on Schedule 4 as supplemented or modified by any
Pledged Interests Addendum or any Joinder to this Agreement; (iii) such Grantor has the right and
requisite authority to pledge, the Investment Related Property pledged by such Grantor to Agent as
provided herein; (iv) all actions necessary to perfect and establish, or otherwise protect, Agent’s
Liens in the Investment Related Property, and the proceeds thereof, will have been duly taken, upon
(A) the execution and delivery of this Agreement; (B) the taking of possession by Agent (or its
agent or designee) of any certificates representing the Pledged Interests, together with undated
powers (or other documents of transfer acceptable to Agent) endorsed in blank by the applicable
Grantor; (C) the filing of financing statements in the applicable jurisdiction set forth on
Schedule 5 for such Grantor with respect to the Pledged Interests of such Grantor that are
not represented by certificates, and (D) with respect to any Securities Accounts, and any
securities entitlements or other financial assets credited thereto, the delivery of Control
Agreements with respect thereto; and (v) subject to the Intercreditor Agreement, each Grantor has
delivered to and deposited with Agent all certificates representing the Pledged Interests
owned by such Grantor to the extent such Pledged Interests are represented by certificates,
and undated powers (or other documents of transfer acceptable to Agent) endorsed in blank with
respect to such certificates. None of the Pledged Interests owned or held by such Grantor has been
issued or transferred in violation of any securities registration, securities disclosure, or
similar laws of any jurisdiction to which such issuance or transfer may be subject.



 


15









 





(j) No consent, approval, authorization, or other order or other action by, and no notice to
or filing with, any Governmental Authority or any other Person is required (i) for the grant of a
Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the
execution, delivery, or performance of this Agreement by such Grantor, or (ii) for the exercise by
Agent of the voting or other rights provided for in this Agreement with respect to the Investment
Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except as
may be required (x) in connection with such disposition of Investment Related Property by laws
affecting the offering and sale of securities generally and (y) in connection with the voting or
disposition of Pledged Interests or any other Collateral in order to comply with applicable law and
for the Grantors to maintain their qualification as “citizens of the United States” within the
meaning of 46 U.S.C. § 50501 (a) and (d), qualified to operate in the coastwise trade of the United
States. No Intellectual Property License of any Grantor that is necessary to the conduct of such
Grantor’s business requires any consent of any other Person in order for such Grantor to grant the
security interest granted hereunder in such Grantor’s right, title or interest in or to such
Intellectual Property License.



(k) [Reserved].



(l) Schedule 7a sets forth for each Vessel, (a) its name, (b) its owner, (c) the
arrangements (including intercompany arrangements) pursuant to which the Vessel is chartered or
operated by any Grantor, (d) its class description, (e) the name of its classification society, (f)
its shipyard and year in which the Vessel was constructed and (g) any and all applicable Chartered
Vessel Documents. Except as could not reasonably be expected to result, individually or in the
aggregate, in a Material Adverse Change, the Grantors own or are licensed or otherwise have the
right to use all Vessels. Except as could not reasonably be expected to result, individually or in
the aggregate, in a Material Adverse Change, each Vessel (i) is adequate and suitable for use by
such Grantor in its business as presently conducted by it, ordinary wear and tear and depreciation
excepted; (ii) is seaworthy for hull and machinery insurance warranty purposes; (iii) is insured in
accordance with the Vessel Fleet Mortgage and each of the arrangements pursuant to which the Vessel
is chartered or operated by each Grantor as such mortgage and such arrangements are set forth in
Schedule 7b; (iv) is in compliance with any applicable Chartered Vessel Documents covering
such Vessel; (v) is in compliance with all Federal, state, local or foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, code and decrees, or rule of common law as are
applicable to Vessels documented under U.S. flag and is operated by a Grantor in accordance with
past practice; (vi) in the case of a Vessel that is owned by a Grantor, is properly documented
under the U.S. flag; (vii) in the case of a Chartered Vessel that is operated in the coastwise
trade of the United States, assuming that the relevant owner participant, the relevant owner
trustee and Shipco under the applicable Chartered Vessel Documents for such Chartered Vessel are
“citizens of the United States” within the meaning of 46 U.S.C. § 50501 (a) and (d), qualified to
operate in the coastwise trade of the United States, is properly documented under the U.S.


 


16









 






flag;
(viii) in the case of a Chartered Vessel that is not operated in the coastwise trade of the United States, assuming that the
shipowner of such Chartered Vessel under the applicable Chartered Vessel Documents for such Vessel
is qualified to document a vessel under 46 U.S.C. § 12103, is properly documented under the U.S.
flag; and (xi) is in compliance with the requirements of its present class and classification
society except as noted in Schedule 7c. As of the Closing Date, all of the Vessels are in
class. The Vessel Fleet Mortgage in favor of Agent, for the benefit of the Secured Parties, is
effective to create a legal, valid and enforceable Lien on all the applicable mortgagor’s right,
title and interest in and to the whole of the Vessels covered thereby and the proceeds thereof, and
when the Vessel Fleet Mortgage is filed for recording, and recorded, with the National Vessel
Documentation Center of the United States Coast Guard, the Vessel Fleet Mortgage shall constitute,
as of the date and time of filing, a fourth “preferred mortgage” on the Mortgaged Vessels covered
thereby in favor of Agent for the benefit of the Secured Parties under Chapter 313 of Title 46 of
the United States Code, as amended, having the effect and with the priority provided under such
law, subject only to Permitted Liens.



(m) Schedule 8 provides a complete and correct list of all of the Deposit Accounts and
Securities Accounts owned by any Grantor.



(n) To each Grantor’s knowledge, there is no default, breach, violation, or event of
acceleration existing under any Pledged Note and no event has occurred or circumstance exists
which, with the passage of time or the giving of notice, or both, would constitute a default,
breach, violation, or event of acceleration under any Pledged Note. No Grantor that is an obligee
under a Pledged Note has waived any default, breach, violation, or event of acceleration under such
Pledged Note.



(o) As to all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby represents and warrants
that the Pledged Interests issued pursuant to such agreement (A) are not dealt in or traded on
securities exchanges or in securities markets, (B) do not constitute investment company securities,
and (C) are not held by such Grantor in a securities account.



(p) Schedule 9 provides a complete and correct list of all of the Negotiable
Collateral owned by any Grantor.



6. Covenants. Each Grantor, jointly and severally, covenants and agrees with Agent
that from and after the date of this Agreement and until the date of termination of this Agreement
in accordance with Section 22 it shall comply with each of the following terms:



(a) Possession of Collateral. In the event that any Collateral, including Proceeds,
is evidenced by or consists of Negotiable Collateral, Investment Related Property, or Chattel
Paper, in each case, having an aggregate value or face amount of $1,000,000 or more, the Grantors
shall promptly (and in any event within three (3) Business Days after receipt thereof), notify
Agent in writing thereof, and if and to the extent that perfection or priority of Agent’s Security
Interest is dependent on or enhanced by possession, the applicable Grantor, promptly (and in any
event within ten (10) Business Days or such longer period as Agent may agree), shall endorse and
deliver physical possession of such Negotiable Collateral, Investment Related Property, or Chattel
Paper to Agent, together with such undated powers (or other relevant
document of transfer acceptable to Agent) endorsed in blank as shall be requested by Agent,
and shall execute such other documents and instruments as shall be reasonably requested by Agent
and do such other acts or things reasonably deemed necessary by Agent to protect Agent’s security
interest therein;


 


17









 





(b) Chattel Paper.



(i) Promptly after acquiring any electronic Chattel Paper with an aggregate value or face
amount equal to or in excess of $1,000,000 (and in any event within three (3) Business Days after
receipt thereof) each Grantor shall notify Agent in writing thereof, and shall promptly (and in any
event within ten (10) Business Days or such longer period as Agent may agree) after request by
Agent, each Grantor shall take all steps reasonably necessary to grant Agent control of all
electronic Chattel Paper in accordance with the Code and all “transferable records” as that term is
defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal
Electronic Signatures in Global and National Commerce Act as in effect in any relevant
jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel
Paper equals or exceeds $1,000,000; and



(ii) If any Grantor retains possession of any Chattel Paper or instruments (which retention of
possession shall be subject to the extent permitted hereby and by the Credit Agreement promptly
upon the request of Agent, such Chattel Paper and instruments shall be marked with the following
legend: “This writing and the obligations evidenced or secured hereby are subject to the Security
Interest of Wells Fargo Capital Finance, LLC, as Agent for the benefit of the Secured Parties (as
each such capitalized terms are defined in that certain Security and Pledge Agreement, dated as of
October 5, 2011, by and among Horizon Lines, In. and the other Grantors identified therein and
Wells Fargo Capital Finance, as Agent)”;



(c) Control Agreements.



(i) Each Grantor shall obtain an authenticated Control Agreement (which may include a
Controlled Account Agreement), from each bank maintaining a Deposit Account (other than any
Excluded Account) for such Grantor, and which will provide Agent with “control” (as such term is
used in Article 9 of the Code) over each such Deposit Account;



(ii) Except to the extent otherwise excused by the Loan Documents (including Section
3.6 of the Credit Agreement with respect to Securities Accounts existing on the Closing Date),
each Grantor shall obtain an authenticated Control Agreement, from each issuer of uncertificated
securities, securities intermediary, or commodities intermediary issuing or holding any financial
assets or commodities to or for any Grantor and which provides Agent with “control” (as such term
is used in Articles 8 and 9 of the Code) over such uncertificated securities, financial assets or
commodities;



(iii) Except to the extent otherwise excused by the Loan Documents, each Grantor shall obtain
an authenticated Control Agreement with respect to all of such Grantor’s investment property and
which provides Agent with “control” (as such term is used in Articles 8 and 9 of the Code) over
such investment property;


 


18









 





(d) Letter-of-Credit Rights. If the Grantors (or any of them) are or become the
beneficiary of letters of credit having a face amount or value of $1,000,000 or more in the
aggregate, then the applicable Grantor or the Grantors shall promptly (and in any event within
three (3) Business Days after becoming a beneficiary), notify Agent, in writing, thereof and,
promptly (and in any event within ten (10) Business Days or such longer period as Agent may agree),
upon the request of Agent, use commercially reasonable efforts to enter into a tri-party agreement
with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such
letter-of-credit rights to Agent and directing all payments thereunder to Agent’s Account.;



(e) Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort
Claims having a value, or involving an asserted claim, in the amount of $1,000,000 or more in the
aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly
(and in any event within three (3) Business Days of obtaining such Commercial Tort Claim), notify
Agent, in writing, upon incurring or otherwise obtaining such Commercial Tort Claims and, promptly
(and in any event within ten (10) Business Days or such longer period as Agent may agree), amend
Schedule 2 to describe such Commercial Tort Claims in a manner that reasonably identifies
such Commercial Tort Claims and which is otherwise reasonably satisfactory to Agent, and hereby
authorizes the filing of additional financing statements or amendments to existing financing
statements describing such Commercial Tort Claims, and agrees to do such other acts or things
reasonably deemed necessary by Agent to protect Agent’s security interest therein;



(f) Government Contracts. If any Account or Chattel Paper arises out of a contract or
contracts constituting ABL Priority Collateral with the United States or any department, agency, or
instrumentality thereof (other than with respect to Excluded Assets), the Grantors shall promptly
(and in any event within ten (10) Business Days of the creation thereof) notify Agent, in writing,
thereof and, promptly (and in any event within ten (10) Business Days or such longer period as
Agent may agree) upon the request of Agent, execute an assignment instrument in substantially the
form of Exhibit F hereto, and take any steps reasonably required by Agent in order that all
moneys due or to become due under such contract or contracts shall be assigned to Agent, for the
benefit of the Secured Parties;



(g) Intellectual Property.



(i) In order to facilitate filings with the United States Patent and Trademark Office and the
United States Copyright Office, each Grantor shall execute and deliver to Agent one or more
Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements, or
supplements thereto, to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or
Copyrights, and the General Intangibles of such Grantor relating thereto or represented thereby,
including, commencing on the six-month anniversary hereof and each six-month anniversary hereafter
documentation sufficient to perfect Agent’s Liens on such Intellectual Property or Intellectual
Property License for all new Patents or Trademarks that are registered or the subject of pending
applications for registrations, and of all exclusive Intellectual Property Licenses that are
material to the conduct of such Grantor’s business, in each case, which were entered into,
acquired, registered, or for which applications for registration were filed by any Grantor during
the immediately preceding six-month period
and any statement of use or amendment to allege use was filed with respect to intent-to-use
trademark applications. In the case of such registrations or applications therefor, which were
acquired by any Grantor, each such Grantor shall file the necessary documents with the appropriate
Governmental Authority identifying the applicable Grantor as the owner (or as a co-owner thereof,
if such is the case) of such Intellectual Property or, if requested by Agent, promptly deliver such
documents to Agent;


 


19









 





(ii) Each Grantor shall have the duty, with respect to all Intellectual Property owned by such
Grantor (whether now existing or hereafter required) that is material to and necessary in the
conduct of such Grantor’s business, to take all reasonable and necessary measures to protect and
diligently enforce and defend at such Grantor’s expense all of such Intellectual Property,
including (A) to diligently enforce and defend, including promptly suing for infringement,
misappropriation, or dilution and to recover any and all damages for such infringement,
misappropriation, or dilution, and filing for opposition, interference, and cancellation against
conflicting Intellectual Property rights of any Person, (B) to prosecute diligently any trademark
application or service mark application that is part of the Trademarks pending as of the date
hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent
application that is part of the Patents pending as of the date hereof or hereafter until the
termination of this Agreement, and (D) to take all reasonable and necessary action to preserve and
maintain all of such Grantor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and
its rights therein, including paying all maintenance fees and filing of applications for renewal,
affidavits of use, and affidavits of noncontestability. Each Grantor further agrees not to abandon
any Intellectual Property or terminate any Intellectual Property License that is material to and
necessary in the conduct of such Grantor’s business. Each Grantor hereby agrees to take the steps
described in this Section 6(g)(ii) with respect to all new or acquired Intellectual
Property to which it or any of its Subsidiaries is now or later becomes entitled that is material
to and necessary in the conduct of such Grantor’s business;



(iii) Each Grantor acknowledges and agrees that the Secured Parties shall have no duties with
respect to any Intellectual Property or Intellectual Property Licenses of any Grantor. Without
limiting the generality of this Section 6(g)(iii), each Grantor acknowledges and agrees
that no member of the Secured Parties shall be under any obligation to take any steps necessary to
preserve rights in the Collateral consisting of Intellectual Property or Intellectual Property
Licenses against any other Person, but any member of the Secured Parties may do so at its option
from and after the occurrence and during the continuance of an Event of Default, and all expenses
incurred in connection therewith (including reasonable fees and expenses of attorneys, agents and
other professionals) shall be for the sole account of Parent;



(iv) Anything to the contrary in this Agreement notwithstanding, in no event shall any
Grantor, either itself or through any agent, employee, licensee, or designee, file an application
for the registration of any Copyright with the United States Copyright Office or any similar office
or agency in another country without giving Agent written notice thereof at least three (3)
Business Days prior to such filing and complying with Section 6(g)(i). Upon receipt from
the United States Copyright Office of notice of registration of any Copyright, each Grantor shall
promptly (but in no event later than three (3) Business Days following such receipt or such longer
period as Agent may agree) notify Agent in writing of such registration by delivering, or causing
to be delivered, to Agent, documentation sufficient for Agent to perfect
Agent’s Liens on such Copyright. If any Grantor acquires from any Person any Copyright
registered with the United States Copyright Office or an application to register any Copyright with
the United States Copyright Office, such Grantor shall promptly (but in no event later than three
(3) Business Days following such acquisition) notify Agent, in writing, of such acquisition and
deliver, or cause to be delivered, to Agent, documentation sufficient to perfect Agent’s Liens on
such Copyright. In the case of such Copyright registrations or applications therefor which were
acquired by any Grantor, each such Grantor shall promptly (but in no event later than three (3)
Business Days following such acquisition or such longer period as Agent may agree) file the
necessary documents with the appropriate Governmental Authority identifying the applicable Grantor
as the owner (or as a co-owner thereof, if such is the case) of such Copyrights;


 


20









 





(v) Each Grantor shall take reasonable steps to maintain the confidentiality of, and otherwise
protect and enforce its rights in, the Intellectual Property that is material to and necessary in
the conduct of such Grantor’s business, including, as applicable (A) protecting the secrecy and
confidentiality of its confidential information and trade secrets by having and enforcing a policy
requiring all current employees, consultants, licensees, vendors and contractors with access to
such information to execute appropriate confidentiality agreements; (B) taking actions reasonably
necessary to ensure that no trade secret falls into the public domain; and (C) protecting the
secrecy and confidentiality of the source code of all software programs and applications of which
it is the owner or licensee by having and enforcing a policy requiring any licensees (or
sublicensees) of such source code to enter into license agreements with commercially reasonable use
and non-disclosure restrictions;



(vi) No Grantor shall enter into any Intellectual Property License to receive any license or
rights in any Intellectual Property of any other Person unless such Grantor has used commercially
reasonable efforts to permit the assignment of or grant of a security interest in such Intellectual
Property License (and all rights of Grantor thereunder) to Agent (and any transferees of Agent);



(h) Investment Related Property.



(i) If any Grantor shall acquire, obtain, receive or become entitled to receive any Pledged
Interests after the date hereof, it shall promptly (and in any event within three (3) Business Days
of acquiring or obtaining such Collateral) deliver to Agent a duly executed Pledged Interests
Addendum identifying such Pledged Interests;



(ii) Upon the occurrence and during the continuance of an Event of Default, following the
request of Agent, all sums of money and property paid or distributed in respect of the Investment
Related Property that are received by any Grantor shall be held by the Grantors in trust for the
benefit of Agent segregated from such Grantor’s other property, and such Grantor shall deliver it
forthwith to Agent in the exact form received;



(iii) No Grantor shall make or consent to any amendment or other modification or waiver with
respect to any Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement, or
enter into any agreement or permit to exist any restriction with respect to any Pledged Interests
if the same is prohibited pursuant to the Loan Documents;


 


21









 





(iv) Each Grantor agrees that it will cooperate with Agent in obtaining all necessary
approvals and making all necessary filings under federal, state, local, or foreign law to effect
the perfection of the Security Interest on the Investment Related Property or to effect any sale or
transfer thereof; and



(v) As to all limited liability company or partnership interests, issued under any Pledged
Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the
Pledged Interests issued pursuant to such agreement (A) to the extent that (x) the such Pledged
Interests are “securities” for purposes of Articles 8 and 9 of the Code or (y) that the applicable
Pledged Company has elected to have such Pledged Interests treated as “securities” for such
purposes, shall be certificated, (B) are not and shall not be dealt in or traded on securities
exchanges or in securities markets, (C) do not and will not constitute investment company
securities, and (D) are not and will not be held by such Grantor in a securities account.



(i) Real Property; Fixtures. Each Grantor covenants and agrees that upon the
acquisition of any fee interest in Real Property with a fair market value in excess of $1,000,000
it (i) will promptly notify Agent, in writing, of the acquisition of such Real Property and (ii)
will grant to Agent, for the benefit of the Secured Parties, a Mortgage on each fee interest in
Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and
opinions, in form and substance reasonably satisfactory to Agent, in connection with the grant of
such Mortgage as Agent shall request in its Permitted Discretion, including title insurance
policies, financing statements, fixture filings and environmental audits and such Grantor shall pay
all recording costs, intangible taxes and other fees and costs (including reasonable and documented
attorneys’, agents’ and professional advisors’ fees and expenses) incurred in connection therewith;



(j) Transfers and Other Liens. No Grantor shall (i) sell, assign (by operation of law
or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral,
except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien
upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The
inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any
sale or other disposition of any of the Collateral except as expressly permitted in this Agreement
or the other Loan Documents;



(k) Controlled Accounts.



(i) Each Grantor shall (A) establish and maintain cash management services of a type and on
terms reasonably satisfactory to Agent at one or more of the banks set forth on Schedule 8
(each a “Controlled Account Bank”), and shall take reasonable steps to ensure that all of
its and its Subsidiaries’ Account Debtors forward payment of the amounts owed by them directly to
such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event
no later than the first Business Day after the date of receipt thereof, all of their Collections
(including those sent directly by their Account Debtors to a Grantor) into one or more bank
accounts of such Grantor (each, a “Controlled Account”) at one of the Controlled Account
Banks.


 


22









 





(ii) Each Grantor shall establish and maintain Controlled Account Agreements with Agent and
the applicable Controlled Account Bank, in form and substance reasonably acceptable to Agent. Each
such Controlled Account Agreement shall provide, among other things, that (A) the Controlled
Account Bank will comply with any instructions originated by Agent directing the disposition of the
funds in such Controlled Account without further consent by the applicable Grantor, (B) the
Controlled Account Bank waives, subordinates, or agrees not to exercise any rights of setoff or
recoupment or any other claim against the applicable Controlled Account other than for payment of
its service fees and other charges directly related to the administration of such Controlled
Account and for returned checks or other items of payment, and (C) upon the instruction of Agent
(an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all
amounts in the applicable Controlled Account to the Agent’s Account and all such amounts shall be
applied in accordance with Section 2.4(b) of the Credit Agreement. Agent agrees not to
issue an Activation Instruction with respect to the Controlled Accounts except during a Trigger
Period. Agent agrees to use commercially reasonable efforts to rescind an Activation Instruction
(or, if the Activation Instruction can not be rescinded, replace the Controlled Account Agreement
with an identical un-activated Controlled Account Agreement or a similar Controlled Account
Agreement in form and substance reasonably acceptable to Agent) (the “Rescission”) upon
termination of a Trigger Period; provided that no such Rescission shall be required if more
than 3 Trigger Periods have existed.



(iii) So long as no Default or Event of Default has occurred and is continuing, Parent may add
or replace a Controlled Account Bank or Controlled Account (subject to Section 6(q));
provided, however, that (A) such prospective Controlled Account Bank shall be
reasonably satisfactory to Agent, and (B) prior to the time of the opening of such Controlled
Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed
and delivered to Agent a Controlled Account Agreement. Each Grantor shall close any of its
Controlled Accounts (and establish replacement Controlled Account accounts in accordance with the
foregoing sentence) as promptly as practicable and in any event within 45 days of notice from Agent
that the operating performance, funds transfer, or availability procedures or performance of the
Controlled Account Bank with respect to Controlled Account Accounts or Agent’s liability under any
Controlled Account Agreement with such Controlled Account Bank is no longer acceptable in Agent’s
Permitted Discretion.



(iv) Notwithstanding the foregoing, except during the occurrence and continuance of an Event
of Default and then upon request of Agent, no Control Agreement or Controlled Account Agreement
shall be required with respect to any Excluded Account.



(l) [Reserved]



(m) Vessels. For each Vessel, Grantor shall deliver to Agent on the Closing Date and,
thereafter, no later than ten (10) Business Days after any Grantor obtains title to any Vessel:



(i) A copy of one or more certificates of ownership (CG-1330) issued by the National Vessel
Documentation Center (“NVDC”) showing the Vessel Fleet Mortgage as an encumbrance of record
on each owned Vessel listed in Schedule 7a;


 


23









 





(ii) abstracts of title issued by the NVDC dated not earlier than seven days prior to the
Closing Date for each Vessel owned by any Grantor together with copies of each such Vessel’s
current certificate of documentation and copies of the documents disclosed by such search and
evidence reasonably satisfactory to Agent that the Vessels are duly documented in the name of the
respective Grantor and qualified for the coastwise trade, and the Liens (other than Permitted
Liens) indicated by such abstracts shall have been released or appropriate arrangements reasonably
acceptable to the Administrative Agent have been made for such release;



(iii) arrangements reasonably satisfactory to Agent shall have been made to have the notice
referred to in Section 6 of Article II of such Vessel Fleet Mortgage placed on such Vessel within
45 days after the Closing Date;



(iv) copies of insurance cover notes and evidence of entry of each Vessel in a protection and
indemnity club, together with a broker’s letter, describing all Vessel insurances in detail, in
form and substance reasonably satisfactory to Agent;



(v) counterpart of an Assignment of Insurances (together with notices of assignment and loss
payable clauses) with respect to the Vessels, in each case duly executed and delivered by the
record owner(s) of such Vessels and Agent; and



(vi) the material Chartered Vessel Documents relating to the Chartered Vessels.



(n) Pledged Notes. Upon the occurrence and during the continuance of an Event of
Default, Grantors (i) without the prior written consent of Agent, will not (A) waive or release any
obligation of any Person that is obligated under any of the Pledged Notes, (B) take or omit to take
any action or knowingly suffer or permit any action to be omitted or taken, the taking or omission
of which would result in any right of offset against sums payable under the Pledged Notes, or (C)
other than Permitted Dispositions, assign or surrender their rights and interests under any of the
Pledged Notes or terminate, cancel, modify, change, supplement or amend the Pledged Notes, and (ii)
shall provide to Agent copies of all material written notices (including notices of default) given
or received with respect to the Pledged Notes promptly after giving or receiving such notice.



(o) Accounts.



(i) No credit, discount, allowance or extension or agreement for any of the foregoing shall be
granted to any Account Debtor, except in the ordinary course of a Grantor’s business in accordance
with practices and policies or as otherwise disclosed to Agent. So long as no Event of Default has
occurred and is continuing, the Grantors may settle, adjust or compromise any claim, offset,
counterclaim or dispute with any Account Debtor. At any time that an Event of Default has occurred
and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or
compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits,
discounts or allowances.



(ii) Agent shall have the right at any time or times, in the name of any applicable Grantor,
in Agent’s name or in the name of a nominee of Agent, to verify the validity,
amount or any other matter relating to any Accounts or other Collateral, by mail, telephone,
facsimile transmission or otherwise, and each Grantor shall cooperate fully with Agent in an effort
to facilitate and promptly conclude any such verification process.



 


24









 





(p) Inventory. With respect to the Inventory of each Grantor:



(i) Except where the failure to do so could not reasonably be expected to result in a Material
Adverse Change, each Grantor shall at all times maintain inventory records reasonably satisfactory
to Agent, keeping correct and accurate records itemizing and describing the kind, type, quality and
quantity of Inventory and such Grantor’s cost therefore and daily withdrawals therefrom and
additions thereto;



(ii) Except where the failure to do so could not reasonably be expected to result in a
Material Adverse Change, the Grantors shall produce, use, store and maintain the Inventory with all
reasonable care and caution and in accordance with applicable standards of any insurance and in
conformity with applicable laws (including the requirements of the Federal Fair Labor Standards Act
of 1938, as amended and all rules, regulations and orders related thereto); and



(iii) Each Grantor assumes all responsibility and liability arising from or relating to the
production, use, sale or other disposition of the Inventory.



(q) Equipment. With respect to the Equipment of each Grantor:



(i) Such Grantor has good and marketable title thereto (except for minor defects in title to
Equipment that do not materially interfere with its ability to conduct its business as currently
conducted or to use such Equipment for its intended purpose); and



(ii) All material Equipment that is necessary and useful in the proper conduct of its business
is in good working order and condition, ordinary wear, tear, and casualty and condemnation excepted
and Permitted Dispositions excepted, except where the failure to do so could not reasonably be
expected to result in a Material Adverse Change.



(r) Property. Each Grantor covenants and agrees that, upon entering any real property
lease with annual aggregate rent exceeding $1,000,000 in respect of a property or properties at
which any Collateral will be located from time to time, it (i) will promptly notify Agent, in
writing, of such lease and (ii) shall use commercially reasonable efforts to promptly (and in any
event within 90 days after the date of such lease), deliver to Agent, a Collateral Access Agreement
from the lessor of such premises.



(s) Updated Collateral Information. Such Grantor shall promptly furnish to Agent from
time to time upon Agent’s reasonable request, such updates to the information disclosed pursuant to
this Agreement, including any of Schedules 1 through 9 hereto, such that such
updated information and exhibits are true and correct as of the date so furnished; provided that
only one such request may be made per fiscal year unless an Event of Default shall have occurred
and be continuing.


 


25









 





7. Relation to Other Security Documents. The provisions of this Agreement shall be
read and construed with the other Loan Documents referred to below in the manner so indicated.



(a) Credit Agreement. In the event of any conflict between any one or more provisions
in this Agreement and one or more provisions in the Credit Agreement, such provisions of the Credit
Agreement shall control.



(b) Patent, Trademark, Copyright Security Agreements. The provisions of the Copyright
Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental
to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements,
Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or
remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement
and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security
Agreement, such provision of this Agreement shall control.



(c) Vessel Fleet Mortgages. In the event of any conflict between any one or more
provisions in this Agreement and one or more provisions in a Vessel Fleet Mortgage, such
provisions of this Agreement shall control.



8. Further Assurances.



(a) Each Grantor agrees that from time to time, at its own expense, such Grantor will promptly
execute and deliver all further instruments and documents, and take all further action, that Agent
may reasonably request, in order to perfect and protect the Security Interest granted hereby, to
create, perfect or protect the Security Interest purported to be granted hereby or to enable Agent
to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.



(b) Each Grantor authorizes the filing by Agent (with no obligation) of financing or
continuation statements, or amendments thereto, and such Grantor will execute and deliver to Agent
such other instruments or notices, as Agent may reasonably request, in order to perfect and
preserve the Security Interest granted or purported to be granted hereby.



(c) Each Grantor authorizes Agent (with no obligation) at any time and from time to time to
file, transmit, or communicate, as applicable, financing statements and amendments (i) describing
the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar
effect, (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or
(iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency
or filing office acceptance. Each Grantor also hereby ratifies any and all financing statements or
amendments previously filed by Agent in any jurisdiction in connection with this Agreement.



(d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with
this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under
Section 9-509(d)(2) of the Code.


 


26









 





9. Agent’s Right to Perform Contracts, Exercise Rights, etc. Upon the occurrence and
during the continuance of an Event of Default, Agent (or its designee) without obligation (a) may
proceed to perform any and all of the obligations of any Grantor contained in any contract, lease,
or other agreement and exercise any and all rights of any Grantor therein contained as fully as
such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual
Property Licenses in connection with the enforcement of Agent’s rights hereunder, including the
right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by
any Grantor and now or hereafter covered by such licenses, and (c) shall have the right to request
that any Stock that is pledged hereunder be registered in the name of Agent or any of its nominees.



10. Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent
its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under
the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably
deem necessary or advisable to accomplish the purposes of this Agreement, including:



(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and
receipts for moneys due and to become due under or in connection with the Accounts or any other
Collateral of such Grantor;



(b) to receive and open all mail addressed to such Grantor and to notify postal authorities to
change the address for the delivery of mail to such Grantor to that of Agent;



(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable
Collateral or Chattel Paper;



(d) to file any claims or take any action or institute any proceedings which Agent may deem
necessary for the collection of any of the Collateral of such Grantor or otherwise to enforce the
rights of Agent with respect to any Collateral;



(e) to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the
purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor;



(f) to use any Intellectual Property or exercise any rights under Intellectual Property
Licenses of such Grantor, including but not limited to any labels, Patents, Trademarks, trade
names, URLs, domain names, industrial designs, Copyrights, or advertising matter, in preparing for
sale, advertising for sale, or selling Inventory or other Collateral and to collect any amounts due
under Accounts, contracts or Negotiable Collateral of such Grantor; and



(g) Agent, on behalf of the Secured Parties, shall have the right, but shall not be obligated,
to bring suit in its own name to enforce the Intellectual Property and Intellectual Property
Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request
of Agent, do any and all lawful acts and execute any and all proper documents reasonably required
by Agent in aid of such enforcement.


 


27









 





To the extent permitted by law, each Grantor hereby ratifies all that such attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an
interest and shall be irrevocable until this Agreement is terminated.



11. Agent May Perform. If any Grantor fails to perform any agreement contained
herein, Agent may, but shall not be obligated to, itself perform, or cause performance of, such
agreement, and the reasonable expenses of Agent incurred in connection therewith shall be payable,
jointly and severally, by Grantors.



12. Agent’s Duties. The powers conferred on Agent hereunder are solely to protect
Agent’s security interest in the Collateral, for the benefit of the Secured Parties, and shall not
impose any duty upon Agent to exercise any such powers. Except for the safe custody of any
Collateral in its actual possession and the accounting for moneys actually received by it
hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps
to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent
shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral
in its actual possession if such Collateral is accorded treatment substantially equal to that which
Agent accords its own property.



13. Collection of Accounts, General Intangibles and Negotiable Collateral. At any
time upon the occurrence and during the continuance of an Event of Default, Agent or Agent’s
designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles,
Chattel Paper or Negotiable Collateral of such Grantor have been assigned to Agent, for the benefit
of the Secured Parties, or that Agent has a security interest therein, and (b) collect the
Accounts, General Intangibles and Negotiable Collateral of any Grantor directly, and any collection
costs and expenses shall constitute part of such Grantor’s Secured Obligations under the applicable
Loan Documents.




14. Disposition of Pledged Interests by Agent.



(a) None of the Pledged Interests existing as of the date of this Agreement are, and none of
the Pledged Interests hereafter acquired on the date of acquisition thereof will be, registered or
qualified under the various federal or state securities laws of the United States and disposition
thereof after an Event of Default may be restricted to one or more private (instead of public)
sales in view of the lack of such registration. Each Grantor understands that in connection with
such disposition, Agent may approach only a restricted number of potential purchasers and further
understands that a sale under such circumstances may yield a lower price for the Pledged Interests
than if the Pledged Interests were registered and qualified pursuant to federal and state
securities laws and sold on the open market. Each Grantor, therefore, agrees that: (i) if Agent
shall, pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion
thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and
opinion of any nationally recognized brokerage or investment firm (but shall not be obligated to
seek such advice and the failure to do so shall not be considered in determining the commercial
reasonableness of such action) as to the best manner in which to offer the Pledged Interest or any
portion thereof for sale and as to the best price reasonably obtainable at the private sale
thereof; and (ii) such reliance shall be conclusive evidence that Agent has handled the disposition
in a commercially reasonable manner.


 


28









 





(b) Nothing contained in this Agreement shall be construed to grant, directly or indirectly,
to Agent or any Lender any interest in any Pledged Interest that would cause such Pledged Interest
to be owned or controlled by a Person who is not a “citizen of the United States” within the
meaning of 46 U.S.C. § 50501 (a) and (d), qualified to operate in the coastwise trade of the United
States.



15. Voting and Other Rights in Respect of Pledged Interests.



(a) Upon the occurrence and during the continuation of an Event of Default, (i) Agent may, at
its option, and with three (3) Business Days prior notice to any Grantor, and in addition to all
rights and remedies available to Agent hereunder or under any other agreement, at law, in equity,
or otherwise, exercise all voting rights, or any other ownership or consensual rights (including
any dividend or distribution rights) in respect of the Pledged Interests owned by such Grantor, but
under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights,
and (ii) if Agent duly exercises its right to vote any of such Pledged Interests, each Grantor
hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to
vote such Pledged Interests in any manner Agent deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders, partners or members, as the case may
be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be
irrevocable.



(b) Except as otherwise permitted under the Loan Documents, for so long as any Grantor shall
have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it
will not, without the prior written consent of Agent, vote or take any consensual action with
respect to such Pledged Interests which would materially adversely affect the rights of Agent, the
other members of the Secured Parties, or the value of the Pledged Interests.



16. Remedies. Upon the occurrence and during the continuance of an Event of Default:



(a) Agent may, and, at the instruction of the Required Lenders, shall exercise in respect of
the Collateral, in addition to other rights and remedies provided for herein, in the other Loan
Documents, or otherwise available to it, all the rights and remedies of a secured party on default
under the Code or any other applicable law. Without limiting the generality of the foregoing, each
Grantor expressly agrees that, in any such event, Agent without demand of performance or other
demand, advertisement or notice of any kind (except a notice specified below of time and place of
public or private sale) to or upon any Grantor or any other Person (all and each of which demands,
advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code
or any other applicable law), may take immediate possession of all or any portion of the Collateral
and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and
upon request of Agent forthwith, assemble all or part of the Collateral as directed by Agent and
make it available to Agent at one or more locations where such Grantor regularly maintains
Inventory, and (ii) without notice except as specified below, sell the Collateral or any part
thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere,
for cash, on credit, and upon such other terms as Agent may deem commercially reasonable. Each



 


29









 






Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the applicable Grantor of the time
and place of any public sale or the time after which any private sale is to be made shall
constitute reasonable notification and specifically such notice shall constitute a reasonable
“authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Agent
shall not be obligated to make any sale of Collateral regardless of notice of sale having been
given. Agent may adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned. Each Grantor agrees that the internet shall constitute a “place” for
purposes of Section 9-610(b) of the Code. Each Grantor agrees that any sale of Collateral to a
licensor pursuant to the terms of a license agreement between such licensor and a Grantor is
sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and
time) within the meaning of Section 9-610 of the Code.



(b) Agent is hereby granted a license or other right to use, without liability for royalties
or any other charge, each Grantor’s Intellectual Property, including but not limited to, any
labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and
advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights
under license, sublicense, or other agreements (including any Intellectual Property License), as it
pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral,
and each Grantor’s rights under all licenses and all franchise agreements shall inure to the
benefit of Agent.



(c) Agent may, in addition to other rights and remedies provided for herein, in the other Loan
Documents, or otherwise available to it under applicable law and without the requirement of notice
to or upon any Grantor or any other Person (which notice is hereby expressly waived to the maximum
extent permitted by the Code or any other applicable law), (i) with respect to any Grantor’s
Deposit Accounts in which Agent’s Liens are perfected by control under Section 9-104 of the Code,
instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of
such Deposit Account to or for the benefit of Agent, and (ii) with respect to any Grantor’s
Securities Accounts in which Agent’s Liens are perfected by control under Section 9-106 of the
Code, instruct the securities intermediary maintaining such Securities Account for the applicable
Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B)
liquidate any financial assets in such Securities Account that are customarily sold on a recognized
market and transfer the cash proceeds thereof to or for the benefit of Agent.



(d) Any cash held by Agent as Collateral and all cash proceeds received by Agent in respect of
any sale of, collection from, or other realization upon all or any part of the Collateral shall be
applied against the Secured Obligations in the order set forth in the Credit Agreement. In the
event the proceeds of Collateral are insufficient to satisfy all of the Secured Obligations in
full, each Grantor shall remain jointly and severally liable for any such deficiency.



(e) Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial
transaction, and agrees that if an Event of Default shall occur and be continuing Agent shall have
the right to an immediate writ of possession without notice of a hearing. Agent shall have the
right to the appointment of a receiver for the properties and assets of each Grantor, and each
Grantor hereby consents to such rights and such appointment and hereby waives any
objection such Grantor may have thereto or the right to have a bond or other security posted
by Agent.


 


30









 





17. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in
this Agreement or in the other Loan Documents or now or hereafter existing at law or in equity or
by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other
right, power, or remedy provided for in this Agreement or in the other Loan Documents or now or
hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of
the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude
the simultaneous or later exercise by Agent of any or all such other rights, powers, or remedies.



18. Marshaling. Agent shall not be required to marshal any present or future
collateral security (including but not limited to the Collateral) for, or other assurances of
payment of, the Secured Obligations or any of them or to resort to such collateral security or
other assurances of payment in any particular order, and all of its rights and remedies hereunder
and in respect of such collateral security and other assurances of payment shall be cumulative and
in addition to all other rights and remedies, however existing or arising. To the extent that it
lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling
of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies
under this Agreement or under any other instrument creating or evidencing any of the Secured
Obligations or under which any of the Secured Obligations is outstanding or by which any of the
Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.



19. Indemnity and Expenses.



(a) Each Grantor agrees to indemnify Agent and the other members of the Lender Group in each
case, to the extent the Borrower would be required to do so pursuant to Section 10.3 of the
Credit Agreement. This provision shall survive the termination of this Agreement and the Credit
Agreement and the repayment of the Secured Obligations.



(b) Grantors, jointly and severally, shall, in accordance with the terms of the Credit
Agreement, pay to Agent (or Agent may charge to the Loan Account) all the Lender Group Expenses
which Agent may incur in connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or, upon an Event of Default, the sale of, collection
from, or other realization upon, any of the Collateral in accordance with this Agreement and the
other Loan Documents, (iii) the exercise or enforcement of any of the rights of Agent hereunder or
(iv) the failure by any Grantor to perform or observe any of the provisions hereof.



20. Merger, Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN
AGREEMENTS BETWEEN THE PARTIES. No waiver of
any provision of this Agreement, and no consent to any departure by any Grantor herefrom,
shall in any event be effective unless the same shall be in writing and signed by Agent, and then
such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. No amendment of any provision of this Agreement shall be effective unless
the same shall be in writing and signed by Agent and each Grantor to which such amendment applies.


 


31









 





21. Addresses for Notices. All notices and other communications provided for
hereunder shall be given in the form and manner and delivered to Agent at its address specified in
the Credit Agreement, and to any of the Grantors at their respective addresses specified in the
Credit Agreement or Guaranty, as applicable, or, as to any party, at such other address as shall be
designated by such party in a written notice to the other party.



22. Continuing Security Interest: Assignments under Credit Agreement. This Agreement
shall create a continuing security interest in the Collateral and shall (a) remain in full force
and effect until the Secured Obligations have been paid in full in accordance with the provisions
of Section 26(f), (b) be binding upon each Grantor, and their respective successors and
assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors,
transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender
may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or
any portion of its rights and obligations under the Credit Agreement to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise. Upon the indefeasible payment and performance in full of the Secured
Obligations in accordance with the provisions of the Credit Agreement and the expiration or
termination of the Commitments, the Security Interest granted hereby and this Agreement shall
terminate and all rights to the Collateral shall revert to the Grantors or any other Person
entitled thereto. At such time, and at the expense of the Grantors, Agent will file or authorize
the filing of appropriate termination statements or other documents to terminate such Security
Interests and will return to the Grantors any Collateral in its possession and take any other steps
reasonably necessary to terminate the Security Interests created hereunder or in connection
herewith. Upon the consummation of any sale of Collateral to any third party pursuant to a
transaction permitted by the Credit Agreement or the other Loan Documents, the Security Interest
granted hereby with respect to such Collateral shall terminate and Agent shall, at the request and
at the expense of the applicable Grantor, provide evidence of such termination. No transfer or
renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any
other Loan Document, or any other instrument or document executed and delivered by any Grantor to
Agent nor any additional Advances or other loans made by any Lender to Parent, nor the taking of
further security, nor the retaking or re-delivery of the Collateral to any Grantor by Agent, nor
any other act of the Secured Parties, or any of them, shall release any Grantor from any
obligation, except a release or discharge executed in writing by Agent in accordance with the
provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be
deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and
signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or
remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy
which Agent would otherwise have had on any other occasion.


 


32









 





23. Governing Law.



(a) THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF,
AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED
HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, FEDERAL COURTS, LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH
ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR WAIVE, TO
THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF
FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 23(b).



(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



24. New Subsidiaries. If, pursuant to Section 5.11 of the Credit Agreement, Parent is
required to cause any Subsidiary that has not previously guaranteed the obligations of Borrower
under the Credit Agreement to provide such a guaranty, upon the execution and delivery of a Joinder
by any such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force
and effect as if originally named as a Grantor herein. The execution and delivery of any
instrument adding an additional Grantor as a party to this Agreement shall not require the consent
of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in
full force and effect notwithstanding the addition of any new Grantor hereunder.



25. Agent. Each reference herein to any right granted to, benefit conferred upon or
power exercisable by the “Agent” shall be a reference to Agent, for the benefit of each member of
the Secured Parties.


 


33









 





26. Miscellaneous.



(a) This Agreement is a Loan Document. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement
by telefacsimile or other electronic method of transmission shall be equally as effective as
delivery of an original executed counterpart of this Agreement. Any party delivering an executed
counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.



(b) Any provision of this Agreement which is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such provision in any
other jurisdiction. Each provision of this Agreement shall be severable from every other provision
of this Agreement for the purpose of determining the legal enforceability of any specific
provision.



(c) Headings and numbers have been set forth herein for convenience only. Unless the contrary
is compelled by the context, everything contained in each Section applies equally to this entire
Agreement.



(d) Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against
any Secured Party or any Grantor, whether under any rule of construction or otherwise. This
Agreement has been reviewed by all parties and shall be construed and interpreted according to the
ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all
parties hereto.



(e) The pronouns used herein shall include, when appropriate, either gender and both singular
and plural, and the grammatical construction of sentences shall conform thereto.



(f) Unless the context of this Agreement clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”,
“hereunder”, and similar terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. Section, subsection, clause, schedule, and exhibit
references herein are to this Agreement unless otherwise specified. Any reference in this
Agreement to any agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements set


 


34









 





forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts, and contract
rights. Any reference herein to the satisfaction, repayment, or payment in full of the Secured
Obligations shall mean the repayment in full in cash or immediately available funds (or, (i) in the
case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of
Credit Collateralization, and (ii) in the case of obligations with respect to Bank Products (other
than Hedge Obligations), providing Bank Product Collateralization) of all of the Secured
Obligations (including the payment of any Lender Group Expenses that have accrued irrespective of
whether demand has been made therefor and the payment of any termination amount then applicable (or
which would or could become applicable as a result of the repayment of the other Secured
Obligations) under Hedge Agreements provided by Hedge Providers) other than (A) Contingent
Obligations, (B) any Bank Product Obligations (other than Hedge Obligations) that, at such time,
are allowed by the applicable Bank Product Provider to remain outstanding without being required to
be repaid or cash collateralized, and (C) any Hedge Obligations that, at such time, are allowed by
the applicable Hedge Provider to remain outstanding without being required to be repaid. Any
reference herein to any Person shall be construed to include such Person’s successors and assigns.
Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.



(g) All of the annexes, schedules and exhibits attached to this Agreement shall be deemed
incorporated herein by reference.



27. Secured Note Priority Collateral; Etc. Notwithstanding anything herein to the
contrary, prior to the Discharge of All Notes Obligations (as defined in the Intercreditor
Agreement), the requirements of this Agreement to deliver or grant control over Secured Notes
Priority Collateral to Agent shall be deemed satisfied by delivery of or the granting of control
over such Secured Note Priority Collateral to the Notes Agents (as defined in the Intercreditor
Agreement) as bailee for Agent pursuant to the Intercreditor Agreement. Prior to the Discharge of
All Notes Obligations, each Grantor agrees that, in the event any Grantor, pursuant to the Notes
Security Documents (as defined in the Intercreditor Agreement), takes any action to grant or
perfect a Lien in favor of the Notes Agent in any assets, such Grantor shall also take such action
to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of Agent to secure the
Secured Obligations without request of Agent. Notwithstanding anything herein to the contrary,
prior to the Discharge of All Notes Obligations (as defined in the Intercreditor Agreement), to the
extent any Lien purported to be granted in any Secured Notes Priority Collateral is not or ceases
to be a perfected Lien in favor of the Notes Agents under the applicable Notes Security Documents,
the Grantors shall have no obligations to take any actions to perfect Agent’s Liens on such
Collateral and all representations, warranties and covenants in this Agreement shall be subject to
the provisions and qualifications set forth in this Section 27.



[signature pages follow]



 


35









 





IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed
and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	GRANTORS:	 	HORIZON LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AERO LOGISTICS, LLC	 	 
	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWAII STEVEDORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Security Agreement



 


 









 





	 	 	 	 	 	 	 
	 	 	HORIZON LINES OF GUAM, LLC	 	 
	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF PUERTO RICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES VESSELS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON SERVICES GROUP, LLC	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SEA-LOGIX, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Security Agreement



 


 









 





	 	 	 	 	 	 	 
	AGENT:	 	WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Security Agreement



 


 









 







SCHEDULE 1




NOTICE ADDRESS FOR ALL GRANTORS




	 	 	 
	 

	 	 
	 
	 	 
	c/o
	 	 
	 

	 	 
	 
	 	 
	Attention:
	 	 
	 

	 	 
	 
	 	 
	Facsimile:
	 	 
	 

	 	 






INFORMATION AND COLLATERAL LOCATIONS OF

{Insert name of applicable Grantor}




	 	 	 
	I. Name of Grantor:

	 	          
                
                
                 
                
     
	 
	 	 
	II. State of Incorporation or
Organization:

	 	          
                
                
                
                      
	 
	 	 
	III. Type of Entity:

	 	        
              
                
               
               
            
	 
	 	 
	IV. Organizational Number assigned by
State of Incorporation or Organization:

	 	         
               
               
              
               
            
	 
	 	 
	V. Federal Identification Number:

	 	          
               
              
              
               
            
	 
	 	 
	VI. Place of Business (if it has only
one) or Chief Executive Office (if more
than one place of business) and Mailing
Address:

	 	
       
            
           
            
             
            
             


Attention:            
             
              
             
         
	 
	 	 
	VII. Locations of Collateral
(identifying location of books and
records):

	 	       
           
          
              
             
             
            





 


 









 





	 	 	 
	(a) Properties Owned by the Grantor:

	 	       
           
          
              
             
             
            
	 
	 	 
	(b) Properties Leased by the Grantor or other
related entity (Include Landlord’s Name):

	 	       
           
          
              
             
             
            
	 
	 	 
	(c) Public Warehouses or other Locations
pursuant to Bailment or Consignment
Arrangements (include name of Warehouse
Operator or other Bailee or Consignee):

	 	       
           
          
              
             
             
            
	 
	 	 
	VIII. Other names used within past five years:

	 	       
           
          
              
             
             
            






INFORMATION AND COLLATERAL LOCATIONS OF

{Insert name of applicable Grantor}




	 	 	 
	I. Name of Grantor:

	 	       
           
          
              
             
             
            
	 
	 	 
	II. State of Incorporation or
Organization:

	 	       
           
          
              
             
             
            
	 
	 	 
	III. Type of Entity:

	 	       
           
          
              
             
             
            
	 
	 	 
	IV. Organizational Number assigned by
State of Incorporation or Organization:

	 	       
           
          
              
             
             
            
	 
	 	 
	V. Federal Identification Number:

	 	       
           
          
              
             
             
            
	 
	 	 
	VI. Place of Business (if it has only
one) or Chief Executive Office (if more
than one place of business)
and Mailing Address:

	 	        
             
              
             
             
              
     


Attention:             
             
              
             
        





 


 









 





	 	 	 
	VII. Locations of Collateral:

	 	       
           
          
              
             
             
            
	 
	 	 
	(a) Properties Owned by the Grantor:

	 	       
           
          
              
             
             
            
	 
	 	 
	(b) Properties Leased by the Grantor or
other related entity (Include Landlord’s
Name):

	 	       
           
          
              
             
             
            
	 
	 	 
	(c) Public Warehouses or other Locations
pursuant to Bailment or Consignment
Arrangements (include name of Warehouse
Operator or other Bailee or Consignee):

	 	       
           
          
              
             
             
            
	 
	 	 
	VIII. Other names used within past five
years:

	 	       
           
          
              
             
             
            






[NOTE: ADD ADDITIONAL INFORMATION PAGE FOR EACH GRANTOR]



 


 









 







SCHEDULE 2




COMMERCIAL TORT CLAIMS




[include specific case caption or descriptions per Official Code Comment 5 to Section 9-108 of

the Code]




 


 









 







SCHEDULE 3




INTELLECTUAL PROPERTY



 


 









 







Copyright Registrations




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Registration
	Grantor	 	Country	 	Copyright	 	Registration No.	 	Date
	 
	 	 	 	 	 	 	 	 






Copyright Licenses




Patents 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/	 	 
	Grantor	 	Country	 	Patent	 	Patent No.	 	Filing Date
	 
	 	 	 	 	 	 	 	 





 


 









 





Patent Licenses




Trademark Registrations/Applications




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/	 	 
	Grantor	 	Country	 	Mark	 	Registration No.	 	App/Reg Date
	 
	 	 	 	 	 	 	 	 






Trade Names




Common Law Trademarks 




Trademarks Not Currently In Use




Trademark Licenses



 


 









 







SCHEDULE 4




LIST OF PLEDGED COLLATERAL, SECURITIES AND OTHER INVESTMENT PROPERTY




STOCKS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Issuer	 	 	 	 	 	 	 	Percentage of
	Name of	 	(“Pledged	 	Certificate	 	Number of	 	 	 	Outstanding
	Grantor	 	Companies”)	 	Number(s)	 	Shares	 	Class of Stock	 	Shares
	 
	 	 	 	 	 	 	 	 	 	 






BONDS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Coupon Rate (if	 	 
	Name of Grantor	 	Issuer	 	Number	 	Face Amount	 	applicable)	 	Maturity
	 
	 	 	 	 	 	 	 	 	 	 






GOVERNMENT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Issuer	 	Number	 	Type	 	Face Amount	 	Coupon Rate	 	Maturity
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 


 









 





OTHER SECURITIES OR OTHER INVESTMENT PROPERTY

(CERTIFICATED AND UNCERTIFICATED)




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Percentage Ownership
	Name of Grantor	 	Issuer	 	Description of Collateral	 	Interest
	 
	 	 	 	 	 	 






[Add description of custody accounts or arrangements with securities intermediary, if applicable]



 


 









 







SCHEDULE 5




LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS




	 	 	 
	Grantor	 	Jurisdictions
	 
	 	 





 


 









 





SCHEDULE 6




CERTAIN CHASSIS




 


 









 







SCHEDULE 7a




VESSELS




Mortgaged Vessels



All other Vessels




 


 









 







SCHEDULE 7b




VESSEL INSURANCE



 


 









 







SCHEDULE 8




DEPOSIT ACCOUNTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Description of
	 	 	 	 	 	 	 	 	 	 	Deposit
	 	 	 	 	 	 	Check here if	 	 	 	Account if not a
	 	 	 	 	 	 	Deposit	 	Check here if	 	Collateral
	 	 	 	 	 	 	Account is a	 	Deposit	 	Deposit
	 	 	 	 	 	 	Collateral	 	Account is a	 	Account or
	Name of	 	Name of	 	Account	 	Deposit	 	Collection	 	Collection
	Grantor	 	Institution	 	Number	 	Account	 	Account	 	Account
	 
	 	 	 	 	 	 	 	 	 	 






SECURITIES ACCOUNTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Description of
	 	 	 	 	 	 	 	 	 	 	Deposit
	 	 	 	 	 	 	Check here if	 	 	 	Account if not a
	 	 	 	 	 	 	Deposit	 	Check here if	 	Collateral
	 	 	 	 	 	 	Account is a	 	Deposit	 	Deposit
	 	 	 	 	 	 	Collateral	 	Account is a	 	Account or
	Name of	 	Name of	 	Account	 	Deposit	 	Collection	 	Collection
	Grantor	 	Institution	 	Number	 	Account	 	Account	 	Account
	 
	 	 	 	 	 	 	 	 	 	 





 


 









 





LOCK BOXES




	 	 	 	 	 
	Name of Grantor	 	Name of Institution	 	Lock Box Number
	 
	 	 	 	 





 


 









 





SCHEDULE 9




NEGOTIABLE COLLATERAL



 


 









 







ANNEX 1 TO SECURITY AND PLEDGE AGREEMENT

FORM OF JOINDER




Joinder No.
 _____ 
(this “Joinder”), dated as of                       _____, 201_____ 
by and among
                    , a                                          (the “New Subsidiary”) and WELLS FARGO CAPITAL
FINANCE, LLC, in its capacity as agent for the Secured Party and the Bank Product Providers (in
such capacity, together with its successors and assigns in such capacity, “Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Credit Agreement dated as of October [_], 2011 (as amended,
supplemented, extended, renewed, replaced, refunded, refinanced or otherwise modified from time to
time, the “Credit Agreement”) by and among HORIZON LINES, INC., a Delaware corporation, as
parent guarantor (“Parent”), HORIZON LINES, LLC, a Delaware corporation, as borrower
(“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their
respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent, the Secured Party has agreed to make certain
financial accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and



WHEREAS, pursuant to Section 5.11 of the Credit Agreement, the New Subsidiary is required to
execute, among other documents, this Joinder in order to become a (a) Guarantor under the Guaranty;
(b) Grantor under the Security Agreement; and (c) party to the Intercreditor Agreement; and



WHEREAS, the New Subsidiary (a) is a Subsidiary of the Parent and, as such, will benefit by
virtue of the financial accommodations extended to the Borrower by the Secured Party and (b) by
becoming a Loan Party will benefit from certain rights granted to the Loan Parties pursuant to the
terms of the Loan Documents;



NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each New Subsidiary
hereby agrees as follows:



1. All initially capitalized terms used but not otherwise defined herein have the meanings
given to them in the Security Agreement or, if not defined therein, in the Credit Agreement.



2. The New Subsidiary, by its signature below, becomes a “Grantor” under the Security
Agreement with the same force and effect as if originally named therein as a “Grantor” and the New
Subsidiary hereby (a) agrees to all of the terms and provisions of the Security Agreement
applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations
and warranties made by it as a “Grantor” thereunder are true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations and
warranties that are already qualified or modified by materiality in the text thereof) on and as of
the date hereof. In furtherance of the foregoing, the New Subsidiary does hereby unconditionally
grant to Agent, for the benefit of the Secured Parties, to secure the Secured Obligations, a
continuing security interest in and to all of such New Subsidiary’s right, title and interest in
and to the Collateral. The Schedule attached hereto supplement each of the respective Schedules to
the Security Agreement.


 


 









 





Each reference to a “Grantor” in the Security Agreement and the other Loan Documents shall be deemed to include
the New Subsidiary. The Security Agreement is incorporated herein by reference. The New
Subsidiary authorizes Agent at any time and from time to time to file, transmit, or communicate, as
applicable, financing statements and amendments thereto (i) describing the Collateral as “all
personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing
the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any
information required by part 5 of Article 9 of the Code for the sufficiency or filing office
acceptance. The New Subsidiary also hereby ratifies any and all financing statements or amendments
previously filed by Agent in any jurisdiction in connection with the Loan Documents.



3. The New Subsidiary, by its signature below, becomes a “Guarantor” under the Guaranty with
the same force and effect as if originally named therein as a “Guarantor” and the New Subsidiary
hereby (a) agrees to all of the terms and provisions of the Guaranty applicable to it as a
“Guarantor” thereunder and (b) represents and warrants that the representations and warranties made
by it as a “Guarantor” thereunder are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that are
already qualified or modified by materiality in the text thereof) on and as of the date hereof. In
furtherance of the foregoing, the New Subsidiary does hereby, jointly and severally together with
the other Guarantors, guaranty to Agent, for the benefit of the Secured Party, as provided in the
Guaranty, the prompt payment and performance of the Guarantied Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof. Each reference to a “Guarantor”, the “Guarantors”, a
“Guarantor” or the “Guarantors” in the Guaranty and the other Loan Documents shall be deemed to
include the New Subsidiary. The Guaranty is incorporated herein by reference.



4. The New Subsidiary, by its signature below, becomes a party to the [Intercreditor
Agreement/other applicable agreements] and the New Subsidiary hereby (a) agrees to all of the terms
and provisions of [Intercreditor Agreement/other applicable agreements] applicable to it as a
“[Borrower/Guarantor/Grantor]” thereunder and (b) represents and warrants that the representations
and warranties made by it as a “[Guarantor/Grantor]” thereunder are true and correct in all
material respects (except that such materiality qualifier shall not be applicable to any
representations and warranties that are already qualified or modified by materiality in the text
thereof) on and as of the date hereof. Each reference to a “[Borrower/Guarantor/Grantor]” in the
[Intercreditor Agreement /other applicable agreements] shall be deemed to include the New
Subsidiary.



5. The New Subsidiary represents and warrants to Agent and the Secured Parties that this
Joinder has been duly executed and delivered by such New Subsidiary and constitutes its legal,
valid, and binding obligation, enforceable against it in accordance with its terms, except as
enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium, or other similar laws affecting creditors’ rights generally and general
principles of equity (regardless of whether such enforceability is considered in a proceeding at
law or in equity).



6. This Agreement is a Loan Document. This Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same agreement. Delivery of an executed counterpart of this Joinder by
telefacsimile or other electronic method of transmission shall
be equally as effective as delivery of an original executed counterpart of this Joinder. Any
party delivering an executed counterpart of this Joinder by telefacsimile or other electronic
method of transmission also shall deliver an original executed counterpart of this Joinder but the
failure to deliver an original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Joinder.


 


 









 






7. The Security Agreement, as supplemented hereby, shall remain in full force and effect.



8. THE VALIDITY OF THIS JOINDER, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND
THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO
SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.



9. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS JOINDER
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH NEW SUBSIDIARY WAIVE, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION 9.



10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH NEW SUBSIDIARY HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF THIS JOINDER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH NEW
SUBSIDIARY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A
COPY OF THIS JOINDER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



 


 









 





IN WITNESS WHEREOF, the parties hereto have caused this Joinder to the Security Agreement to
be executed and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	NEW SUBSIDIARY:	 	[NAME OF NEW SUBSIDIARY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	AGENT:	 	WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Security Agreement



 


 









 







EXHIBIT A




COPYRIGHT SECURITY AGREEMENT




This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this

 _____ 
day of                     , 201_, by and among Grantors listed on the signature pages hereof (each a
“Grantor”, and collectively, jointly and severally, the “Grantors”), and WELLS
FARGO CAPITAL FINANCE, LLC (“WFCF”), in its capacity as agent for the Secured Parties (in
such capacity, together with its successors and assigns in such capacity, “Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Credit Agreement dated as October 5, 2011 (as amended,
supplemented, extended, renewed, replaced, refunded, refinanced or otherwise modified from time to
time, the “Credit Agreement”) by and among HORIZON LINES, INC., a Delaware corporation, as
parent guarantor (“Parent”), HORIZON LINES, LLC, a Delaware corporation, as borrower
(“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their
respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent, the Secured Party has agreed to make certain
financial accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and



WHEREAS, the members of the Secured Party are willing to make the financial accommodations to
Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that
Grantors shall have executed and delivered to Agent, for the benefit of the Secured Parties, that
certain Security Agreement, dated as of October 5, 2011 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the
“Security Agreement”); and



WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Agent, for the benefit of the Secured Parties, this Copyright Security Agreement;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agree as follows:



1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement or, if not defined therein, in the
Credit Agreement.



2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby
unconditionally grants to Agent, for the benefit of each of the Secured Parties, to secure the
Secured Obligations, a continuing security interest (referred to in this Copyright Security
Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in
and to the following, whether now owned or hereafter acquired or arising (collectively, the
“Copyright Collateral”):


(a) all of such Grantor’s Copyrights and Copyright Intellectual Property Licenses to which it
is a party including those referred to on Schedule I;



(b) all renewals or extensions of the foregoing; and


 


 









 






(c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement of any Copyright or any Copyright
exclusively licensed under any Intellectual Property License, including the right to receive
damages, or the right to receive license fees, royalties, and other compensation under any
Copyright Intellectual Property License.



3. SECURITY FOR SECURED OBLIGATIONS. This Copyright Security Agreement and the
Security Interest created hereby secures the payment and performance of the Secured Obligations,
whether now existing or arising hereafter. Without limiting the generality of the foregoing, this
Copyright Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Secured Parties or
any of them, whether or not they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Grantor.



4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Copyright
Security Agreement is granted in conjunction with the security interests granted to Agent, for the
benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to the Security
Interest in the Copyright Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. To the extent there is any inconsistency between this Copyright Security
Agreement and the Security Agreement, the Security Agreement shall control.



5. AUTHORIZATION TO SUPPLEMENT. Each Grantor shall give Agent prior written notice of
no less than three (3) Business Days before filing any additional application for registration of
any copyright and prompt notice in writing of any additional copyright registrations granted
therefor after the date hereof. Without limiting the Grantors’ obligations under the Loan
Documents, each Grantor hereby authorizes Agent to unilaterally modify this Copyright Security
Agreement by amending Schedule I to include any future United States registered copyrights
or applications therefor of each Grantor. Notwithstanding the foregoing, no failure to so modify
this Copyright Security Agreement or amend Schedule I shall in any way affect, invalidate
or detract from Agent’s continuing security interest in all Collateral, whether or not listed on
Schedule I.



6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Copyright Security Agreement. Delivery of an executed counterpart
of this Copyright Security Agreement by telefacsimile or other electronic method of transmission
shall be equally as effective as delivery of an original executed counterpart of this Copyright
Security Agreement. Any party delivering an executed counterpart of this Copyright
Security Agreement by telefacsimile or other electronic method of transmission also shall
deliver an original executed counterpart of this Copyright Security Agreement but the failure to
deliver an original executed counterpart shall not affect the validity, enforceability, and binding
effect of this Copyright Security Agreement.


 


2









 





7. CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the
context of this Copyright Security Agreement clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”,
“hereunder”, and similar terms in this Copyright Security Agreement refer to this Copyright
Security Agreement as a whole and not to any particular provision of this Copyright Security
Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this
Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security
Agreement to any agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and
supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders,
and supplements set forth herein). The words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts, and contract rights. Any reference herein to the
satisfaction, repayment, or payment in full of the Secured Obligations shall mean the repayment in
full in cash of all Secured Obligations other than unasserted contingent indemnification Secured
Obligations. Any reference herein to any Person shall be construed to include such Person’s
successors and assigns. Any requirement of a writing contained herein shall be satisfied by the
transmission of a Record.



8. THE VALIDITY OF THIS COPYRIGHT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



9. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS COPYRIGHT
SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND
EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SECTION 9.


 


3









 





10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS COPYRIGHT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



[signature page follows]



 


4









 







IN WITNESS WHEREOF, the parties hereto have caused this Copyright Security Agreement to be
executed and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	GRANTORS:	 	HORIZON LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AERO LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWAII STEVEDORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Security Agreement



 


 









 





	 	 	 	 	 	 	 
	 	 	HORIZON LINES OF GUAM, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF PUERTO RICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES VESSELS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON SERVICES GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SEA-LOGIX, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


2









 





	 	 	 	 	 	 	 
	AGENT:	 	WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


3









 







SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT




Copyright Registrations




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Registration
	Grantor	 	Country	 	Copyright	 	Registration No.	 	Date
	 
	 	 	 	 	 	 	 	 






Copyright Licenses



 


 









 







EXHIBIT B




PATENT SECURITY AGREEMENT




This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this
 _____ 
day
of                     , 20_____, by and among the Grantors listed on the signature pages hereof (each a
“Grantor”, and collectively, jointly and severally, the “Grantors”), and WELLS
FARGO CAPITAL FINANCE, LLC (“WFCF”), in its capacity as agent for the Secured Parties (in
such capacity, together with its successors and assigns in such capacity, “Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Credit Agreement dated as of October 5, 2011 (as amended,
supplemented, extended, renewed, replaced, refunded, refinanced or otherwise modified from time to
time, the “Credit Agreement”) by and among HORIZON LINES, INC., a Delaware corporation, as
parent guarantor (“Parent”), HORIZON LINES, LLC, a Delaware corporation, as borrower
(“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their
respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent, the Secured Party has agreed to make certain
financial accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and



WHEREAS, the members of Secured Party are willing to make the financial accommodations to
Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that
the Grantors shall have executed and delivered to Agent, for the benefit of the Secured Parties,
that certain Security Agreement, dated as of October 5, 2011 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the
“Security Agreement”); and



WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Agent, for the benefit of the Secured Parties, this Patent Security Agreement;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement or, if not defined therein, in the
Credit Agreement.



2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby
unconditionally grants to Agent, for the benefit of each of the Secured Parties, to secure the
Secured Obligations, a continuing security interest (referred to in this Patent Security Agreement
as the “Security Interest”) in all of such Grantor’s right, title and interest in and to
the following, whether now owned or hereafter acquired or arising (collectively, the “Patent
Collateral”):


(a) all of its Patents and Patent Intellectual Property Licenses to which it is a party
including those referred to on Schedule I;



(b) all divisionals, continuations, continuations-in-part, reissues, reexaminations, or
extensions of the foregoing; and



 


 









 






(c) all products and proceeds of the foregoing, including any claim by such Grantor against
third parties for past, present or future infringement of any Patent or any Patent exclusively
licensed under any Intellectual Property License, including the right to receive damages, or right
to receive license fees, royalties, and other compensation under any Patent Intellectual Property
License.



3. SECURITY FOR SECURED OBLIGATIONS. This Patent Security Agreement and the Security
Interest created hereby secures the payment and performance of the Secured Obligations, whether now
existing or arising hereafter. Without limiting the generality of the foregoing, this Patent
Security Agreement secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by Grantors, or any of them, to Agent, Secured Parties or any of
them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Grantor.



4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Patent Security
Agreement is granted in conjunction with the security interests granted to Agent, for the benefit
of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and
affirms that the rights and remedies of Agent with respect to the Security Interest in the Patent
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms
and provisions of which are incorporated by reference herein as if fully set forth herein. To the
extent there is any inconsistency between this Patent Security Agreement and the Security
Agreement, the Security Agreement shall control.



5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patent
application or issued patent or become entitled to the benefit of any patent application or patent
for any divisional, continuation, continuation-in-part, reissue, or reexamination of any existing
patent or patent application, the provisions of this Patent Security Agreement shall automatically
apply thereto. Each Grantor shall give prompt notice in writing to Agent with respect to any such
new patent rights. Without limiting the Grantors’ obligations under the Loan Documents, each
Grantor hereby authorizes Agent to unilaterally modify this Patent Security Agreement by amending
Schedule I to include any such new patent rights of each Grantor. Notwithstanding the
foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall
in any way affect, invalidate or detract from Agent’s continuing security interest in all
Collateral, whether or not listed on Schedule I.



6. COUNTERPARTS. This Patent Security Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Patent Security Agreement. Delivery of an executed counterpart of
this Patent Security Agreement by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed counterpart of
this Patent Security Agreement. Any party delivering an executed counterpart of this Patent
Security Agreement by telefacsimile or other electronic method of transmission also shall deliver
an original executed counterpart of this Patent Security Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Patent Security Agreement.


 


2









 





7. CONSTRUCTION. This Patent Security Agreement is a Loan Document. Unless the
context of this Patent Security Agreement clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”,
“hereunder”, and similar terms in this Patent Security Agreement refer to this Patent Security
Agreement as a whole and not to any particular provision of this Patent Security Agreement.
Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security
Agreement unless otherwise specified. Any reference in this Patent Security Agreement to any
agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). The words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or
payment in full of the Secured Obligations shall mean the repayment in full in cash of all Secured
Obligations other than unasserted contingent indemnification Secured Obligations. Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein shall be satisfied by the transmission of a Record.



8. THE VALIDITY OF THIS PATENT SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



9. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PATENT
SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND
EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH
THIS SECTION 9.


 


3









 





10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS PATENT SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



[signature page follows]



 


4









 







IN WITNESS WHEREOF, the parties hereto have caused this Patent Security Agreement to be
executed and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	GRANTORS:	 	HORIZON LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AERO LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWAII STEVEDORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]



 


 









 





	 	 	 	 	 	 	 
	 	 	HORIZON LINES OF GUAM, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF PUERTO RICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES VESSELS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON SERVICES GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SEA-LOGIX, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


2









 





	 	 	 	 	 	 	 
	AGENT:	 	WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






 


3









 







SCHEDULE I

to

PATENT SECURITY AGREEMENT




Patents 




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/	 	 
	Grantor	 	Country	 	Patent	 	Patent No.	 	Filing Date
	 
	 	 	 	 	 	 	 	 






Patent Licenses




 


 









 







EXHIBIT C




TRADEMARK SECURITY AGREEMENT




This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this

 _____ 
day of                     , 201_, by and among Grantors listed on the signature pages hereof (each a
“Grantor”, and collectively, jointly and severally, the “Grantors”), and WELLS FARGO
CAPITAL FINANCE, LLC (“WFCF”), in its capacity as agent for the Secured Parties (in such
capacity, together with its successors and assigns in such capacity, “Agent”).



W I T N E S S E T H:




WHEREAS, pursuant to that certain Credit Agreement dated as of October 5, 2011 (as amended,
supplemented, extended, renewed, replaced, refunded, refinanced or otherwise modified from time to
time, the “Credit Agreement”) by and among HORIZON LINES, INC., a Delaware corporation, as
parent guarantor (“Parent”), HORIZON LINES, LLC, a Delaware corporation, as borrower
(“Borrower”), the lenders party thereto as “Lenders” (such Lenders, together with their
respective successors and assigns in such capacity, each, individually, a “Lender” and,
collectively, the “Lenders”), and Agent, the Secured Party has agreed to make certain
financial accommodations available to Borrower from time to time pursuant to the terms and
conditions thereof; and



WHEREAS, the members of the Secured Party are willing to make the financial accommodations to
Borrower as provided for in the Credit Agreement, but only upon the condition, among others, that
Grantors shall have executed and delivered to Agent, for the benefit of the Secured Parties, that
certain Security Agreement, dated as of October 5, 2011 (including all annexes, exhibits or
schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the
“Security Agreement”); and



WHEREAS, pursuant to the Security Agreement, Grantors are required to execute and deliver to
Agent, for the benefit of Secured Parties, this Trademark Security Agreement;



NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Grantor hereby agrees as follows:



1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined
herein have the meanings given to them in the Security Agreement or, if not defined therein, in the
Credit Agreement.



2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby
unconditionally grants to Agent, for the benefit of each Secured Party, to secure the Secured
Obligations, a continuing security interest (referred to in this Trademark Security Agreement as
the “Security Interest”) in all of such Grantor’s right, title and interest in and to the
following, whether now owned or hereafter acquired or arising (collectively, the “Trademark
Collateral”):



(a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party
including those referred to on Schedule I;



(b) all goodwill of the business connected with the use of, and symbolized by, each Trademark
and each Trademark Intellectual Property License; and



 


 









 






(c) all products and proceeds (as that term is defined in the Code) of the foregoing,
including any claim by such Grantor against third parties for past, present or future (i)
infringement or dilution of any Trademark or any Trademarks exclusively licensed under any
Intellectual Property License, including right to receive any damages, (ii) injury to the goodwill
associated with any Trademark, or (iii) right to receive license fees, royalties, and other
compensation under any Trademark Intellectual Property License.



3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the
Security Interest created hereby secures the payment and performance of the Secured Obligations,
whether now existing or arising hereafter. Without limiting the generality of the foregoing, this
Trademark Security Agreement secures the payment of all amounts which constitute part of the
Secured Obligations and would be owed by Grantors, or any of them, to Agent, the Secured Parties or
any of them, whether or not they are unenforceable or not allowable due to the existence of an
Insolvency Proceeding involving any Grantor.



4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark
Security Agreement is granted in conjunction with the security interests granted to Agent, for the
benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby
acknowledges and affirms that the rights and remedies of Agent with respect to the Security
Interest in the Trademark Collateral made and granted hereby are more fully set forth in the
Security Agreement, the terms and provisions of which are incorporated by reference herein as if
fully set forth herein. To the extent there is any inconsistency between this Trademark Security
Agreement and the Security Agreement, the Security Agreement shall control.



5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new
trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto.
Each Grantor shall give prompt notice in writing to Agent with respect to any such new trademarks
or renewal or extension of any trademark registration. Without limiting the Grantors’ obligations
under the Loan Documents, each Grantor hereby authorizes Agent to unilaterally modify this
Trademark Security Agreement by amending Schedule I to include any such new trademark
rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this Trademark
Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from
Agent’s continuing security interest in all Collateral, whether or not listed on Schedule
I.



6. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of
counterparts and by different parties on separate counterparts, each of which, when executed and
delivered, shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Trademark Security Agreement. Delivery of an executed counterpart
of this Trademark Security Agreement by telefacsimile or other electronic method of transmission
shall be equally as effective as delivery of an original executed counterpart of this
Trademark Security Agreement. Any party delivering an executed counterpart of this Trademark
Security Agreement by telefacsimile or other electronic method of transmission also shall deliver
an original executed counterpart of this Trademark Security Agreement but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Trademark Security Agreement.


 


2









 





7. CONSTRUCTION. This Copyright Security Agreement is a Loan Document. Unless the
context of this Trademark Security Agreement clearly requires otherwise, references to the plural
include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the
inclusive meaning represented by the phrase “and/or”. The words “hereof”, “herein”, “hereby”,
“hereunder”, and similar terms in this Trademark Security Agreement refer to this Trademark
Security Agreement as a whole and not to any particular provision of this Trademark Security
Agreement. Section, subsection, clause, schedule, and exhibit references herein are to this
Agreement unless otherwise specified. Any reference in this Trademark Security Agreement to any
agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes,
extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set
forth herein). The words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties, including cash,
securities, accounts, and contract rights. Any reference herein to the satisfaction, repayment, or
payment in full of the Secured Obligations shall mean the repayment in full in cash of all Secured
Obligations other than unasserted contingent indemnification Secured Obligations. Any reference
herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Loan Document shall be satisfied by the
transmission of a Record.



8. THE VALIDITY OF THIS TRADEMARK SECURITY AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.



9. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PATENT
SECURITY AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT
ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND
EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM
NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT
IN ACCORDANCE WITH THIS SECTION 9.



 


3









 





10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH
GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF
THIS TRADEMARK SECURITY AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



[signature page follows]


 


4









 





IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	GRANTORS:	 	HORIZON LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AERO LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWAII STEVEDORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






Horizon Lines

Trademark Security Agreement




 


 









 





	 	 	 	 	 	 	 
	 	 	HORIZON LINES OF GUAM, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF PUERTO RICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES VESSELS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON SERVICES GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SEA-LOGIX, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


2









 





	 	 	 	 	 	 	 
	 	 	AGENT: WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






 


3









 







SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT




Trademark Registrations/Applications




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Application/	 	 
	Grantor	 	Country	 	Mark	 	Registration No.	 	App/Reg Date
	 
	 	 	 	 	 	 	 	 






Trade Names




Common Law Trademarks




Trademarks Not Currently In Use




Trademark Licenses



 


 









 







EXHIBIT D




PLEDGED INTERESTS ADDENDUM




This Pledged Interests Addendum, dated as of                     
 _____, 201_____ 
(this “Pledged Interests
Addendum”), is delivered pursuant to Section 6 of the Security Agreement referred to below.
The undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain
Security Agreement, dated as of October 5, 2011, (as amended, restated, supplemented, or otherwise
modified from time to time, the “Security Agreement”), made by the undersigned, together
with the other Grantors named therein, to WELLS FARGO CAPITAL FINANCE, LLC, as Agent. Initially
capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the
Security Agreement or, if not defined therein, in the Credit Agreement. The undersigned hereby
agrees that the additional interests listed on Schedule I shall be and become part of the
Pledged Interests pledged by the undersigned to Agent in the Security Agreement and any pledged
company set forth on Schedule I shall be and become a “Pledged Company” under the Security
Agreement, each with the same force and effect as if originally named therein.



This Pledged interests Addendum is a Loan Document. Delivery of an executed counterpart of
this Pledged Interests Addendum by telefacsimile or other electronic method of transmission shall
be equally as effective as delivery of an original executed counterpart of this Pledged Interests
Addendum. If the undersigned delivers an executed counterpart of this Pledged Interests Addendum
by telefacsimile or other electronic method of transmission, the undersigned shall also deliver an
original executed counterpart of this Pledged Interests Addendum but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and binding effect of
this Pledged Interests Addendum.



The undersigned hereby certifies that the representations and warranties set forth in Section
5 of the Security Agreement of the undersigned are true and correct as to the Pledged Interests
listed herein on and as of the date hereof.



THE VALIDITY OF THIS PLEDGED INTERESTS ADDENDUM, THE CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


 









 





THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS PLEDGED
INTERESTS ADDENDUM SHALL BE TRIED AND LITIGATED ONLY IN THE STATE, AND, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT,
AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE
AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
AGENT AND EACH GRANTOR WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING
IS BROUGHT IN ACCORDANCE WITH THIS PARAGRAPH.



TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
PLEDGED INTERESTS ADDENDUM OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT
AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF
LITIGATION, A COPY OF THIS PLEDGED INTERESTS ADDENDUM MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.



[signature page follows]



 


 









 







IN WITNESS WHEREOF, the undersigned has caused this Pledged Interests Addendum to be executed
and delivered as of the day and year first above written.



	 	 	 	 	 	 	 
	GRANTORS:	 	HORIZON LINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	AERO LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HAWAII STEVEDORES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


 









 





	 	 	 	 	 	 	 
	 	 	HORIZON LINES OF GUAM, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES OF PUERTO RICO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LINES VESSELS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON LOGISTICS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	HORIZON SERVICES GROUP, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SEA-LOGIX, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


 









 





	 	 	 	 	 	 	 
	AGENT:	 	WELLS FARGO CAPITAL FINANCE, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






 


 









 







SCHEDULE I

to

PLEDGED INTERESTS ADDENDUM




Pledged Interests




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage	 	 
	 	 	Name of Pledged	 	Number of	 	Class of	 	of Class	 	Certificate
	Name of Grantor	 	Company	 	Shares/Units	 	Interests	 	Owned	 	Nos.
	 
	 	 	 	 	 	 	 	 	 	 






 


 









 







EXHIBIT E




Form of Vessel Fleet Mortgage



 


 









 





EXHIBIT F




FORM OF ASSIGNMENT OF GOVERNMENT CONTRACT




INSTRUMENT OF ASSIGNMENT




ASSIGNMENT (this “Agreement”), dated as of [                    ] by and among
[                                        ], with its chief executive offices at 4064 Colony Road, Suite 200, Charlotte,
NC 28211 (the “Assignor”) in favor of Wells Fargo Capital Finance, LLC as administrative
agent (the “Assignee”), for the ratable benefit of the banks and other financial
institutions (the “Lenders”) from time to time parties to the Credit Agreement dated as of
October 5, 2011 (as the same now exists or may hereafter be amended, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”) by and among
Horizon Lines, Inc., a Delaware corporation, as parent guarantor (“Parent”), Horizon Lines,
LLC, a Delaware corporation, as borrower (“Borrower”), the lenders party thereto as
“Lenders” (such Lenders, together with their respective successors and assigns in such capacity,
each, individually, a “Lender” and, collectively, the “Lenders”), and Wells Fargo
Capital Finance, LLC, as administrative agent (“Agent”). All initially capitalized terms
used but not otherwise defined herein have the meanings given to them in the Security Agreement or,
if not defined therein, in the Credit Agreement.



STATEMENT OF PURPOSE




WHEREAS, the Secured Parties are willing to make the financial accommodations to Borrower as
provided for in the Credit Agreement, but only upon the condition, among others, that the Grantors
shall have executed and delivered to Assignee, for the benefit of the Secured Parties, that certain
Security Agreement, dated as of October 5, 2011 (including all annexes, exhibits or schedules
thereto, as from time to time amended, restated, supplemented or otherwise modified, the
“Security Agreement”); and



WHEREAS, pursuant to the Security Agreement, the Assignor is required to execute and deliver
to Assignee, for the benefit of the Secured Parties, this Agreement;



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the Assignor hereby agrees with the Assignee, for itself
and the ratable benefit of the Secured Parties, as follows:



SECTION 1. Assignment. The Assignor hereby sells, assigns and transfers to the
Assignee, for itself and the ratable benefit of the Secured Parties, all of the Assignor’s rights,
title and interest in and to all moneys due and to become due from the United States of America, or
from any Agency or Department thereof, together with all rights to receive the same, under a
certain Contract No. [                    ], dated as of [                    ] (as amended, restated, supplemented or
otherwise modified from time to time, the “Contract”) between the United States of America
acting through [                    ] and the Assignor, including any letter of intent, letter of award,
letter of acceptance of bid or proposal, informal or incomplete contract or agreement, order,
authorization to commence performance or similar instrument or communication made or received by
the Assignor in anticipation of or in connection with the Contract.


 


 









 





SECTION 2. Direction of Payment. The Assignor hereby authorizes and directs the
United States of America to make all payments due under the Contract directly to the Assignee, in
accordance with any payment instructions received therefrom, by checks or other orders, payable to
the Assignee, and constitutes and appoints the Assignee its true and lawful attorney, irrevocably
with full power of
substitution for it, in its name or in the name of the Assignor or otherwise, to ask, require,
demand and receive and give acquittance for any and all said monies due or to become due, and to
endorse the name of the Assignor on any checks, drafts or other orders for the payment of money
payable to the Assignor in payment thereof.



[Signature Page Follows]




 


 









 







IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed under seal
by their duly authorized officers, all as of the day and year first written above.



	 	 	 	 	 	 	 
	 	 	[                                        ], as Assignor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






ATTEST:




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	 

	 	 	 	 
	Title: [Assistant] Secretary1	 	 






(Affix Corporate Seal)2




STATE OF                                         




COUNTY OF                                         




On the
 _____ 
day of                     , 20_____ 
before me personally appeared                      to me known, who, being
by me duly sworn, did say that he is the              
                            of [                                        ], Inc.; and that he
signed his name thereto by his free act and deed and acknowledged the said Assignment to be the
free act and deed of said corporation.



	 	 	 
	 

	 	 
	 

	 	Notary Public






My Commission Expires:



                                                            




 







	 	 	 
	1	 	Must be the secretary or an assistant secretary.

	 
	2	 	Must (a) include the corporate seal or (b) attach a
corporate resolution authorizing the assignment.



 


 









 









NOTICE OF ASSIGNMENT OF GOVERNMENT CONTRACT




Dated as of:                                         




TO: [                    ]3

        [Address]




Reference is made to Contract No. [                                        ], dated as of
 [                    ] (as amended,
restated, supplemented or otherwise modified from time to time, the “Contract”), between
the United States of America acting through [          
                              ]4
and [                                        ],
with its chief executive offices at 4064 Colony Road, Suite 200, Charlotte, NC 28211 (the
“Assignor”).



Moneys due or to become due under the Contract have been assigned to the undersigned under the
provisions of the Assignment of Claims Act of 1940, as amended, 31 U.S.C. 3727, 41 U.S.C. 15.



A true copy of the Instrument of Assignment, dated as of [                    ] executed by the
Assignor in favor of Wells Fargo Capital Finance, LLC, as administrative agent (the
“Assignee”) for itself and the ratable benefit of the banks and other financial
institutions (the “Lenders”) from time to time parties to the Credit Agreement dated as of
October 5, 2011 (as amended, restated, supplemented, or otherwise modified from time to time, the
“Credit Agreement”) by and among Horizon Lines, Inc., a Delaware corporation as parent
guarantor, Horizon Lines, LLC, a Delaware limited liability company, as borrower, the lenders party
thereto and Wells Fargo Capital Finance, LLC, as administrative agent, is attached to the original
notice.



Payments due or to become due under the Contract should be made to the Assignee.



Please return to the undersigned the three enclosed copies of this Notice of Assignment with
appropriate notations showing the date and hour of receipt, and signed by the person acknowledging
receipt on behalf of the addressee. Please mail the three copies of this Notice of Assignment and
all inquiries and correspondence regarding this matter to the address specified on the signature
page hereto.



[Signature Page Follows]




 







	 	 	 
	3	 	Include (a) contracting officer or the agency head; (b)
surety on any bond applicable to the contract and (c) disbursing officer
designated in the contract to make payment

	 
	4	 	Government agency, name of office and address



 


 









 









	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK CAPITAL FINANCE, LLC

as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 	 	Address of Administrative Agent:	 	 
	 	 	Wells Fargo Bank Capital Finance, LLC	 	 
	 	 	1100 Abernathy Road, Suite 1600	 	 
	 	 	Atlanta, GA 30328	 	 
	 	 	Attention: Loan Portfolio Manager	 	 
	 	 	Fax No. 770-804-0785	 	 






[Acknowledgement Follows]





 


 











 




ACKNOWLEDGEMENT




Receipt of the foregoing Notice of Assignment of Government Contract dated as of
[                                                            ] from Wells Fargo Capital Finance, LLC, as Administrative Agent, to the
undersigned along with the Assignment of Government Contract attached thereto (collectively, the
“Assignment Documents”) is hereby acknowledged. The Assignment Documents were received at
[                                        ] (a.m.) (p.m.) on [                    ], [             
       ].



[                                        ][Government agency]




	 	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	Name:
	 	 
 

	 	 
	 

	 	Title:
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 	 	On behalf of: