Filed by Bowne Pure Compliance



 





Exhibit 10.12.2



AMENDMENT NO. 2 TO TP 1 SPACE CHARTER AND

TRANSPORTATION SERVICE CONTRACT




This Amendment No. 2 (hereafter may be referred to as the “Amendment No. 2”) amends the TP1 Space
Charter and Transportation Service Contract executed on May 9, 2004 between Horizon Lines, LLC and
A.P. Moller as managing owner for and on behalf of A.P. Moller-Maersk A/S trading as Maersk Sealand
(hereafter may be referred to as the “Agreement”), as amended by “Amendment No. 1” executed on
30th November, 2006 (the “Amended Agreement”). This Amendment No. 2 is entered into by
and between Horizon and Maersk who shall each be considered a “Party” to this Amendment, and shall
collectively be considered the “Parties”.



WHEREAS, the Parties intend to add the port of Yantian, PRC to the New TP1 Service under the terms
provided below.



NOW, THEREFORE, in consideration of the mutual covenants contained herein, and in receipt of
consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as
follows:



This Amendment No. 2 shall become effective on/about June 30th, 2007, to coincide with
the arrival of vessel Horizon Hawk in Yantian, PRC, and remain in effect through the date of
departure of the vessel employed in the New TP1 Service making the final voyage from Yantian
(scheduled for departure on or about March 29th, 2008). This Amendment No. 2 shall cease to be
effective on the date immediately following the date of departure of the vessel employed in the New
TP1 Service making the final voyage from Yantian, and all terms and conditions will revert to the
terms of the Amended Agreement. .




	 	a.	 	All capitalized terms used herein that are not otherwise defined shall have the
meaning provided in the Amended Agreement.

	 
	 	b.	 	All references in the Amended Agreement to “Hong Kong and Kaohsiung” shall be changed
to “Hong Kong, Yantian, and Kaohsiung”.

	 
	 	c.	 	All references in the Amended Agreement to “Kaohsiung and Hong Kong” shall be changed
to “Kaohsiung, Hong Kong, and Yantian”.

	 
	 	d.	 	All references in the Amended Agreement to “Hong Kong or Kaohsiung” shall be changed
to “Hong Kong, Yantian, or Kaohsiung”.

	 
	 	e.	 	All references in the Amended Agreement to “Hong Kong / Kaohsiung” shall be changed
to “Hong Kong / Yantian / Kaohsiung”.

	 
	 	f.	 	All references in the Amended Agreement to “Hong Kong, Kaohsiung, Tacoma or Oakland”
shall be changed to “Hong Kong, Kaohsiung, Yantian, Tacoma or Oakland”.

	 
	 	g.	 	Amend First Revised Appendix 1-A “Slot Rates” by adding the following to the bottom
of the page:







“Surcharge for including Yantian to proforma schedule:




Irrespective of load port, the following rates will be assessed an additional


 


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$***/FEU incremental surcharge (hereinafter referred to as “the Yantian Surcharge”),
which shall not be subject to fuel or CPI adjustment or any other increase:




“Asia to North America (Tacoma, Oakland) TP1 Service; International Cargo”




And




“Asia to Hawaii/Guam (International Cargo)”




	 	h.	 	Amend First Revised Appendix 2 to reflect the following proforma schedule:






Second Revised
Appendix 2



New TP1 Service
Vessel Service Proforma




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	DAYS FROM
	PORT	 	ARRIVAL AT DOCK	 	UNDOCKING TIME	 	TACOMA
	 	 	DAY	 	HOUR	 	DAY	 	HOUR	 	 
	Tacoma

	 	 	 	 	 	SUN
	 	3:00
	 	 	0	 
	Oakland

	 	TUE
	 	3:00
	 	TUE
	 	20:00
	 	 	2	 
	Honolulu

	 	SAT
	 	23:00
	 	SUN
	 	19:00
	 	 	7	 
	Guam

	 	TUE
	 	0:00
	 	WED
	 	6:00
	 	 	17	 
	Yantian

	 	SAT
	 	22:00
	 	SUN
	 	13:00
	 	 	21	 
	Hong Kong

	 	SUN
	 	19:00
	 	MON
	 	2:00
	 	 	22	 
	Kaohsiung

	 	MON
	 	21:00
	 	TUE
	 	8:00
	 	 	23	 
	Tacoma

	 	SAT
	 	8:00
	 	 	 	 	 	 	35	 






Note 1: The above schedule is based on a roundtrip time of 35 days and a frequency of 7 days.




	 	i.	 	The Parties do not waive any rights as a result of entering into this Amendment No.
2. All the rights and obligations of the Parties under the Amended Agreement not
specifically addressed under this Amendment No. 2 remain unmodified.






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


 


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	 	j.	 	This Amendment No. 2 and the Amended Agreement shall (a) contain the entire agreement and
understanding of the Parties with respect to the subject matter and (b) supersedes all prior
negotiations, discussions, correspondence, communications, understandings and agreements between
the Parties relating to the subject matter thereof, all of which are merged into this Amendment No.
2 and the Amended Agreement.









	 	k.	 	Except as otherwise provided herein, this Amendment No. 2 is effective as of the date
signed by both Parties.”







WHEREAS, the Parties have executed this Amendment No. 2 to the Amended Agreement on the 2nd day of July, 2007.



	 	 	 	 	 	 	 
	Horizon Lines, LLC	 	 	 	A.P. Moller as managing owner
	 

	 	 	 	 	 	for and on behalf of
	 

	 	 	 	 	 	A.P.Moller-Maersk A/S
	 

	 	 	 	 	 	trading as “Maersk Line”
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert S. Zuckerman
	 	By:
	 	/s/ J. Harling
	 

	 	 
	 	 	 	 
	Name:

	 	Robert S. Zuckerman
	 	Name:
	 	J. Harling
	 

	 	 
	 	 	 	 
	Title:

	 	Vice President
	 	Title:
	 	V.P.
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Peter Frederikson
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Peter Frederikson
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Sr. V.P.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 







 


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