Form of Second Amendment to Restructuring Support Agreement



 Exhibit 10.1 
 SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT 
 This SECOND AMENDMENT
TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of June 17, 2011, is by and between Horizon Lines, Inc. (the “Parent”), a corporation duly organized and existing under the laws of the State of
Delaware, and all of its subsidiaries and any successors thereto (collectively with the Parent, the “Company”) and the holder set forth on the signature page (the “Exchanging Holder”) to the Amendment (as
hereinafter defined) of the 4.25% convertible senior notes due 2012 (the “Notes”) issued under the Indenture, dated as of August 8, 2007 (as amended, supplemented, or modified from time to time, the
“Indenture”), by and between the Parent, as issuer, and The Bank of New York Trust Company, N.A., as Trustee, in the aggregate principal amount of $330,000,000.00. The Exchanging Holder, the Company, and each other person that
becomes a party hereto in accordance with the terms hereof shall be referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not herein defined shall have the meanings set
forth in the RSA (as defined below). References herein to percentage of Exchanging Holders refer to the principal amount of the Notes held by such Exchanging Holders. 
 RECITALS 
 WHEREAS, the Company and the Exchanging Holder are
parties to that certain Restructuring Support Agreement dated as of June 1, 2011, as amended by the First Amendment to Restructuring Support Agreement (the “First Amendment”), dated as of June 10, 2011 (as so amended
modified, or supplemented from time to time, the “RSA”); and 
 WHEREAS, the Parties have agreed to
further amend the RSA in accordance with and subject to the terms and conditions set forth herein. 
 AGREEMENT

 NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows: 
 1. Amendments to the
RSA. 
 1.1 Section 3(b)(i) of the RSA is hereby amended by deleting the reference to “June 17, 2011” and
inserting in lieu thereof the reference to “June 24, 2011.” 
 1.2 The last paragraph of Section 3 of the RSA is
hereby amended by deleting the reference to “June 17, 2011” and inserting in lieu thereof the reference to “June 24, 2011.” 
 1.3 Section 4(b) of the RSA is hereby amended by deleting the reference to “June 17, 2011” and inserting in lieu thereof the reference to “June 24, 2011.” 

1.4 Section 5.1(d) of the RSA is hereby amended by deleting the reference to “June 17, 2011” and inserting in lieu thereof
the reference to “June 24, 2011.” 







 1.5 Section 5.2(b) of the RSA is hereby amended by deleting the reference to “June
17, 2011” and inserting in lieu thereof the reference to “June 24, 2011.” 
 2. Effectiveness. This Amendment will be
effective and binding upon the Company and the undersigned Exchanging Holder as of the date (the “Amendment Effective Date”) on which: (i) the Company shall have executed and delivered counterpart signature pages of this
Amendment to counsel to the Exchanging Holder and (ii) at least two-thirds of the Exchanging Holders shall have executed and delivered counterpart signature pages of this Amendment to counsel to the Company. 

3. Representations and Warranties. Each Party hereby represents and warrants that as of the Amendment Effective Date, the representations and
warranties contained in Section 8 of the RSA are true and current in all material respects on and as of Amendment Effective Date (and after giving pro forma effect to the Transactions) to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. 

4. Effect Upon RSA. Except as specifically set forth herein, the RSA shall remain in full force and effect and is hereby ratified and confirmed.
The Parties hereto specifically acknowledge and agree that the RSA, as hereby amended, is in full force and effect in accordance with its respective terms and has not been modified, except pursuant to the First Amendment and this Amendment. This
Amendment shall be deemed to be Definitive Documentation for all purposes under and in connection with the RSA and the other Definitive Documentation and shall be binding upon and inure to the benefit of each of the parties hereto and their
respective successors and assigns. All references to the “RSA” in the Definitive Documentation shall mean and refer to the RSA, as modified by this Amendment. 
 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile
transmission or by electronic mail in portable document format (.pdf). 
 6. Headings. The headings of the sections, paragraphs and
subsections of this Amendment are inserted for convenience only and shall not affect the interpretation hereof. 
 7. Governing Law. This
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction.


  
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 IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized officers to execute
and deliver this Amendment as of the date first above written. 
  

			
	HORIZON LINES, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES HOLDING CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES OF PUERTO RICO, INC.
		
	By:	 	  

		 	Name:
		 	Title:
	
	HAWAII STEVEDORES, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature
Page to Second Amendment to Restructuring 
 Support Agreement 

3 








 
			
	HORIZON LOGISTICS, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	H-L DISTRIBUTION SERVICE, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES OF ALASKA, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES OF GUAM, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON LINES VESSELS, LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature
Page to Second Amendment to Restructuring 
 Support Agreement 

4 








 
			
	SEA-LOGIX, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	AERO LOGISTICS, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	HORIZON SERVICES GROUP, LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 Signature
Page to Second Amendment to Restructuring 
 Support Agreement 

5 








 
					
	EXCHANGING HOLDER:
	
	[INSERT NAME OF EXCHANGING HOLDER]
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  




  
 Signature
Page to Second Amendment to Restructuring 
 Support Agreement 

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