Exchange and Registration Rights Agreement, dated as of July 7, 2004



  
 Exhibit 4.5 

 
 Horizon Lines, LLC 
 Horizon Lines Holding Corp. 
  
 9.00% Senior Notes due 2012 
  
 unconditionally guaranteed as to the 
 payment
of principal, premium, 
 if any, and interest by 
  
 the Guarantors listed on the signature pages hereof 
  

  
 Exchange and
Registration Rights Agreement 
  
 July 7, 2004

  
 Goldman, Sachs & Co. 
 UBS Securities LLC 
 ABN AMRO Incorporated 
     As representatives of the several Purchasers 
     named in Schedule I to the Purchase Agreement 
 c/o Goldman, Sachs & Co. 
 85 Broad Street 
 New York, New York 10004 
  
 Ladies and Gentlemen: 
  
 Horizon Lines, LLC, a Delaware limited liability company (the “Company”), and Horizon Lines Holding Corp.,
a Delaware corporation, (“Parent” and together with the Company, the “Issuers”), propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein)
$250,000,000 aggregate principal amount of their 9.00% Senior Notes due 2012, which are guaranteed by the subsidiaries of Parent listed on the signature pages hereof. As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers and the Guarantors (as defined herein) agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities
(as defined herein) as follows: 
  
 1. Certain Definitions.
For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings: 
  
 “Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Agreement. 
  
 The term
“broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act. 
  









 “Closing Date” shall mean the date on which the Securities are initially issued.

  
 “Commission” shall mean the United States
Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. 
  
 “Effective Time,” in the case of (i) an Exchange
Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the
time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. 
  
 “Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Issuers in accordance with Section 3(d)(ii) or 3(d)(iii) hereof. 
  
 “Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

  
 “Exchange Offer” shall have the meaning
assigned thereto in Section 2(a) hereof. 
  
 “Exchange
Registration” shall have the meaning assigned thereto in Section 3(c) hereof. 
  
 “Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Guarantors” shall have the meaning assigned thereto in the
Indenture. 
  
 The term “holder” shall mean each
of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities. 
  
 “Indenture” shall mean the Indenture, dated as of July 7,
2004, among the Issuers, the Guarantors and The Bank of New York Trust Company, N.A., as Trustee, as the same shall be amended from time to time. 
  
 “Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of
Exhibit A hereto. 
  
 The term “person” shall
mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. 
  
 “Purchase Agreement” shall mean the Purchase Agreement, dated as of June 30, 2004, among the Purchasers, the Guarantors and the Issuers
relating to the Securities. 
  
 “Purchasers”
shall mean the Purchasers named in Schedule I to the Purchase Agreement. 
  

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 “Registrable Securities” shall mean the Securities; provided, however, that a
Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided
that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and
9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the
Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Issuers or pursuant to the Indenture; (iv) such
Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding. 
  
 “Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof. 
  
 “Registration Expenses” shall have the meaning assigned
thereto in Section 4 hereof. 
  
 “Resale Period”
shall have the meaning assigned thereto in Section 2(a) hereof. 
  
 “Restricted Holder” shall mean (i) a holder that is an affiliate of the Issuers within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business,
(iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Issuers. 
  
 “Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or
any successor provision), as the same shall be amended from time to time. 
  
 “Securities” shall mean, collectively, the 9.00% Senior Notes due 2012 of the Issuers to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to
the Indenture. Each Security is entitled to the benefit of the guarantees provided for in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related Guarantees. 
  
 “Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

  
 “Shelf Registration” shall have the meaning
assigned thereto in Section 2(b) hereof. 
  
 “Shelf
Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof. 
  

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 “Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

  
 “Trust Indenture Act” shall mean the Trust
Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time. 
  
 Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration
Rights Agreement as a whole and not to any particular Section or other subdivision. 
  
 2. Registration Under the Securities Act. 
  
 (a) Except as set forth in Section 2(b) below, the Issuers and the Guarantors agree to file under the Securities Act, as soon as
practicable, but no later than 270 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”)
any and all of the Securities for a like aggregate principal amount of debt securities issued by the Issuers and guaranteed by the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The
Issuers agree to use their reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 360 days after the Closing Date. The Exchange Offer will be
registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Issuers further agree to use their reasonable best efforts to commence and complete the
Exchange Offer promptly, but no later than 45 days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantees received by holders other than Restricted Holders
in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a
substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Issuers having exchanged the Exchange Securities for all outstanding Registrable
Securities pursuant to the Exchange Offer and (ii) the Issuers having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Issuers agree (x) to include in the Exchange Registration Statement a prospectus 

  

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for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a
period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

  
 Each holder participating in the Exchange
Offer shall be required to represent to the Company that (i) any Exchange Securities received by such holder will be acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer such holder has no
arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act and (iii) such holder is not an “affiliate,” as defined in Rule 405 of
the Securities Act of the Company. 
  
 (b) If (i)
on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 390 days following the Closing Date, (iii) any Purchaser so
requests with respect to Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following consummation of the Exchange Offer or (iv) any holder (other than a Purchaser) shall be, and shall
notify the Company that such holder is, prohibited by law or Commission policy from participating in the Exchange Offer or such holder may not resell the Exchange Securities acquired in the Exchange Offer to the public without delivering a
prospectus and the prospectus contained in the Exchange Registration Statement is not available for such resales by such holder (other than in either case (x) due solely to the status of such holder as an affiliate of the Company within the meaning
of the Securities Act or (y) due to such holder’s inability to make the representations set forth in the second paragraph of Section 2(a) hereof) and any such holder so requests, the Issuers shall, in lieu of (or, in the case of clauses (iii)
and (iv), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as reasonably practicable, but no later than 60 days after the time such obligation to file arises, a “shelf
registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities (or in the case of clause (iii), the Registrable Securities held by the Purchasers),
pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”); provided that if the Shelf Registration
Statement must be filed pursuant to clause (i) and the Exchange Registration Statement has not yet been filed, the Issuers need not file the Shelf Registration Statement until 270 days after the Closing Date and the date of such filing shall be
deemed to be the date on which the obligation to file such Shelf Registration Statement arose for purposes of the next sentence. The Issuers agree to use their reasonable best efforts (x) to cause the Shelf Registration Statement to become or be
declared effective no later than 120 days after the date on which the obligation to file 

  

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such Shelf Registration Statement arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the
second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder
of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any
action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Issuers in accordance with Section 3(d)(iii) hereof. The Issuers further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions
applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Issuers agree to furnish to each Electing Holder copies of any
such supplement or amendment prior to its being used or promptly following its filing with the Commission. 
  
 Notwithstanding the foregoing, the Company may suspend the availability of any Shelf Registration Statement for up to an aggregate of 60
days in any consecutive twelve-month period if (i) such action is required by applicable law, (ii) such action is taken by the Company in good faith and for valid business reasons (not including avoidance of the Company’s obligations
hereunder), including the acquisition or divestiture of assets, or (iii) with respect to a Shelf Registration Statement required to be filed due to a failure to consummate the Exchange Offer within the required time period, such action occurs
following the consummation of the Exchange Offer. 
  
 (c) In the event that (i) the Issuers have not filed the Exchange Registration Statement nor a Shelf Registration Statement (applicable to all of the Registrable Securities) on or before 270 days after the Closing Date, or (ii) the Exchange
Registration Statement has not become effective or been declared effective by the Commission on or before 360 days after the Closing Date, or (iii) the Exchange Offer has not been consummated within 390 days after the Closing Date, or (iv) if a
Shelf Registration Statement required to be filed under Section 2(b) hereof is not declared effective on or before 120 days after the date on which the obligation to file the Shelf Registration Statement arises, or (v) if any Shelf Registration
Statement required by Section 2(b) hereof is filed and declared effective, and during the period the Issuers are required to use their reasonable best efforts to cause the Shelf Registration Statement to remain effective, (x) the Company shall have
suspended the Shelf Registration Statement pursuant to Section 2(b) hereof for more than 60 days in the aggregate in any consecutive twelve-month period and be continuing to suspend the availability of the Shelf Registration Statement or (y) the
Shelf Registration Statement shall cease to be effective (other than by action of the Issuers pursuant to the second paragraph of Section 2(b) hereof) without being succeeded immediately by an additional shelf registration statement that is filed
and declared effective (each such event referred to in clauses (i) through (v), a “Registration Default” and each period during which a 

  

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Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of
0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of the Registration Default
Period. 
  
 (d) If during the 180 day period
referenced in the penultimate sentence of the first paragraph of Section 2(a) hereof the Exchange Offer Registration Statement is suspended by the Issuers or ceases to be effective such that any broker-dealer that (i) receives Exchange Securities in
the Exchange Offer and (ii) is subject to prospectus delivery requirements cannot fulfill such requirements, the Company shall pay Special Interest to such broker-dealers in an amount calculated in a manner consistent with that specified above with
respect to Registration Defaults. 
  
 (e) The
Issuers shall take, and shall cause the Guarantors to take, all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to
register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable. 
  
 (f) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by
reference as of such time. 
  
 3. Registration Procedures.

  
 If the Issuers file a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall apply: 
  
 (a) At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Issuers shall qualify the Indenture under the Trust Indenture Act of 1939. 
  
 (b) In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Issuers shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 
  
 (c) In connection with the Issuers’ obligations with respect to the registration of Exchange Securities as contemplated by Section
2(a) (the “Exchange Registration”), if applicable, the Issuers and the Guarantors shall, as soon as practicable (or as otherwise specified): 
  
 (i) prepare and file with the Commission, as soon as practicable but no later than 270 days after the Closing Date, an Exchange
Registration Statement on any form which may be utilized by the Issuers and which shall 

  

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permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and
use their reasonable best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 360 days after the Closing Date; 
  
 (ii) as soon as practicable prepare and file with the Commission such amendments and supplements to such
Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be
required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of
the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such
broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities; 
  
 (iii) promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement,
and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration
Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt
by the Issuers of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale
Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the
applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the circumstances then existing; 
  
 (iv) in the event that the Issuers would be required, pursuant to Section 3(e)(iii)(F) above, to notify any broker-dealers holding
Exchange 

  

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Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing; 
  
 (v) use their
reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date; 
  
 (vi) use their reasonable best efforts to (A) register or
qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable
each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Issuers nor the Guarantors shall be required for any such purpose to (1) qualify as a
foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify or be subject to a tax to which it would not otherwise be subject but for the requirements of this Section 3(c)(vi), (2) consent to general service of
process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 
  
 (vii) use their reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state
or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period; 
  
 (viii) provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time;

  
 (ix) comply with all applicable rules and
regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earning statement of Parent and its
subsidiaries complying with Section 11 (a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder). 
  

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 (d) In connection with the Issuers’ obligations with respect to the Shelf
Registration, if applicable, the Issuers and the Guarantors shall, as soon as practicable (or as otherwise specified): 
  
 (i) prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a
Shelf Registration Statement on any form which may be utilized by the Issuers and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified
by such of the holders as, from time to time, may be Electing Holders and use their reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in
Section 2(b); 
  
 (ii) not less than 30 calendar
days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement
as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Issuers
by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a
completed and signed Notice and Questionnaire to the Issuers; 
  
 (iii) after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that the Issuers shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales
of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Issuers; 
  
 (iv) as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and
the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the
Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

  
 (v) comply with the provisions of the
Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration
Statement; 
  
 (vi) provide (A) the Electing
Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of 

  

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the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one
counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto; 
  
 (vii) for a reasonable period prior to the filing of such
Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Issuers’ principal place of business or such other reasonable place for inspection by the persons referred to in
Section 3(d)(vi) who shall certify to the Issuers that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Issuers, and cause the
officers, employees, counsel and independent certified public accountants of the Issuers to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably
designated by the Issuers as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to
disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Issuers
prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or
supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the
Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

  
 (viii) promptly notify each of the Electing
Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when
such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when
the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf
Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or 

  

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threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Issuers contemplated by Section 3(d)(xvii) or
Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Issuers of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; 
  
 (ix) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of
such registration statement or any post-effective amendment thereto at the earliest practicable date; 
  
 (x) if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in
a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be
included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and
description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters
and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly
after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; 
  
 (xi) furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the
respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits
thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents
incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any
summary prospectus), in conformity in all material respects 

  

 12 








 
with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other
documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or
underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Issuers hereby consent to the use of such prospectus (including such
preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Issuers, in connection with the
offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto; 
  
 (xii) use their reasonable best efforts to (A) register or qualify the Registrable Securities to be included
in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep
such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under
Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be
reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Issuers nor
the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general
service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders; 
  
 (xiii) use their reasonable best efforts to obtain the consent or approval of each governmental agency or
authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their
Registrable Securities; 
  
 (xiv) Unless any
Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold,
which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which
certificates shall not bear any 

  

 13 








 
restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such
names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities; 
  
 (xv) provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time; 
  
 (xvi) enter into one or more underwriting agreements,
engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection
therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

  
 (xvii) whether or not an agreement of the
type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A)
make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt
securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Issuers in customary form and covering such matters, of the type
customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such
Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an
underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due
incorporation and good standing of the Issuers and their subsidiaries; the qualification of the Issuers and their subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of
the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Issuers;
the absence of a breach by the Issuers or any of their subsidiaries of, or a default under, material agreements binding upon the Issuers or any subsidiary of the Issuers; the absence of governmental approvals required to be obtained in connection
with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under
state 

  

 14 








 
securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and
of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most
recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from the documents incorporated by reference therein (in each
case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the
case of such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a “cold comfort” letter or letters from the independent certified public
accountants of the Issuers addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date
of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period
subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the
date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates,
including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and
the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or
conditions contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6
hereof; 
  
 (xviii) notify in writing each holder
of Registrable Securities of any proposal by the Issuers to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which
notices shall contain the text of the amendment or waiver proposed or effected, as the case may be; 
  

 15 








 (xix) in the event that any broker-dealer registered under the Exchange Act shall
underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National
Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such
Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such
Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to
comply with the requirements of the Conduct Rules; and 
  
 (xx) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf
Registration Statement, an earning statement of Parent and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Issuers, Rule 158 thereunder). 
  
 (e) In the event that the Issuers would be required,
pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Issuers shall without delay prepare and furnish to each of the Electing
Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus
shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Issuers pursuant to
Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have
received copies of such amended or supplemented prospectus, and if so directed by the Issuers, such Electing Holder shall deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies, then in such Electing
Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice. 
  

 16 








 (f) In the event of a Shelf Registration, in addition to the information required to be
provided by each Electing Holder in its Notice Questionnaire, the Issuers may require such Electing Holder to furnish to the Issuers such additional information regarding such Electing Holder and such Electing Holder’s intended method of
distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Issuers as promptly as practicable of any inaccuracy or change in information previously furnished
by such Electing Holder to the Issuers or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing
Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable
Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Issuers any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. 
  
 4. Registration Expenses. 
  
 The Issuers and the Guarantors agree to bear and to pay or cause to be paid promptly all expenses incident to the Issuers’ performance of or
compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including fees and disbursements of counsel for the placement or sales agent or underwriters
in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and
determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders or underwriters in
connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein
or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters,
selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the
Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Issuers’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Issuers (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any
“qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) fees, 

  

 17 








 
disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of
at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Issuers), (j) any fees charged by securities rating services for rating the Securities,
and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Issuers in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Issuers shall reimburse such person for the full amount of the Registration Expenses so incurred,
assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable
to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above. 
  
 5. Representations and Warranties. 
  
 The Issuers and the Guarantors represent and warrant to, and agree with,
each Purchaser and each of the holders from time to time of Registrable Securities that: 
  
 (a) Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus)
contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be,
and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to
Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Issuers furnish an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus
(including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Issuers by a holder of Registrable Securities expressly for use therein. 
  

 18 








 (b) Any documents incorporated by reference in any prospectus referred to in Section 5(a)
hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of
such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuers by a holder of Registrable Securities expressly for use therein. 

 
 (c) The compliance by each of the Issuers and the
Guarantors with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuers or any subsidiary of the Issuers is a party or by which Issuers or any subsidiary of the Issuers is bound or to which any of
the property or assets of the Issuers or any subsidiary of the Issuers is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws of the Issuers or the Guarantors or any
statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuers or any subsidiary of the Issuers or any of their properties; and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is required for the consummation by the Issuers and the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration
under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in
connection with the offering and distribution of the Securities. 
  
 (d) This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Issuers and the Guarantors. 
  
 6. Indemnification. 
  
 (a) Indemnification by the Issuers and the Guarantors. The Issuers and the Guarantors, jointly and severally, will indemnify and
hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange
Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the
Issuers to 

  

 19 








 
any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Issuers nor the Guarantors shall be liable to any such person in any such
case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary
prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers by such person expressly for use therein; and provided, further, however, that neither the Issuers nor the
Guarantors will be liable to any such person with respect to any preliminary prospectus to the extent that it shall be proven in a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other
review that any such loss, liability, claim, damage or expense arose out of or was based upon the fact that such person sold securities to a person to whom such selling person failed to send or give, at or prior to the time of sale, a copy of the
final prospectus as then amended or supplemented if (i) the Issuers have previously furnished copies thereof (sufficiently in advance of the time of sale to allow for distribution by the time of sale) to such selling person and the loss, liability,
claim, damage or expense of such selling person arose out of or was based upon an untrue statement or omission or alleged untrue statement or omission of a material fact contained in or omitted from the preliminary prospectus which was corrected in
the final prospectus prior to the time of sale and (ii) the delivery of such final prospectus by the time of sale by such selling person would have cured such loss, liability, claim, damage or expense asserted by such party or parties. 

 
 (b) Indemnification by the Holders and any Agents and
Underwriters. The Issuers may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the
Issuers shall have received an undertaking reasonably satisfactory to them from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and
hold harmless the Issuers, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Issuers, the Guarantors or such other holders of Registrable Securities may become subject,
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such
registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Issuers to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuers by such Electing Holder or underwriter expressly for 

  

 20 








 
use therein, and (ii) reimburse the Issuers and the Guarantors for any legal or other expenses reasonably incurred by the Issuers and the Guarantors in
connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts
in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration. 
  
 (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or
(b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6,
notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the
indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be
liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 
  
 (d) Contribution. If for any reason the
indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission
to state a material fact relates to information supplied by such indemnifying party or by such 

  

 21 








 
indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or
liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after
deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no
underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages
which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the
principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint. 
  
 (e) The obligations of the Issuers and the Guarantors under this Section 6 shall be in addition to any liability which the Issuers or the
Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning
of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Issuers or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Issuers or the Guarantors) and to
each person, if any, who controls the Issuers within the meaning of the Securities Act. 
  
 7. Underwritten Offerings. 
  
 (a) Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall
be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Issuers. 
  

 22 








 (b) Participation by Holders. Each holder of Registrable Securities hereby agrees
with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements. 
  
 8. Rule 144. 
  
 The Issuers covenant to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Issuers shall timely file the reports required to be filed by them under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may
reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Issuers shall deliver to such holder a written statement as to whether it has complied with such requirements. 
  
 9. Miscellaneous. 
  
 (a) No Inconsistent Agreements. The Issuers represent, warrant, covenant and agree that they have not granted, and shall not grant,
registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement. 
  
 (b) Specific Performance. The parties hereto
acknowledge that there would be no adequate remedy at law if the Issuers fail to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Issuers under this
Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction. 
  
 (c) Notices. All notices, requests, claims, demands,
waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Issuers, to them at 4064 Colony Road, Suite 200, Charlotte, North Carolina 28211, Attention: Chief Financial Officer and if to a holder, to the address of such holder set forth in the
security register or other records of the Issuers, or to such other address as the Issuers or any such holder may have furnished 

  

 23 








 
to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 
  
 (d) Parties in Interest. All the terms and provisions
of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by
taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights
Agreement. If the Issuers shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof. 
  
 (e) Survival. The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof)
made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive
delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer. 
  
 (f) Governing Law. This Exchange and
Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (g) Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement
are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement. 
  
 (h) Entire Agreement; Amendments. This Exchange and
Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its
subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the
observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Issuers and the
holders of at least a majority in aggregate principal 

  

 24 








 
amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder. 
  
 (i) Inspection. For so long as this Exchange and
Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any
business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of
the Issuers at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture. 
  
 (j) Counterparts. This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same instrument. 
  

 25 








 If the foregoing is in accordance with your understanding, please sign and return to us six counterparts
hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement among each of the Purchasers, the Guarantors and the Issuers. It is understood that your
acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Issuers for examination upon request, but without warranty on
your part as to the authority of the signers thereof. 
  

			
	Very truly yours,
	
	Horizon Lines, LLC
		
	By:	 	 /s/ Charles G. Raymond

	 	 	 Name: Charles G. Raymond

	 	 	 Title: President and Chief Executive Officer



  










			
	Horizon Lines Holding Corp.
		
	By:	 	 /s/ Charles G. Raymond

	 	 	 Name: Charles G. Raymond

	 	 	 Title: President and Chief Executive Officer



  










			
	Horizon Lines of Puerto Rico, Inc.
		
	By:	 	 /s/ Charles G. Raymond

	 	 	 Name: Charles G. Raymond

	 	 	 Title: President and Chief Executive Officer



  










			
	 HLH, LLC

		
	By:	 	 /s/ Charles G. Raymond

	 	 	 Name: Charles G. Raymond

	 	 	 Title: President and Chief Executive Officer



  










			
	Falconhurst, LLC
		
	By:	 	 /s/ Charles G. Raymond

	 	 	 Name: Charles G. Raymond

	 	 	 Title:   President and Chief Executive Officer



  










					
	 Horizon Lines Ventures, LLC,

		
	 By:
	 	 /s/ Robert S. Zuckerman

	 	 	 Name:
	 	 Robert S. Zuckerman

	 	 	 Title:
	 	 Secretary



  










					
	 Horizon Lines of Alaska, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 Horizon Lines of Guam, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 Horizon Lines Vessels, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 Horizon Services Group, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 Sea Readiness, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 Sea-Logix, LLC,

		
	 By:
	 	 /s/ M. Mark Urbania

	 	 	 Name:
	 	 M. Mark Urbania

	 	 	 Title:
	 	 Treasurer



  










					
	 S-L Distribution Service, LLC

		
	 By:
	 	 /s/ Robert S. Zuckerman

	 	 	 Name:
	 	 Robert S. Zuckerman

	 	 	 Title:
	 	 Secretary



  










					
	 SL Payroll Services, LLC,

		
	 By:
	 	 /s/ Robert S. Zuckerman

	 	 	 Name:
	 	 Robert S. Zuckerman

	 	 	 Title:
	 	 Secretary



  









 Accepted as of the date hereof: 
  

			
	 GOLDMAN, SACHS & CO.
 UBS SECURITIES LLC
 ABN AMRO INCORPORATED

		
	 By:
	 	 /s/ Goldman, Sachs & Co.

	 	 	 (Goldman, Sachs & Co.)


  
 On behalf of each of the Purchasers

  









  
 Exhibit A 

 
 Horizon Lines, LLC 
 Horizon Lines Holding Corp. 
  
 INSTRUCTION TO DTC PARTICIPANTS 
  
 (Date of Mailing) 
  
 URGENT -
IMMEDIATE ATTENTION REQUESTED  
  
 DEADLINE FOR
RESPONSE: [DATE]* 
  
 The Depository Trust Company (“DTC”) has
identified you as a DTC Participant through which beneficial interests in the Horizon Lines, LLC and Horizon Lines Holding Corp. (collectively, the “Issuers”) 9.00% Senior Notes due 2012 (the “Securities”) are held. 

 
 The Issuers are in the process of registering the Securities under the Securities Act of
1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder
Questionnaire. 
  
 It is important that beneficial owners of the Securities
receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy
of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Horizon Lines, LLC, 4064
Colony Road, Suite 200, Charlotte, North Carolina 28211, Tel: (704) 973-7000, Attention: Chief Financial Officer. 


	*	Not less than 28 calendar days from date of mailing. 

  

 A-1 








 Horizon Lines, LLC 
  
 Horizon Lines Holding Corp. 
  
 Notice of Registration Statement 
 and

 Selling Securityholder Questionnaire 
  
 (Date) 
  
 Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) among Horizon Lines, LLC (the “Company”) and Horizon
Lines Holding Corp. (“Parent” and, together with the Company, the “Issuers”), the Guarantors party thereto and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Issuers
have filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Issuers’ 9.00% Senior Notes due 2012 (the “Securities”). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement. 
  
 Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it
included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the Issuers’ counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete,
execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

  
 Certain legal consequences arise from being named as a selling securityholder
in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as
a selling securityholder in the Shelf Registration Statement and related Prospectus. 
  
 The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement. 
  

 A-2 








 ELECTION 
  
 The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

  
 Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. 
  

 A-3 








 The Selling Securityholder hereby provides the following information to the Issuers and represents and warrants that such
information is accurate and complete: 
  
 QUESTIONNAIRE 

 

					
	 (1)
	  	(a)	  	 Full Legal Name of Selling Securityholder:
                                       
                                        
                                        
                                        
                                        
                                     
 

			
	 	  	(b)	  	 Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
                                       
                                        
                                        
                                        
                                        
                                     
 

			
	 	  	(c)	  	 Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities
 Listed in Item (3) below are Held:

	 	  	 	  	                                      
                                        
                                        
                                        
                                        
                                      
			
	(2)	  	 	  	Address for Notices to Selling Securityholder:
			
	 	  	 	  	                           ___________________________
			
	 	  	 	  	                           ___________________________
			
	 	  	 	  	                           ___________________________
			
	 	  	 	  	Telephone:         ___________________________
			
	 	  	 	  	Fax:                    ___________________________
			
	 	  	 	  	Contact Person:  ___________________________
			
	(3)	  	 	  	Beneficial Ownership of Securities:
			
	 	  	 	  	Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
			
	 	  	(a)	  	Principal amount of Registrable Securities beneficially owned:
                                        
                                        
                                   
	 	  	 	  	CUSIP No(s). of such Registrable Securities:
                                        
                                        
                                        
                             
			
	 	  	(b)	  	 Principal amount of Securities other than Registrable Securities beneficially owned:
                                       
                                        
                                        
                                        
                                        
                                     
 

	 	  	 	  	CUSIP No(s). of such other Securities:
                                        
                                        
                                        
                                        
 
			
	 	  	(c)	  	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
                                        
                                        
                                        
                                        
                                        
               
	 	  	 	  	CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
                                        
             
			
	(4)	  	 	  	Beneficial Ownership of Other Securities of the Issuers:
			
	 	  	 	  	Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Issuers, other than the Securities
listed above in Item (3).
			
	 	  	 	  	State any exceptions here:

  

 A-4 









					
	(5)	 	 	  	Relationships with the Issuers:
			
	 	 	 	  	Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had
any other material relationship with the Issuers (or their respective predecessors or affiliates) during the past three years.
			
	 	 	 	  	State any exceptions here:
			
	(6)	 	 	  	Plan of Distribution:
			
	 	 	 	  	Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable
Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities
exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market,
or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable
Securities to broker-dealers that in turn may sell such securities.
			
	 	 	 	  	State any exceptions here:

  
 By signing below, the Selling
Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M. 
  
 In the event that the Selling Securityholder transfers all or any portion of the Registrable
Securities listed in Item (3) above after the date on which such information is provided to the Issuers, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of 

  

 A-5 








 
its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement. 
  
 By signing below, the Selling Securityholder consents to the disclosure of the information
contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the
Issuers in connection with the preparation of the Shelf Registration Statement and related Prospectus. 
  
 In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf
Registration Statement, the Selling Securityholder agrees to promptly notify the Issuers of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows: 
  

	 	(i)	To the Issuers: 

  
 Horizon Lines, LLC 
 Horizon Lines Holding
Corp. 
 4064 Colony Road 
 Suite
200 
 Charlotte, NC 28211 
 Attention: Chief Financial Officer 
 (704)973-9700 
  

	 	(ii)	With a copy to: 

  
 Schulte Roth & Zabel LLP 
 919 Third
Avenue 
 New York, NY 10022 
 Attention: Andre Weiss, Esq. 
 (212)756-2000 
  
 Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Issuers’ counsel, the terms of this
Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Issuers
and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

  

 A-6 








 IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and
delivered either in person or by its duly authorized agent. 
  
 Dated:                                     
    
  

	
	
	  
	 Selling Securityholder
 (Print/type full legal name of beneficial owner of Registrable Securities)


  

			
		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:


  
 PLEASE RETURN THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE ISSUERS’ COUNSEL AT: 
  
 Schulte Roth and Zabel LLP 
 919 Third Avenue 
 New York, NY 10022 
 Attention: Andre Weiss,
Esq. 
  

 A-7 








  
 Exhibit B 

 
 NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT 
  
 The Bank of New York Trust Company, N.A. 
 Horizon Lines, LLC 
 Horizon Lines Holding Corp. 
 c/o The Bank of New York Trust Company, N.A. 
 10161 Centurion Parkway, 2nd
Floor 
 Jacksonville, Florida 32256 
  
 Attention: Corporate Trust Administration 
  

	 	Re:	Horizon Lines, LLC and Horizon Lines Holding Corp. (the “Issuers”) 


	 	    	9.00% Senior Notes due 2012 

  
 Dear Sirs: 
  
 Please be advised
that                                       
  has transferred
$                                        
aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [        ] (File No.
333-            ) filed by the Issuers. 
  
 We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling
Holder” in the Prospectus dated                         , [2004] or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name. 
  
 Dated: 
  

			
	 Very truly yours,

	 
		
	 	 	 
	 	 	(Name)
		
	By:	 	 
	 	 	(Authorized Signature)


  

 B-1