9.
3
10. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR
HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. AGENT AND EACH GRANTOR
REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE
EVENT OF LITIGATION, A COPY OF THIS PATENT SECURITY AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.
[signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have caused this Patent Security
Agreement to be executed and delivered as of the day and year first above
written.
GRANTORS:
HORIZON LINES, INC.
By:
Name:
Title:
HORIZON LINES, LLC
By:
Name:
Title:
AERO LOGISTICS, LLC
By:
Name:
Title:
HAWAII STEVEDORES, INC.
By:
Name:
Title:
HORIZON LINES HOLDING CORP.
By:
Name:
Title:
HORIZON LINES OF ALASKA, LLC
By:
Name:
Title:
[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]
HORIZON LINES OF GUAM, LLC
By:
Name:
Title:
HORIZON LINES OF PUERTO RICO, INC.
By:
Name:
Title:
HORIZON LINES VESSELS, LLC
By:
Name:
Title:
HORIZON LOGISTICS, LLC
By:
Name:
Title:
HORIZON SERVICES GROUP, LLC
By:
Name:
Title:
SEA-LOGIX, LLC
By:
Name:
Title:
2
AGENT:
WELLS FARGO CAPITAL FINANCE, LLC
By:
Name:
Title:
3
SCHEDULE I
to
PATENT SECURITY AGREEMENT
Patents
Application/
Grantor
Country
Patent
Patent No.
Filing Date
Patent Licenses
EXHIBIT C
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this "Trademark Security Agreement") is made
this
_____
day of
, 201_, by and among Grantors listed on
the signature pages hereof (each a "Grantor", and collectively, jointly and
severally, the "Grantors"), and WELLS FARGO CAPITAL FINANCE, LLC ("WFCF"), in
its capacity as agent for the Secured Parties (in such capacity, together with
its successors and assigns in such capacity, "Agent").
W I T N E S S E T H:
WHEREAS, pursuant to that certain Credit Agreement dated as of October 5, 2011
(as amended, supplemented, extended, renewed, replaced, refunded, refinanced or
otherwise modified from time to time, the "Credit Agreement") by and among
HORIZON LINES, INC., a Delaware corporation, as parent guarantor ("Parent"),
HORIZON LINES, LLC, a Delaware corporation, as borrower ("Borrower"), the
lenders party thereto as "Lenders" (such Lenders, together with their respective
successors and assigns in such capacity, each, individually, a "Lender" and,
collectively, the "Lenders"), and Agent, the Secured Party has agreed to make
certain financial accommodations available to Borrower from time to time
pursuant to the terms and conditions thereof; and
WHEREAS, the members of the Secured Party are willing to make the financial
accommodations to Borrower as provided for in the Credit Agreement, but only
upon the condition, among others, that Grantors shall have executed and
delivered to Agent, for the benefit of the Secured Parties, that certain