[Jurisdiction]
[Form of Entity]
on behalf of certain funds and/or accounts
it manages and/or advises
By:
Name:
Title:
Principal executive office of the Purchaser:
c/o [
]
The above Purchaser hereby acknowledges receipt of $[
] aggregate
principal amount of First Lien Notes.
[Signature Page to Note Purchase Agreement]
Annex 1
Purchaser's DTC Account Information
Annex 1
Exhibit I
Form of Indenture for the First Lien Notes
Exhibit II
Form of Security Agreement
3
Exhibit III
Form of Intercreditor Agreement
4
Exhibit IV
Form of Registration Rights Agreement
5
Exhibit V
List of Subsidiaries of the Company and the Guarantors
HORIZON LINES, INC.
HORIZON LINES HOLDING CORP.
HAWAII STEVEDORES, INC.
HORIZON LINES OF PUERTO RICO, INC.
HORIZON LINES OF ALASKA, LLC
HORIZON
LINES OF GUAM, LLC
HORIZON LINES VESSELS, LLC
H-L DISTRIBUTION SERVICE, LLC
HORIZON LOGISTICS, LLC
AERO LOGISTICS, LLC
SEA-LOGIX, LLC
HORIZON
SERVICES GROUP, LLC
6
EXHIBIT VI
OFFICER'S CERTIFICATE OF
HORIZON LINES, INC.
The undersigned, [
], does hereby certify that he is the
[
] of Horizon Lines, Inc., a Delaware corporation (the
"Company"). Reference is hereby made to the commitment letters, dated as of
August 26, 2011 (each, a "Commitment Letter" and collectively, the "Commitment
Letters") by and between the Company and holders of its 4.25% convertible senior
notes due in 2012 issued under the Indenture, dated as of August 8, 2007, by and
between the Company, as issuer, and The Bank of New York Trust Company, N.A., as
Trustee, in the aggregate principal amount of $330,000,000.00 and certain other
third parties (each, a "Commitment Party" and collectively, the "Commitment
Parties").
Pursuant to Section 7 of each Commitment Letter, the funding of the commitment
of each Commitment Party is subject to satisfaction of, among other things, the
legal and documentary conditions described on Exhibit G to each Commitment
Letter, attached hereto as Annex A.
Pursuant to Section 21 of Exhibit G of each Commitment Letter, I do hereby
certify, in my capacity as such officer and not in a personal capacity, on
behalf of the Company, that all of the conditions set forth in items 6, 7, 8,
10, 12, 13, 14, 16, 17, 18 and 20 of Exhibit G (to the extent such conditions do
not consist of the satisfaction of or approvals of the Commitment Parties or
their representatives) of each Commitment Letter have been satisfied.
[Remainder of page intentionally left blank]
7
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as
of this 5th day of October, 2011.
HORIZON LINES, INC. By:
Name: Title
8
ANNEX A
Exhibit G to Commitment Letter
Legal and Documentary Conditions
In addition to the conditions described in the body of the Commitment Letter,
the obligations of each Commitment Party under the Commitment Letter to fund its
Commitment with respect to the Secured Notes are subject to the satisfaction or
waiver (in accordance with the "Amendments" Section thereof) of the following
additional conditions precedent (capitalized terms used