H-LINES FINANCE HOLDING CORP. as Issuer

EX-4.2 3 g08726exv4w2.htm EXHIBIT 4.2 Exhibit 4.2

Exhibit 4.2

H-LINES FINANCE HOLDING CORP.
as Issuer

11% Senior Discount Notes due 2013

FIRST SUPPLEMENTAL INDENTURE

Dated as of July 31, 2007

THE BANK OF NEW YORK TRUST COMPANY, N.A.

as Trustee

Supplementing the Indenture dated as of December 10, 2004

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of July 31, 2007, among H-LINES FINANCE HOLDING CORP., a Delaware corporation, as Issuer (the “Issuer) and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer and the Trustee have heretofore executed and delivered a certain Indenture, dated as of December 10, 2004 (the “Indenture”) with respect to the Issuer’s 11.0% Senior Discount Notes due 2013 (the “Senior Discount Notes”);

WHEREAS, Section 9.02 of the Indenture provides that, with the written consent of the Holders of a majority in principal amount at maturity of the Senior Discount Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Senior Discount Notes), the Issuer and the Trustee may amend or supplement the Indenture;

WHEREAS, Horizon Lines, Inc., a Delaware corporation (“Horizon Lines”) has offered to purchase for cash any and all outstanding Senior Discount Notes, upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated July 17, 2007 (the “Offer to Purchase”), and in the related Consent and Letter of Transmittal (the “Letter of Transmittal” and together with the Offer to Purchase, the “Tender Offer”); in connection therewith, the Issuer has been soliciting written consents of the Holders to the amendments to the Indenture set forth herein (and to the execution of this First Supplemental Indenture), and the Issuer has now obtained such written consents from the Holders of a majority in principal amount at maturity of the outstanding Senior Discount Notes; accordingly, the First Supplemental Indenture and the amendments set forth herein are authorized pursuant to Section 9.02 of the Indenture; and

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by the parties hereto, and all other acts necessary to make this First Supplemental Indenture a valid and binding agreement to the Indenture effectively amending the Indenture as set forth herein have been duly taken;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, it is mutually agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE I
DEFINITIONS AND EFFECT

1.1 Incorporation of Previous Documents. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference.

1.2 Definitions. Capitalized terms which are used but not defined herein shall have the meanings ascribed to such terms in the Indenture.

1.3 Effectiveness and Operativeness of this Supplemental Indenture.

(a) Effectiveness. This Supplemental Indenture will become effective and binding upon the Company, the Trustee and the holders of the Senior Discount Notes as of the date on which the Opinion of Counsel and Officers’ Certificate required by Section 9.06 of the Indenture is delivered to the Trustee.

(b) Operativeness. All of the provisions of this Supplemental Indenture other than Article II hereof will become operative on and simultaneously with the time that this Supplemental Indenture becomes effective; and Article II hereof will become operative upon and simultaneously with, and shall have no force or effect prior to, the time when the Company has accepted for purchase in accordance with the Tender Offer and the Offer to Purchase all Senior Discount Notes validly tendered and not validly withdrawn prior to the Expiration Time (as defined in the Offer to Purchase), and given notice thereof to the Trustee (upon which notice the Trustee may rely).

1.4 Effect on the Indenture. Upon effectiveness of this Supplemental Indenture as provided in Section 1.3(a) hereof, then automatically (without further act by any person) and with respect to all outstanding Senior Discount Notes, the Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Indenture shall continue in full force and effect. The Indenture as modified hereby shall be read, taken and construed as one and the same instrument.

ARTICLE II
AMENDMENTS TO THE INDENTURE

2.1 Amendments to Certain Covenants of the Indenture. Sections 4.03 to 4.23 and Section 5.01 of the Indenture are hereby amended to read as follows:

SECTION 4.03. Corporate Existence.

[Intentionally deleted by Amendment.]

SECTION 4.04. Payment of Taxes.