SHIPBUILDING CONTRACT FOR THE CONSTRUCTION OF ONE (1) 5,100 TEU CLASS CONTAINER CARRIER HULL NO. 1971 BETWEEN SEASPAN CORPORATION (AS BUYER) AND HYUNDAI HEAVY INDUSTRIES CO., LTD. (AS BUILDER)Shipbuilding Contract • March 15th, 2007 • Seaspan CORP • Deep sea foreign transportation of freight • England
THIS CONTRACT, made on this 8th day of August, 2006 by and between Seaspan Corporation, a corporation incorporated and existing under the laws of the Marshall Islands with its principal office at Unit 2, 7th Floor Bupa Centre, 141 Connaught Road West Hong Kong F4 0000, China (hereinafter called the “BUYER”), the party of the first part and HYUNDAI HEAVY INDUSTRIES CO., LTD., a company organized and existing under the laws of the Republic of Korea, having its principal office at 1, Cheonha-Dong, Dong-Ku, Ulsan, Korea (hereinafter called the “BUILDER”), the party of the second part,
SEASPAN CORPORATION 6,000,000 Shares ($0.01 par value per share, liquidation preference $25.00 per share) Underwriting AgreementSeaspan CORP • September 19th, 2018 • Deep sea foreign transportation of freight • New York
Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 6,000,000 shares of 8.00% Series I Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value, with a liquidation preference of $25.00 per share (the “Series I Preferred Shares”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). The Securities shall have the rights, powers and preferences set forth in the Statement of Designation (the “Statement of Designation”) in respect of the Series I Preferred Shares, to be filed with the Republic of the Marshall Islands Registrar of Corporations on or prior to the Closing Date (as defined herein). To the extent there are no additional Underwriters listed on Schedule II other than you
ContractFirst Supplemental Indenture • October 12th, 2017 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of October 10, 2017, between SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of May 15, 2019 between SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Guarantor, CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., as Sole Structuring Agent CITIBANK, N.A., as Lead...Credit Agreement • May 16th, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • New York
CREDIT AGREEMENT dated as of May 15, 2019 (this “Agreement”), between SEASPAN HOLDCO III LTD., a company incorporated in the Marshall Islands (the “Borrower”), SEASPAN CORPORATION, as a Guarantor, the several banks and other financial institutions or entities from time to time party hereto as Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), CITIGROUP GLOBAL MARKETS INC., as sole structuring agent (in such capacity, the “Structuring Agent”), CITIBANK, N.A., as lead bookrunner (in such capacity, the “Lead Bookrunner”), CITIBANK, N.A., BANK OF MONTREAL and WELLS FARGO BANK, N.A., as mandated lead arrangers and bookrunners (in such capacity, the “Mandated Lead Arrangers and Bookrunners”), BNP PARIBAS, NATIONAL AUSTRALIA BANK LIMITED and SOCIÉTÉ GÉNÉRALE, HONG KONG BRANCH, as lead arrangers (in such capacity, the “Lead Arrangers”) and BANK SINOPAC, as co-documentation agent (in s
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of March 13, 2018 (this “Agreement”), is entered into between Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”) and Deep Water Holdings, LLC, a limited liability company organized under the laws of Montana (the “Shareholder”). Capitalized terms which are not defined in this Agreement have the respective meanings ascribed to them in the Share Subscription Agreement (as defined below).
WARRANT AGREEMENT Dated as of January 15, 2019 by and among SEASPAN CORPORATION and THE INVESTORS SPECIFIED HEREINWarrant Agreement • January 17th, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • New York
WARRANT AGREEMENT (this “Agreement”) dated as of January 15, 2019 by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • New York
AGREEMENT, effective as of [ date ] between Seaspan Corporation, a Marshall Islands corporation (the "Company"), and [ name ] (the "Indemnitee").
Dated December 27, 2007 PEONY LEASING LIMITED as Lessor (1) and SEASPAN FINANCE I CO. LTD. as Lessee (2) LEASE AGREEMENT in respect of one 4520 TEU container carrier to be built at Samsung Heavy Industries Co., Ltd with Hull No. 1855Lease Agreement • March 24th, 2008 • Seaspan CORP • Deep sea foreign transportation of freight
This Agreement sets out the terms and conditions on which the Lessor will acquire and lease to the Lessee, and the Lessee will take on lease, the Ship.
AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • April 19th, 2011 • Seaspan CORP • Deep sea foreign transportation of freight • New York
AGREEMENT DATED MARCH 31, 2008 US$235,300,000 CREDIT FACILITY FOR SEASPAN CORPORATION (as Borrower) ARRANGED BY SUMITOMO MITSUI BANKING CORPORATION WITH SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED as Security Trustee AND SUMITOMO MITSUI BANKING...Agreement • April 4th, 2008 • Seaspan CORP • Deep sea foreign transportation of freight
VESSEL MANAGEMENT AGREEMENT Two 13,100 TEU Vessels with Hull No. 2178 and Hull No. S453 built by Hyundai Heavy Industries Co., Ltd. and Hyundai Samho Heavy Industries Co., Ltd. and chartered to COSCO Container Lines Co., Ltd. Dated as of the 31st day...Vessel Management Agreement • April 4th, 2008 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
SEASPAN CORPORATION, a corporation formed under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960
INTERCREDITOR AND PROCEEDS AGREEMENT dated as of May 15, 2019 Among SEASPAN HOLDCO III LTD., as Borrower, SEASPAN CORPORATION, as Primary Guarantor, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, THE OTHER SECURED PARTIES FROM...Intercreditor and Proceeds Agreement • May 16th, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This Intercreditor and Proceeds Agreement (as amended, amended and restated, modified or supplemented from time to time in accordance with Section 7.01, this “Agreement”) is dated as of May 15, and is by and among SEASPAN HOLDCO III LTD., a company incorporated in the Marshall Islands (the “Borrower”), SEASPAN CORPORATION, (as “Primary Guarantor”), the subsidiaries of the Borrower from time to time party hereto as Guarantors, UMB BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as security trustee (the “Security Trustee”) and CITIBANK, N.A. (“Citibank”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”).
SHIP BUILDING CONTRACT (Contract Number: 06CA44S1981021) FOR CONSTRUCTION OF ONE 2500 TEU CONTAINER VESSEL (HULL No. YZJ2006-721C) Between SEASPAN CORPORATION as Buyer and JIANGSU YANGZIJIANG SHIPBUILDING CO., LTD. and GUANGDONG MACHINERY IMP. & EXP....Seaspan CORP • March 15th, 2007 • Deep sea foreign transportation of freight • England
Seaspan Corporation, a corporation incorporated and existing under the laws of the Republic of the Marshall Islands, having a place of business at Unit 2, 7th Floor, Bupa Centre, 141 Connaught Road West, Hong Kong F4 00000, China (hereinafter referred to as the “BUYER”), of the one part;
VESSEL MANAGEMENT AGREEMENT Two 13,100 TEU Vessels with Hull No. 2177 and Hull No. S452 built by Hyundai Heavy Industries Co., Ltd. and Hyundai Samho Heavy Industries Co., Ltd. and chartered to COSCO Container Lines Co., Ltd. Dated as of the 28th day...Management Agreement • March 24th, 2008 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
SEASPAN CORPORATION, a corporation formed under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands, MH96960
SEASPAN CORPORATION - and – THE INVESTORS SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT July 16, 2018Registration Rights Agreement • July 16th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2018, by and between Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the “Investors”).
GREATER CHINA INTERMODAL INVESTMENTS LLC MEMBER ACKNOWLEDGEMENTMember Acknowledgement • March 14th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight
This Member Acknowledgement, effective as of March 13, 2018 (the “Member Acknowledgement”), is being entered into by and among Blue Water Commerce, LLC, a limited liability company formed under the laws of Montana (the “Member”), Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands, Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, solely in its capacity as Holder Representative in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, with and into the Company, pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by a
PUT RIGHT AGREEMENTPut Right Agreement • March 14th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight
This Put Right Agreement, dated March 13, 2018 (this “Agreement”), by and between Tiger Management Limited, a limited liability company formed under the laws of the Cayman Islands (the “Selling Member”) and Seaspan Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (“Seaspan”), in connection with the merger of Seaspan Investments III LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (“Merger Sub”), with and into Greater China Intermodal Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands (the “Company”), pursuant to, and subject to the terms and conditions set forth in, the Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Seaspan, Merger Sub, the Company and Greater China Industrial Investments LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands,
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 19th, 2013 • Seaspan CORP • Deep sea foreign transportation of freight • Hong Kong
NOW, THEREFORE in consideration of the terms and conditions set forth below, other good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, the parties hereto agree as follows:
ContractCollateral Agent Agreement • August 13th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This FIRST AMENDMENT TO THE AMENDED AND RESTATED SEASPAN INVESTMENT PLEDGE AND COLLATERAL AGENT AGREEMENT (this “Amendment”), dated as of August 8, 2018 (amending and restating that certain Amended and Restated Seaspan Investment Pledge and Collateral Agent Agreement dated as of June 8, 2018 (the “Amended and Restated Pledge Agreement”)), is made among SEASPAN INVESTMENT I LTD. (“Seaspan Investment”), as grantor, pledger, assignor and debtor (together with any successor, the “Grantor”), and THE BANK OF NEW YORK MELLON, in its capacity as collateral agent (together with any successor in such capacity, the “Collateral Agent”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • January 30th, 2012 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This Amendment No. 1, dated January 27, 2012 (this “Amendment No. 1”), to the Amended and Restated Shareholders Rights Agreement, dated April 19, 2011 (the “Rights Agreement”), is entered into by and between Seaspan Corporation, a Marshall Islands corporation (the “Corporation”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment No. 1 that are not otherwise herein defined shall have the same meaning as set forth in the Rights Agreement.
SEASPAN CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • August 4th, 2005 • Seaspan CORP • Deep sea foreign transportation of freight • New York
MANAGEMENT AGREEMENT Dated as of , 2005 Among SEASPAN CORPORATION SEASPAN MANAGEMENT SERVICES LIMITED SEASPAN ADVISORY SERVICES LIMITED SEASPAN SHIP MANAGEMENT LTD. and SEASPAN CREW MANAGEMENT LTD.Management Agreement • August 2nd, 2005 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 10th, 2007 • Seaspan CORP • Deep sea foreign transportation of freight • British Columbia
NOW, THEREFORE, in consideration of the mutual covenants and premises of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties agree as follows:
SEASPAN CORPORATION Stock Appreciation Rights Grant Notice and AgreementEmployment Agreement • June 20th, 2013 • Seaspan CORP • Deep sea foreign transportation of freight • New York
SEASPAN CORPORATION - and – THE GUARANTORS SPECIFIED HEREIN - and – THE INVESTORS SPECIFIED HEREIN REGISTRATION RIGHTS AGREEMENT January 15, 2019Registration Rights Agreement • January 17th, 2019 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2019, by and among Seaspan Corporation, a corporation existing under the laws of the Republic of The Marshall Islands (the “Company”), the Guarantors (as defined below) and each of the investors specified on the signature pages hereto (including any permitted successors or assigns, the “Investors”).
ContractSeaspan CORP • October 13th, 2017 • Deep sea foreign transportation of freight • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
EXECUTIVE EMPLOYMENT AGREEMENTAgreement • July 21st, 2005 • Seaspan CORP
NOW, THEREFORE in consideration of the terms and conditions set forth below, and the payment of ten dollars by the Company to the Executive, the parties hereto agree as follows:
REGISTRATION RIGHTS AGREEMENT dated as of , 2005 among SEASPAN CORPORATION, DENNIS WASHINGTON, THE KEVIN LEE WASHINGTON TRUST II, 0731455 B.C. LTD., TIGER CONTAINER SHIPPING COMPANY LIMITED SEASPAN EAGLE SHIPPING COMPANY LIMITED, SEASPAN BIRDIE...Registration Rights Agreement • August 4th, 2005 • Seaspan CORP • Deep sea foreign transportation of freight • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2005, by and between Seaspan Corporation, a Marshall Islands Corporation (the “Company”), Dennis Washington (“DW”), The Kevin Lee Washington Trust II (“KWT”), 0731455 B.C. Ltd. (“0731455”), Tiger Container Shipping Company Limited (“Tiger”) (DW, KWT, 0731455, and Tiger collectively referred to as the “Subordinated Share Holders”), Seaspan Eagle Shipping Company Limited (“Eagle”), Seaspan Birdie Shipping Company Limited (“Birdie”), Hemlock Shipping Company Limited (“Hemlock”) and Spruce Shipping Company Limited (“Spruce”), (Eagle, Birdie, Hemlock, and Spruce collectively referred to as the “VesselCos”).
AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENTTransaction Services Agreement • March 19th, 2013 • Seaspan CORP • Deep sea foreign transportation of freight • Hong Kong
THIS AMENDED AND RESTATED TRANSACTION SERVICES AGREEMENT (this “Agreement”) is dated as of December 7, 2012 (the “Effective Date”) between:
Sale and Purchase AgreementSale and Purchase Agreement • March 17th, 2006 • Seaspan CORP • Deep sea foreign transportation of freight • London
This Sale and Purchase Agreement is made this 10th day of February, 2006 between CONTI 51. CONTAINER SCHIFFAHRTS - GMBH & CO. KG Nr. 1 (“Conti”), a limited partnership (KG) organized and existing under the laws of the Federal Republic of Germany and having its registered office at Wernher-von-Braun-Straße 10, 85640 Putzbrunn, Federal Republic of Germany and SEASPAN CORPORATION (“Seaspan”), a corporation formed under the laws of the Republic of the Marshall Islands and listed on the New York Stock Exchange and having a place of business at Room 503, 5/F, Lucky Commercial Center, 103 Des Voeux Road West, Hong Kong, China.
SEASPAN CORPORATION Class A Common Stock ($0.01 par value per share) Having an Aggregate Offering Price of up to Equity Distribution AgreementTerms Agreement • November 6th, 2017 • Seaspan CORP • Deep sea foreign transportation of freight • New York
Seaspan Corporation, a corporation organized under the laws of the Republic of The Marshall Islands (the “Company”), confirms its agreement (this “Agreement”) with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Jefferies LLC (each a “Manager” and, collectively, the “Managers”) as follows:
AMENDMENT NO. 1Credit Facility Agreement • October 10th, 2007 • Seaspan CORP • Deep sea foreign transportation of freight • New York
THIS AMENDMENT NO. 1 TO (1) THE CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of the 29th day of June, 2007, among SEASPAN CORPORATION (the “Borrower”), a corporation organized and existing under the laws of the Republic of the Marshall Islands, DNB NOR BANK ASA, a corporation incorporated under the laws of the Kingdom of Norway, acting through its New York Branch (“DnB NOR”) and the certain banks and financial institutions listed on the signature pages hereto, and amends and is supplemental to the senior secured reducing revolving credit facility agreement, dated May 19, 2006 (the “Credit Facility Agreement”) made among (i) the Borrower, (ii) DnB NOR, as sole bookrunner, administrative agent and security agent, (iii) DnB NOR, Credit Suisse and Fortis Capital Corp., as mandated lead arrangers, (iv) Landesbank Hessen-Thüringen, as documentation agent and (v) the banks and financial institutions listed on Schedule 1 of the Credit Facility Agreement, as lenders (together with an
ContractFourth Supplemental Indenture • March 30th, 2018 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of March 22, 2018, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
ContractThird Supplemental Indenture • February 22nd, 2018 • Seaspan CORP • Deep sea foreign transportation of freight • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of February 22, 2018, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
Dated 4 February 2008 PEONY LEASING LIMITED as Lessor (1) and SEASPAN FINANCE I CO. LTD. as Lessee (2) AMENDMENT AGREEMENT relating to five lease agreements each in respect of one 4520 TEU container carrier to be built at Samsung Heavy Industries Co.,...Seaspan CORP • March 24th, 2008 • Deep sea foreign transportation of freight
