SEASPAN CORPORATION (a Marshall Islands corporation) ATLAS CORP. (a Marshall Islands corporation) REGISTRATION RIGHTS AGREEMENT Dated: December 21, 2020Registration Rights Agreement • December 23rd, 2020 • Atlas Corp. • Deep sea foreign transportation of freight • New York
Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands with limited liability (the “Issuer”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom BofA Securities, Inc. and BMO Capital Markets Corp. are acting as the representatives (in such capacity, the “Representatives”) , its 3.75% Exchangeable Senior Notes due 2025 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Issuer, Atlas Corp., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and the Representatives, dated as of December 16, 2020 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for common shares, $0.01 par value, of the Company (the “Common Shares”) in accordance with the terms of the Notes and the Indenture (as defined below). For the avoidance of doubt, “Note
SEASPAN CORPORATION, as Issuer ATLAS CORP., as Parent AND THE BANK OF NEW YORK MELLON, as Trustee Indenture Dated as of December 21, 2020 3.75% Exchangeable Senior Notes due 2025Atlas Corp. • December 23rd, 2020 • Deep sea foreign transportation of freight • New York
INDENTURE, dated as of December 21, 2020 by and among Atlas Corp., a Republic of the Marshall Islands corporation (as more fully set forth in Section 1.01, the “Parent”), Seaspan Corporation, a Republic of the Marshall Islands corporation with limited liability and wholly owned subsidiary of the Parent (as more fully set forth in Section 1.01, the “Issuer”), and The Bank of New York Mellon, as Trustee (as more fully set forth in Section 1.01, the “Trustee”).
