Exhibit 99.1

AGREEMENT

DATED 8 AUGUST, 2007

US$920,000,000 REDUCING REVOLVING CREDIT FACILITY

for

SEASPAN CORPORATION

(as Borrower)

arranged by

DnB NOR BANK ASA

with

DnB NOR BANK ASA

CREDIT SUISSE

THE EXPORT-IMPORT BANK OF CHINA

INDUSTRIAL AND COMMERCIAL BANK

OF CHINA LIMITED

SUMITOMO MITSUI BANKING CORPORATION,

BRUSSELS BRANCH

as Mandated Lead Arrangers

and

DnB NOR BANK ASA

as Facility Agent

STEPHENSON HARWOOD

One St Paul's Churchyard

London EC4M 8SH

Tel: +44 (0)20 7329 4422

Fax: +44 (0)20 7329 7100

(Ref: 814)

CONTENTS

THIS AGREEMENT is dated 8 August, 2007

BETWEEN :

IT IS AGREED as follows:

In this Agreement:

Account Bank means DnB NOR Bank ASA, acting through its New York branch, situated at 200 Park Avenue, New York, NY 10166-0396 or any other bank or financial institution with which, with the prior written consent of the Facility Agent (acting in accordance with the instructions of the Majority Lenders), the Retention Account is at any time held.

Administrative Party means the Arranger or the Facility Agent.

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Agreement means this credit agreement, including any schedules or appendices hereto, as amended from time to time.

Annual Compliance Certificate means the form of certificate attached at Schedule 9 (Annual Compliance Certificate).

Applicable Law means any or all applicable law (whether civil, criminal or administrative), common law, statute, statutory instrument, treaty, convention, regulation, directive, by-law, demand, decree, ordinance, injunction, resolution, order, judgment, rule, permit, licence or restriction (in each case having the force of law) and codes of practice or conduct, circulars and guidance notes generally accepted and applied by the global container shipping industry, in each case of any government, quasi-government, supranational, federal, state or local government, statutory or regulatory body, court, agency or association relating to all laws, rules, directives and regulations, national or international, public or private in any applicable jurisdiction from time to time.

Approved Valuers means Braemar Seascope Shipping Limited and H. Clarkson & Co. Ltd. or such other independent reputable shipbroker acceptable to the Facility Agent and the Borrower.

Availability Period means the period from and including the date of this Agreement, to and including the Final Maturity Date.

Break Costs means the amount (if any) which a Lender is entitled to receive under this Agreement as compensation if any part of a Loan or overdue amount is prepaid other than on the last day of a Term for such Loan or overdue amount as determined pursuant to Clause 24.3 (Break Costs) hereof.

Builder means:

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in London, England; New York, the United States of America; Vancouver, Canada; Hamburg, Federal Republic of Germany, Beijing, People's Republic of China and Hong Kong.

Cash and Cash Equivalents shall have the meaning given to it in Clause 17.1 (Financial Covenants).

Change of Control means the acquisition, directly or indirectly, by any person or group other than the Seaspan Group of beneficial ownership of more than fifty per cent. (50%) of the aggregate outstanding voting power of the equity interests of the Borrower.

Charter Breach means:

Charter Default means a default by a Charterer that results in the Borrower having an obligation to prepay all or any of the Loans pursuant to Clause 16.25(b) (Charter Breach, Expiration or Termination of Time Charter).

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Charter Guarantee means in relation to each of the COSCON Vessels, the guarantee provided or to be provided by the Charter Guarantor in favour of the Borrower in respect of the obligations of COSCO Container Lines (Hong Kong) Co., Ltd. if such entity is the Charterer of the COSCON Vessels.

Charter Guarantor means COSCO Container Lines Co., Ltd. of Shanghai, People's Republic of China.

Charterer means:

or any substitute charterer from time to time in accordance with the provisions of Clause 16.25 (Charter Breach, Expiration or Termination of Time Charter).

Charter Side Letters means the side letters to the Time Charters in respect of the CSAV Vessels executed by Compania Sud Americana de Vapores S.A. and the Borrower.

Commitment means:

to the extent not cancelled, transferred or reduced under this Agreement.

Commitment Reduction Date means each of the eighteen consecutive dates referred to in Clause 6.8(b) (Automatic Reduction and Cancellation).

Compliance Certificate means the form of certificate attached at Schedule 8 (Compliance Certificate).

Confidentiality Undertaking means a confidentiality undertaking in a form agreed between the Borrower and the Facility Agent.

COSCON Vessels means Vessel 1, Vessel 2, Vessel 3, Vessel 4, Vessel 5, Vessel 6, Vessel 7 and Vessel 8 together.

CSAV Vessels means Vessel 9, Vessel 10, Vessel 11 and Vessel 12 together.

Date of Total Loss means, in respect of a Vessel, the date of Total Loss of that Vessel which date shall be deemed to have occurred:

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Deed of Covenants means, in respect of a Vessel, the deed of covenants entered into or to be entered into by the Borrower and the Facility Agent collateral to the Mortgage over that Vessel in the form of Appendix 3.

Default means:

Delivery Date means, in respect of a Vessel, the date of actual delivery of that Vessel to the Borrower under the terms of the relevant Shipbuilding Contract.

Delivery Date Instalment means, in respect of a Vessel, the amount due and payable by the Borrower in accordance with the relevant Shipbuilding Contract and to be deposited at a bank designated by the relevant Builder on or three (3) Business Days prior to the relevant Delivery Date under that Shipbuilding Contract.

Dollars or US$ means the lawful currency for the time being of the United States of America.

Earnings means, in respect of a Vessel, all present and future moneys and claims which are earned by or become payable to or for the account of the Borrower in connection with the operation or ownership of that Vessel and including but not limited to:

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Environment means:

Environmental Approvals means any permit, licence, approval, ruling, variance, exemption or other authorisation required under applicable Environmental Laws.

Environmental Claim means any claim by any person or persons or any governmental, judicial or regulatory authority which arises out of any breach, contravention or violation of Environmental Law or of the existence of any liability or potential liability arising from such breach, contravention or violation or the presence of Hazardous Material in contravention of Environmental Laws. In this context, claim means: a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action by any governmental, judicial or regulatory authority; and any form of enforcement or regulatory action.

Environmental Laws means any or all Applicable Law relating to or concerning:

including, without limitation, the following laws of the United States of America: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Oil Pollution Act of 1990, as amended, the Resource Conservation and Recovery Act, as amended, and the Toxic Substances Control Act, as amended, together, in each case, with the regulations promulgated and the guidance issued pursuant thereto.

Environmental Representative means the Borrower and the Manager together with their respective employees and all of those persons for whom the Borrower or the Manager is responsible under any Applicable Law in respect of any activities undertaken in relation to any of the Vessels.

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Event of Default means an event specified as such in Clause 19 (Default) of this Agreement.

Excess Risks means, in respect of a Vessel:

Facility means the credit facility made available under this Agreement.

Facility Office means in respect of a Lender, the office through which that Lender will perform its obligations under this Agreement from time to time, which at the date of this Agreement is the address shown for such Lender in Schedule 1 (Original Lenders) or such other address as a Lender may notify to the Facility Agent from time to time.

Fee Letter means any letter entered into by reference to this Agreement between one or more Administrative Parties and the Borrower setting out the amount of certain fees referred to in this Agreement.

Final Maturity Date means the earlier of (a) the twelfth anniversary of the Delivery Date of the Vessel which is delivered latest in time and (b) 31 December, 2022.

Finance Document means:

Finance Party means a Lender or an Administrative Party.

Financial Indebtedness means any indebtedness for or in respect of:

6

Hazardous Material means any element or substance, whether natural or artificial, and whether consisting of gas, liquid, solid or vapour, whether on its own or in any combination with any other element or substance, which is listed, identified, defined or determined by any Environmental Law or other Applicable Law to be, to have been, or to be capable of being or becoming harmful to mankind or any living organism or damaging to the Environment, including, without limitation, oil (as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended).

Holding Company means a holding company within the meaning of section 736 of the Companies Act 1985.

Increased Cost means:

which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.

Insurances Assignment means, in respect of a Vessel, the assignment of the Obligatory Insurances to be granted in favour of the Facility Agent by the Borrower in the form of Appendix 1 together with any and all notices and acknowledgements entered into in connection therewith.

Insurers means the underwriters or insurance companies with whom any Obligatory Insurances are effected and the managers of any protection and indemnity or war risks association in which any of the Vessels may at any time be entered.

ISM Code means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime Organization Assembly as

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Resolutions A.741(18) and A.788(19), as the same may have been or may be amended or supplemented from time to time. The terms "safety management system", "Safety Management Certificate", "Document of Compliance" and "major non-conformity" shall have the same meanings as are given to them in the ISM Code.

ISPS Code means the International Ship and Port Facility Security Code adopted by the International Maritime Organization Assembly as the same may have been or may be amended or supplemented from time to time.

K-Line Vessels means Vessel 13 and Vessel 14 together.

Lender means:

and Lenders means all of them.

LIBOR means for a Term of any Loan or overdue amount:

as of 11.00 a.m. on the second London Business Day before the start of the Term for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to that Term.

Loans means any loan drawn down under this Facility (each a Loan ).

London Business Day means a day (other than a Saturday or a Sunday) on which banks are open for business in London.

Losses means each and every liability, loss, charge, claim, demand, action, proceeding, damage, judgment, order or other sanction, enforcement, penalty, fine, fee, commission, interest, lien, salvage, general average, cost and expense of whatsoever nature suffered or incurred by or imposed on the Lenders.

Majority Lenders means Lenders:

8

Management Agreement means the management agreement made or to be made between the Borrower and the Manager.

Management Agreement Assignment means the assignment of the Management Agreement granted or to be granted in favour of the Facility Agent by the Borrower in the form of Appendix 6 together with any and all notices and acknowledgements entered into in connection therewith.

Manager means Seaspan Management Services Limited of Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda or such other professional manager or managers as may be approved by the Facility Agent (acting in accordance with the instructions of the Majority Lenders) from time to time.

Manager's Undertaking means a letter of undertaking to be issued by the Manager to the Facility Agent confirming it shall not make a claim to security ranking ahead of the Lenders' security in respect of a Vessel in form and substance satisfactory to the Facility Agent.

Mandatory Cost means, as the context so requires, the amount calculated by each Lender and notified to the Facility Agent in accordance with Clause 21.16 or the aggregate of the amounts so calculated and notified.

Margin means 0.50 % per annum.

Market Value means, in respect of a Vessel, the average of two valuations each certified in Dollars and carried out by two Approved Valuers within the last six months, reporting to the Facility Agent by way of written reports in form and substance satisfactory to the Facility Agent (acting reasonably) on the basis of a sale for prompt delivery of the Vessel for cash (free of Security Interests), on a without charter basis and at arm's-length on normal commercial terms as between willing seller and buyer.

Material Adverse Effect means a material adverse effect on:

Maturity Date means the last day of the Term of a Loan.

Maximum Facility Amount means, subject to Clause 6.8 (Automatic reduction and cancellation), the lesser of (i) sixty five per cent. (65%) of the Vessel Delivered Costs and (ii) nine hundred and twenty million Dollars (US$920,000,000), such sum to be reduced proportionately to the extent that not all Vessels are delivered to the Borrower on or before 30 June 2011.

Measurement Period means, at any time, the last four (4) fiscal quarters for the Borrower provided always that until four (4) fiscal quarters have elapsed from the date of this Agreement, the period from the date of this Agreement until the date of determination.

9

Mortgage means, in respect of a Vessel, the first priority Hong Kong ship mortgage to be given by the Borrower in favour of the Facility Agent, in respect of each Vessel, on the Delivery Date of that Vessel in the form attached at Appendix 2.

Obligatory Insurances means in respect of each Vessel:

Party means a party to this Agreement or any Finance Document.

Permitted Liens means, in respect of a Vessel:

in the case of paragraphs (b) to (g) inclusive provided that the amounts which give rise to such liens are paid when due (or, in the case of paragraph (b) or (g) above, within one month of such amount being outstanding) or, if not paid when due are being disputed in good faith by appropriate proceedings (and for the payment of which adequate reserves or security are at the relevant time maintained or provided), provided further that such proceedings, whether by payment of adequate security into Court or otherwise, do not give rise to a material risk of the relevant Vessel or any interest therein being seized, sold, forfeited or otherwise lost or of criminal liability on the Facility Agent.

Post-Delivery Period means, in respect of a Vessel, the period from the Delivery Date of that Vessel until the Final Maturity Date.

Pre-delivery Assignment means, in respect of a Vessel, the assignment of the Shipbuilding Contract and/or the Refund Guarantees granted or to be granted by the Borrower in favour of the Facility Agent, together with all notices entered into in connection therewith, substantially in the form of the relevant document attached as Appendix 5.

10

Pro Rata Share means:

Quarter Day means each of the 30 ^th  March, 30 ^th  June, 30 ^th  September, 30 ^th  December in each year provided always that such date is a Business Day.

Rate Fixing Day means two (2) London Business Days before the first day of a Term, or unless market practice differs in the London interbank market for a currency, in which case the Rate Fixing Day for that currency will be determined by the Facility Agent in accordance with market practice in the London interbank market (and if quotations would normally be given by leading banks in the London interbank market on more than one day, the Rate Fixing Day will be the last of those days).

Reduction Schedule means the schedule of Commitment Reduction Dates as detailed in Schedule 7 (Reduction Schedule) to be replaced as required in accordance with Clause 5.3.

Reference Banks means DnB Nor Bank ASA, Industrial and Commercial Bank of China Limited and any other bank or financial institution appointed as such by the Facility Agent (acting on the instructions of the Majority Lenders) under this Agreement.

Refund Guarantees means, in respect of a Vessel, the one or more refund guarantees, issued by a Refund Guarantor in favour of the Borrower or such other refund guarantees as may replace the same from time to time (with the approval of the Facility Agent, acting on the instructions of the Majority Lenders).

Refund Guarantor means:

or such other refund guarantor (being an international bank with a minimum rating of BBB+ by S&P or any other bank approved by the Facility Agent, acting on the instructions of the Majority Lenders) as may replace the same from time to time.

Related Contracts means any or all of the following (as the context requires):

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Release means an emission, spill, release or discharge into or upon the air, surface water, groundwater, or soils of any Hazardous Materials for which the Borrower has any liability under Environmental Law, except in accordance with a valid Environmental Approval.

Request means a request made by the Borrower for a Loan, substantially in the form of Schedule 4 (Form of Request).

Required Insurance Amount means, in respect of a Vessel, at any date of determination, 120% of the aggregate principal amount of the outstanding Loans which are attributable to such Vessel.

Requisition Compensation means, in respect of a Vessel, all moneys or other compensation payable by reason of requisition for title to, or other compulsory acquisition of, that Vessel including requisition for hire.

Retention Account means the bank account to be opened by the Borrower with the Account Bank and designated “Seaspan Corporation – Retention Account”.

Retention Account Charge means the fixed charge or, as the case may be, pledge in respect of all monies standing to the credit from time to time of the Retention Account granted or to be granted by the Borrower in favour of the Facility Agent on or about the date of this Agreement, together with any and all notices and acknowledgements entered into in connection therewith.

Rollover Loan means one or more Loans:

SAFE means the State Administration of Foreign Exchange of the People’s Republic of China.

Screen Rate means, for LIBOR, and in respect of a Term, the percentage rate per annum for a period substantially the same as the relevant Term displayed on page 3750 of the Reuters screen. If the relevant page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the appropriate rate.

Seaspan Group means:

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Secured Liabilities means all present and future obligations and liabilities (actual or contingent) of the Borrower to the Finance Parties or any of them under or in connection with any Finance Document.

Security Agreements means:

Security Assets means any asset which is the subject of a Security Interest created by a Security Document and any interest or profit in respect of an investment in accordance with Clause 20.5 (Investments).

Security Document means:

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.

Shipbuilding Contract means, in respect of each Vessel, the agreement between, in certain cases amongst others, the relevant Builder and the Borrower dated 2 March 2007 in respect of the K-Line Vessels, 30 March 2007 in respect of the CSAV Vessels and 10 May 2007 in respect of the COSCON Vessels.

S & P means Standard & Poor's Ratings Group and any successor thereto.

Subsidiary means:

13

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Deduction means a deduction or withholding for or on account of Tax made from a payment under a Finance Document by a payer for or on account of Tax imposed on that payer by any jurisdiction from which such payment is made or within which such payment arises.

Tax Payment means a payment made by the Borrower to a Lender in any way relating to a Tax Deduction or under any indemnity given by the Borrower in respect of Tax under any Finance Document.

Term means each period determined under this Agreement by reference to which interest payable on a Loan or an overdue amount is calculated.

Time Charter means, in respect of each Vessel, the time charterparty entered into by the Borrower and the relevant Charterer or such other time charterparty entered into from time to time in respect of a Vessel in accordance with this Agreement.

Time Charter and Earnings Assignment means, in respect of a Vessel, the assignment of the Time Charter, any Charter Guarantee and the Earnings granted or to be granted by the Borrower in favour of the Facility Agent in the form attached at Appendix 4, together with any and all notices entered into in connection therewith.

Total Commitments means the aggregate of the Commitments of all the Lenders.

Total Loss means in relation to a Vessel:

Transfer Certificate means a certificate, substantially in the form of Schedule 6 (Form of Transfer Certificate), with such amendments as the Facility Agent and the Borrower may approve or reasonably require or any other form agreed between the Facility Agent and the Borrower.

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U.S. GAAP means generally accepted accounting principles adopted and accepted in the United States of America (i) on the date of this Agreement when used in the context of calculating the financed covenants set out in Clause 17 and (ii) otherwise, from time to time.

Utilisation Date means each date on which the Facility or any part thereof is utilised.

Vessel 1 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2081.

Vessel 2 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2082.

Vessel 3 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2083.

Vessel 4 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2084.

Vessel 5 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2085.

Vessel 6 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2086.

Vessel 7 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2087.

Vessel 8 means the 8,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. 2088.

Vessel 9 means the 4,250 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-767.

Vessel 10 means the 4,250 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-768.

Vessel 11 means the 4,250 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-769.

Vessel 12 means the 4,250 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-770.

Vessel 13 means the 2,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-771.

Vessel 14 means the 2,500 TEU vessel to be constructed in accordance with the relevant Shipbuilding Contract, with Hull No. YZJ2007-772.

Vessel Contract Price means:

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as evidenced in the relevant Shipbuilding Contract.

Vessel Delivered Costs means, in respect of each Vessel, the aggregate of:

which amount shall be in the maximum amount of one billion four hundred and fifteen million four hundred thousand Dollars (US$1,415,400,000) in total.

Vessels means together Vessel 1, Vessel 2, Vessel 3, Vessel 4, Vessel 5, Vessel 6, Vessel 7, Vessel 8, Vessel 9, Vessel 10, Vessel 11, Vessel 12, Vessel 13, Vessel 14, and Vessel means any of them.

assets includes present and future properties, revenues and rights of every description;

an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;

disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality and their successors in title, permitted assigns and permitted transferees;

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

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17

Subject to the terms of this Agreement, the Lenders shall make available to the Borrower a revolving credit facility in a maximum aggregate amount equal to the Maximum Facility Amount.

Each Loan may be used only in or towards:

No Finance Party is obliged to monitor or verify the utilisation of any Loan.

Unless otherwise agreed by all the Finance Parties:

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19

The obligations of each Lender to advance any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan:

If the Borrower fails to comply with any condition subsequent referred to in Clauses 3.1(c) and (d) within the time frame set out in such Clauses, the Borrower shall prepay the Loans to which such condition relates and such prepayment shall be deemed to cure such non-compliance.

A Request for a Loan will not be regarded as having been duly completed unless:

Only one Loan may be requested in a Request.

20

For each Loan, from the period of the date it is drawn down until the Delivery Date of the relevant Vessel, the commitment fee payable in accordance with Clause 23.1 and interest calculated and payable in accordance with Clause 7.2 relating to that Loan and other amounts referred to in subsections (b), (c) and (d) of the definition of Vessel Delivered Costs, shall accrue on the Loan and shall, on the last day of each Term during such period, be capitalised and added to the principal amount of the Loans outstanding provided always that such sum does not exceed the Maximum Available Facility Amount and that the sum not covered by the aggregate amount of the Refund Guarantees does not exceed $1,250,000 per Vessel.

and subject always to the provisions of Clause 5.2 (Repayment on Commitment Reduction Dates), such Loan will be rolled over for another Term and become a Rollover Loan.

Following the occurrence of a Commitment Reduction Date, the Borrower must repay such part of the Loans then outstanding as exceeds the Total Commitments (as the same may have been reduced by any Commitment reductions under Clause 6.8 (Automatic reduction and cancellation)). Any such repayment shall be applied against the Loans pro rata .

21

The Facility Agent will notify the Borrower and the Lenders of any change in the amount or timing of any reduction made in accordance with this Agreement, as soon as practicable after the occurrence of an event which will have such an effect. In the event of any such notification, the Facility Agent shall replace the relevant Reduction Schedule attached as Schedule 7 (Reduction Schedule) with a new Reduction Schedule reflecting the correct reductions and correct reduction dates and promptly provide a copy thereof to the Borrower and the Lenders.

22

The Borrower may elect to remove a Vessel from this Facility by notifying the Facility Agent of the removal of the Vessel and prepaying the outstanding loans in respect of such Vessel. Upon such payment, the Vessel will no longer be considered to be a Vessel for the purpose of this Facility and the Facility Agent will comply with the terms of Clause 20.7 (Release of Security).

Unless the Borrower complies with the provisions of Clause 16.25(c) or (d) (Charter Breach, Expiration or Termination of Charter) as the case may be, or the Facility Agent receives additional security satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders), upon the Charter Breach, expiration or termination of a Time Charter in accordance with 16.25(c) or (d) (Charter Breach, Expiration or Termination of Charter), the Borrower shall be obliged to prepay the outstanding Loans to the extent necessary to ensure that the aggregate of the Market Value of the Vessels then delivered is not less than 125% of the aggregate principal amount of the outstanding Loans in respect of these Vessels.

23

such determinations to be made by the Facility Agent (acting on the instructions of the Majority Lenders) (the Replacement Vessel ).

24

25

26

Except where it is provided to the contrary in this Agreement, the Borrower must pay accrued interest on each Loan on the last day of each Term.

After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (c) below.

The Facility Agent must promptly notify each Party of the determination of a rate of interest under this Agreement and the Mandatory Cost payable, if any.

27

Subject to Clause 21.16, the Borrower shall pay to the Facility Agent the Mandatory Cost, if any, for each Loan on the last day of the Term in respect of which it has been calculated.

The Term for a Loan will commence on its Utilisation Date and unless the Borrower requests otherwise in accordance with Clause 8.1(f) above, the Term for each Loan will be consolidated with the Term for all other outstanding Loans.

If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.

The Facility Agent and the Borrower may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans.

28

If LIBOR is to be calculated by reference to the Reference Banks but if the Reference Banks are unable to supply a rate by 11.00 a.m. London time on the Rate Fixing Day, the applicable LIBOR will be calculated in accordance with Clause 9.2 (Market disruption).

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Without prejudice to the provisions of Clause 10.1 (Tax gross-up), if any Lender is required to make any payment on account of Tax solely as a result of its entry into any Finance Document (not being a Tax imposed on the net income of a Lender or its Facility Office by the jurisdiction in which it is incorporated, or the jurisdiction in which its Facility Office is located or on the capital of that Lender employed in such jurisdiction or jurisdictions) on any sum received or receivable under the Finance Documents (including, without limitation, any sum received or receivable under this Clause 10.2) or any liability in respect of any such payment is asserted, imposed, levied or assessed against a Lender, the Borrower shall (within three (3) Business Days of demand by the Facility Agent) indemnify that Lender against such payment or liability, together with any interest, penalties and expenses payable or incurred in connection therewith.

If a Lender or, as the case may be, the Facility Agent determines in its absolute discretion, acting in good faith, that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Borrower has made an increased payment or paid a compensating sum under this Clause 10 that Lender or, as the case may be, the Facility Agent shall, provided it has received all amounts which are then due and payable by the Borrower under any of the provisions of this Agreement and the other Finance Documents, pay to the Borrower (to the extent that that Lender or, as the case may be, the Facility Agent can do so without prejudicing the amount of that benefit and the right of that Lender, or as the case may be, the Facility Agent to obtain any other benefit, relief or allowance which may be available to it), such amount, if any, as that Lender, or as the case may be, the Facility Agent shall determine in its absolute discretion acting in good faith, will leave that Lender, or as the case may be, the Facility Agent in no better and no worse position than it would have been in if the deduction or withholding had not been required and so that it retains no benefit as a result of the receipt of such deduction.

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A Lender making, or intending to make, a claim under Clause 10.2 (Tax Indemnity) shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.

No provision of this Agreement will:

The Borrower must pay and indemnify each Finance Party against any stamp duty, registration or other similar Tax payable by a Finance Party in connection with the entry into, performance or enforcement of any Finance Document, except for any such Tax payable in connection with entering into a Transfer Certificate.

Any amount (including costs and expenses) payable under a Finance Document by the Borrower is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Borrower must pay to the relevant Finance Party (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax.

Except as provided below in this Clause 11, the Borrower must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or its Subsidiaries, or its Affiliates as a result of:

made after the date of this Agreement.

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The Borrower need not make any payment for an Increased Cost to the extent that the Increased Cost is:

If a Finance Party intends to make a claim for an Increased Cost it must notify the Borrower promptly of the circumstances giving rise to, and the amount of, the claim.

Following a claim by a Lender for an Increased Cost, the Borrower shall, with the consent of the Facility Agent (acting on the instructions of the Majority Lenders), be entitled to oblige such Lender to transfer its Commitment to a Lender or new lender pursuant to the terms of Clause 28 (Changes to the Parties).

The Borrower shall maintain the Retention Account with the Account Bank until the Final Maturity Date, free of Security Interests and rights of set-off other than as created by or pursuant to the Security Documents.

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During the term of the Facility, no sum may be withdrawn from the Retention Account (except in accordance with this Clause 12) without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders).

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Payments under the Finance Documents to the Facility Agent must be made for value on the due date at such times and in such funds as the Facility Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment. Any payment received by the Facility Agent after 5:00pm London time shall be deemed to have been received on the next Business Day.

or such other payment instructions the Lender may notify to the Facility Agent by not less than five (5) Business Days’ notice.

All amounts payable under the Finance Documents are payable in Dollars provided always that amounts payable in respect of costs and expenses are payable in the currency in which those costs and expenses are incurred.

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All payments made by the Borrower under the Finance Documents must be made without set-off or counterclaim.

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If a Finance Document does not provide for when a particular payment is due, that payment will be due within three (3) Business Days of demand by the relevant Finance Party.

The representations set out in this Clause 14 are made, unless otherwise stated, by the Borrower to the Finance Parties.

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party do not conflict in any material respect with:

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Except for registration of (i) the Mortgages at the Hong Kong Shipping Register, (ii) any Security Agreement creating a charge over Security Assets of the Borrower with the Hong Kong Registrar of Companies or (iii) any relevant Security Agreement under the Companies Act 1985, all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect.

The audited consolidated financial statements of the Borrower most recently delivered to the Facility Agent together with any other financial information supplied to the Facility Agent by the Borrower:

except, in each case, as disclosed to the contrary in those financial statements or other information.

There has been no material adverse change in the ability of the Borrower to make all the required payments under this Agreement or the validity or enforceability of this Agreement since the date of incorporation of the Borrower or following the receipt by the Facility Agent of an Annual Compliance Certificate, since the date of the then latest Annual Compliance Certificate.

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency (including, but not limited to, investigative proceedings) which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against the Borrower.

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Its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

All amounts payable by it to the Facility Agent under the Finance Documents and the Related Contracts may be made without any Tax Deduction.

Except as notified in writing to and accepted by the Facility Agent, no stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Finance Document or Related Contract.

At and at all times after the Delivery Date of a Vessel, and except as may already have been disclosed by the Borrower in writing to the Facility Agent:

No Security Interest exists over its or any of its Subsidiary’s assets which would cause a breach of Clause 16.5 (Security Interests).

The Borrower is solely and absolutely entitled to the Security Assets over which it has or will create any Security Interest pursuant to the Security Documents to which it is, or will be, a party and there is no agreement or arrangement under which it is obliged to share any proceeds of or derived from such Security Assets with any third party.

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In respect of each Vessel, from the Delivery Date in respect of that Vessel, the Borrower is in full compliance with the ISM Code in respect of that Vessel.

In respect of each Vessel, from the Delivery Date in respect of that Vessel, the Borrower is in full compliance with the ISPS Code in respect of that Vessel.

Other than as notified to and agreed by the Facility Agent in writing, there have been no amendments to any of the Related

Contracts.

Any borrowing by the Borrower and the performance of its obligations hereunder and under the other Finance Documents to which it is a party will be for its own account and will not involve any breach by it of any law or regulatory measure relating to money laundering as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities or any equivalent law or regulatory measure in any other jurisdiction.

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that the Facility Agent should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and

are legal, valid and binding under the laws of its jurisdiction of incorporation.

In respect of each Vessel, any Time Charter in respect of that Vessel shall be in full force and effect.

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Upon the request of the Facility Agent, the Borrower shall provide the Facility Agent and any of its representatives, professional advisors and contractors with access to, and permit inspection of, its books and records, in each case at reasonable times and upon reasonable notice.

The Borrower must supply to the Facility Agent in sufficient copies (which may take the form of an electronic copy) for all the Lenders:

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The Borrower may not change its financial year end.

The Borrower agrees to be bound by the covenants set out in this Clause 16 relating to it.

The Borrower must promptly obtain, maintain and comply, in all material respects, with the terms of any authorisation required under any Applicable Law to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.

The Borrower must comply and must procure that the Manager complies in all respects with all Applicable Laws to which it is subject where failure to do so is reasonably likely to have a Material Adverse Effect.

The Borrower must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

The Borrower shall not, and the Borrower shall procure that the Manager does not, create or permit to subsist any Security Interest over the Obligatory Insurances or any other Security Assets or any Related Contract other than:

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The Borrower shall not engage in any business other than the direct or indirect ownership, operation and chartering of container vessels and any business incidental thereto, nor shall the Borrower incur any Financial Indebtedness to be secured in any way on the Vessels, or any of them, or any other Security Asset other than the Financial Indebtedness contemplated by this Agreement. The Borrower may incur any other indebtedness or issue guarantees against financial loss of any person on an unsecured basis or secured on assets which are not, and will not at any time be, Security Assets.

The Borrower shall not pay any dividends or make any other distributions (whether by loan or otherwise) to shareholders unless, under Applicable Law and accounting principles in its jurisdiction of incorporation it is entitled to distribute as dividends or such other distribution and no Event of Default has occurred and is continuing.

The Borrower shall not enter into any amalgamation, demerger, merger or reconstruction otherwise than under an intra-group re-organisation on a solvent basis or other transaction agreed by the Facility Agent (acting on the instructions of the Majority Lenders).

The Borrower:

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The Borrower may not enter into any material transaction with any Affiliate of it unless it is either (i) to comply with any obligations the Borrower may have under the Finance Documents or (ii) on an arm’s length basis or on terms reasonably consistent with and having a substantially similar commercial effect to an arm’s length transaction.

The Borrower shall and procure that the Manager shall:

The Borrower will, and will procure that the Manager will from the Delivery Date of each Vessel:

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The Borrower will, and will procure that the Manager will, at all times after the Delivery Date of each Vessel:

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The Borrower will not and will procure that the Manager will not, at any time after the Delivery Date of a Vessel put such Vessel into the possession of any person for the purpose of work being done upon her beyond the amount of US$5,000,000 (or equivalent), other than for classification or scheduled dry docking unless such person shall have given an undertaking to the Facility Agent not to exercise any lien on that Vessel or Obligatory Insurances for the cost of that work or otherwise.

The Borrower will, and will procure that the Manager will, at all times after the Delivery Date of a Vessel:

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The Borrower shall not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect and shall use all reasonable endeavours to procure that each other party to any Related Contract does not take any action, enter into any document or agreement or omit to take any action or to enter into any document or agreement which would, or could reasonably be expected to, cause any Related Contract to cease to remain in full force and effect.

The Borrower shall, and shall procure that the Manager shall, at all times after the Delivery Date of a Vessel:

The Borrower shall, and shall procure that the Manager shall, at all times after the Delivery Date of a Vessel:

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The Borrower shall, and shall procure that the Manager shall, as soon as practicable following receipt of a request by the Facility Agent, provide the Facility Agent, with sufficient copies for all the Lenders, with any additional or further financial or other information relating to any of the Vessels, the Obligatory Insurances or to any other matter relevant to, or to any provision of, a Finance Document which the Facility Agent may reasonably request.

The Borrower shall, and shall procure that the Manager shall, ensure that at all times after the Delivery Date of a Vessel:

However, in the event that the Manager’s appointment as manager of any one of the Vessels ceases or is terminated in circumstances where it was not possible for the Borrower to obtain the prior written consent of the Facility Agent, the Borrower shall promptly and in any event within ten (10) days from the date of the termination of

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the Manager’s appointment, provide to the Facility Agent details of a replacement manager, such manager to be satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

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and upon the occurrence of any such event the Facility Agent shall be (acting on the instructions of the Majority Lenders) entitled to require that the Borrower exercises all of its rights under the relevant Time Charter including, where applicable, the termination of the Time Charter in respect of the relevant Vessel.

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The Borrower will, in respect of each Vessel:

and for the avoidance of doubt, such war risks insurance will include protection and indemnity liability up to at least the Required Insurance Amount, excluding any liability in respect of death, injury or damage to crew;

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provided that, if any Vessel has ceased trading or is in lay up and in either case has unloaded all cargo, the level of pollution risks cover afforded by ordinary protection and indemnity cover available through a member of the International Group or such successor organisation or, as the case may be, on the open market in such circumstances shall be sufficient for such purposes; and

Without prejudice to its obligations under Clause 16.26 (Scope of Obligatory Insurances), the Borrower will:

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If the Borrower fails to effect and keep in force Obligatory Insurances in accordance with this Agreement, it shall be permissible, but not obligatory, for the Facility Agent to effect and keep in force insurance or insurances in the amounts required under this Agreement and entries in a protection and indemnity association or club and, if it deems necessary or expedient, to insure the war risks upon any Vessel, and the Borrower will reimburse the Facility Agent for the costs of so doing.

The Borrower shall, and shall procure that the Manager shall: