UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2018

Commission File Number 1-32591

 

 

SEASPAN CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

Unit 2, 2nd Floor, Bupa Centre,

141 Connaught Road West,

Hong Kong

China

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40- F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).

Yes  ☐    No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).

Yes  ☐    No  ☒

 

 

 


THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:

 

    REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-151329) FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MAY 30, 2008;

 

    REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-173207) FILED WITH THE SEC ON MARCH 31, 2011;

 

    REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-180895) FILED WITH THE SEC ON APRIL 24, 2012, AS AMENDED ON MARCH 22, 2013;

 

    REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-189493) FILED WITH THE SEC ON JUNE 20, 2013;

 

    REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-195571) FILED WITH THE SEC ON APRIL 29, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

 

    REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-200639) FILED WITH THE SEC ON NOVEMBER 28, 2014, AS AMENDED ON MARCH 3, 2017 AND APRIL 19, 2017;

 

    REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-200640) FILED WITH THE SEC ON NOVEMBER 28, 2014;

 

    REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-202698) FILED WITH THE SEC ON MARCH 12, 2015;

 

    REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-211545) FILED WITH THE SEC ON MAY 23, 2016, AS AMENDED ON MARCH 3, 2017, MARCH 7, 2017 AND APRIL 19, 2017;

 

    REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-212230) FILED WITH THE SEC ON JUNE 24, 2016;

 

    REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-220176) FILED WITH THE SEC ON AUGUST 25, 2017; and

 

    REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-222216) FILED WITH THE SEC ON DECEMBER 21, 2017.


Item 1 – Information Contained in this Form 6-K Report

Supplemental Indentures and Seaspan Investment Pledge Agreement Relating to 5.50% Senior Notes due 2025

As previously announced, on March 13, 2018, Seaspan Corporation (the “Company”) completed its acquisition of the remaining equity interests of Greater China Intermodal Investments LLC (“GCI”) it did not previously own from Greater China Industrial Investments LLC (the “Merger”).

Following the Merger, the Company obtained the consent (the “Consent”) from the holders (the “2025 Noteholders”) of the 5.50% senior notes due 2025 (the “2025 Notes”), issued pursuant to a base indenture, dated as of October 10, 2017 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a second supplemental indenture, dated as of February 14, 2018, by and among the Company, the subsidiary guarantors specified therein and the Trustee and a third supplemental indenture, dated as of February 22, 2018 (the “Third Supplemental Indenture”), by and among the Company, the subsidiary guarantors specified therein and the Trustee to, among other things, (i) waive the requirement that each of GCI and the acquired subsidiaries become a subsidiary guarantor and provide a guarantee of the 2025 Notes; and (ii) release the Company’s pledge of the outstanding shares of its subsidiary Seaspan Investment I Ltd. (“Seaspan Investment”), previously granted under a pledge agreement.

In connection with the Consent, the Company agreed to cause Seaspan Investment to become a subsidiary guarantor with respect to only the 2025 Notes and guarantee the 2025 Notes, pledge 100% of the equity interests of GCI; and execute a joinder to the Registration Rights Agreement (as defined below).

In connection with the Consent, the Company entered into, or caused Seaspan Investment and/or one or more of the Company’s other subsidiaries, to enter into the following agreements and supplemental indentures:

 

  (i) a fourth supplemental indenture, dated as of March 22, 2018 (the “Fourth Supplemental Indenture”), by and among the Company, the subsidiary guarantors specified therein and the Trustee, pursuant to which the amendments, waivers and other modifications that were approved by the 2025 Noteholders as part of the Consent became operative;

 

  (ii) a fifth supplemental indenture, dated as of March 26, 2018 (the “Fifth Supplemental Indenture”), by and among the Company, the subsidiary guarantors specified therein (including Seaspan Investment) (collectively, the “Guarantors”) and the Trustee, pursuant to which Seaspan Investment became a “Guarantor” with respect to only the 2025 Notes and guaranteed the 2025 Notes;

 

  (iii) a sixth supplemental indenture, dated as of March 26, 2018 (the “Sixth Supplemental Indenture”), by and among the Company, the Guarantors and the Trustee, pursuant to which (1) the Trustee was authorized to enter into the Seaspan Investment Pledge Agreement (as defined below) and (2) the Trustee acknowledged the release of the Company’s pledge of the outstanding shares of Seaspan Investment that was previously granted under a pledge agreement, dated as of February 22, 2018, by and between the Company and the Trustee;

 

  (iv) a pledge agreement, dated as of March 26, 2018 (the “Seaspan Investment Pledge Agreement”), by and between Seaspan Investment and the Trustee, pursuant to which Seaspan Investment pledged 100% of its equity interests of GCI as collateral for the 2025 Notes; and

 

  (v) a joinder to the registration rights agreement, dated as of February 14, 2018 (the “Registration Rights Agreement”), by and among the Company, the guarantors specified therein and the investors specified therein, dated as of March 26, 2018 (the “Registration Rights Agreement Joinder”), by Seaspan Investment, as a subsidiary guarantor.

The Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seaspan Investment Pledge Agreement and the Registration Rights Agreement Joinder are filed as exhibits 4.5, 4.6, 4.7, 4.8 and 4.9, respectively, to this Report on Form 6-K and are incorporated herein by reference. The descriptions of the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seaspan Investment Pledge Agreement and the Registration Rights Agreement Joinder in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seaspan Investment Pledge Agreement and the Registration Rights Agreement Joinder, respectively.


Exhibit Index

 

Exhibit No.

  

Description

4.1    Indenture, dated as of October 10, 2017, between Seaspan Corporation and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on October 12, 2017).
4.2    Second Supplemental Indenture, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.2 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 14, 2018).
4.3    Registration Rights Agreement, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors and the investors specified therein (incorporated herein by reference to Exhibit 4.4 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 14, 2018).
4.3    Third Supplemental Indenture, dated as of February 22, 2018, by and among Seaspan Corporation, the subsidiary guarantors and the investors specified therein (incorporated herein by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 22, 2018).
4.4    Pledge Agreement, dated as of February 22, 2018, between Seaspan Corporation and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on February 22, 2018).
4.5    Fourth Supplemental Indenture, dated as of March 22, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee.
4.6    Fifth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee.
4.7    Sixth Supplemental Indenture, dated as of March 26, 2018, by and among Seaspan Corporation, the subsidiary guarantors specified therein (including Seaspan Investment I Ltd.) and The Bank of New York Mellon, as trustee.
4.8    Seaspan Investment Pledge Agreement, dated as of March 26, 2018, between Seaspan Investment I Ltd. and The Bank of New York Mellon, as trustee.
4.9    Registration Rights Agreement Joinder, dated as of February 14, 2018, by and among Seaspan Corporation, the subsidiary guarantors and the investors specified therein, dated as of March 26, 2018, by Seaspan Investment I Ltd.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    SEASPAN CORPORATION
Date: March 30, 2018     By:  

/s/ Mark Chu

     

Name: Mark Chu

Title: Secretary & General Counsel

Exhibit 4.5

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 ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the “ Base Indenture ”), providing for the issuance by the Company from time to time of its Securities to be issued in one or more series, which Base Indenture was amended and supplemented by (i) a second supplemental indenture, dated as of February 14, 2018 (the “ Second Supplemental Indenture ”), providing for the issuance of a series of Securities designated as its “5.50% Senior Notes due 2025”, in an aggregate principal amount of $250,000,000 (the “ 2025 Notes ”) and (ii) a third supplemental indenture, dated as of February 22, 2018 (the “ Third Supplemental Indenture ”), to secure the 2025 Notes;

WHEREAS, Section 7.02 of the Second Supplemental Indenture provides that the Company, the Guarantors (as defined herein) and the Trustee may, with the consent of the Holders of not less than a majority in principal amount of the Outstanding 2025 Notes, enter into indentures supplemental to the Indenture (as defined herein) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of the 2025 Notes, subject to certain exceptions noted therein (including, without limitation, the release provided in Section 5.09 of the stock pledge over the shares of Seaspan Investment (as defined below) under the Pledge Agreement (as defined below), which release requires the consent of each Holder of a 2025 Note);

WHEREAS; in accordance with Section 1.4 of the Base Indenture and Section 7.02 of the Second Supplemental Indenture, each of the Holders of the 2025 Notes have duly authorized the execution and delivery of this Fourth Supplemental Indenture;

WHEREAS, the Company intends by this Fourth Supplemental Indenture to evidence the waiver of the Specified Defaults (as defined herein) and the Specified Covenants (as defined herein) under the Indenture;

WHEREAS, pursuant to Section 7.02 of the Second Supplemental Indenture, the Trustee and the Company are authorized to execute and deliver this Fourth Supplemental Indenture to amend or supplement the Indenture as set forth herein; and

WHEREAS, all actions required to be taken by the Company and each of the Guarantors under the Indenture to make this Fourth Supplemental Indenture a valid, binding and legal agreement of the Company and each of the Guarantors, have been done.


NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions .

(a) The Base Indenture, as amended and supplemented by the Second Supplemental Indenture and the Third Supplemental Indenture is collectively referred to herein as the “ Indenture .”

(b) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.

ARTICLE II

APPLICATION OF SUPPLEMENTAL INDENTURE

Section 2.01. Application of this Fourth Supplemental Indenture . Notwithstanding any other provision of this Fourth Supplemental Indenture, the provisions of this Fourth Supplemental Indenture expressly and solely relate to the Indenture with respect to the 2025 Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Indenture and shall not be deemed to amend, modify or supplement the Indenture for any purpose other than with respect to the 2025 Notes.

ARTICLE III

WAIVERS

Section 3.01. Waiver of Specified Defaults . The following defaults are hereby irrevocably waived (collectively, the “ Specified Defaults ”):

 

  (i) The failure of the Company to cause Seaspan Investments III, LLC, a limited liability company duly formed under the laws of the Republic of The Marshall Islands to execute (A) a supplemental indenture to become a Guarantor and guarantee the Indenture Obligations and (B) a joinder to the Registration Rights Agreement, in each case, as required under Section 5.08(a) of the Second Supplemental Indenture; and

 

  (ii) The failure of the Company to mail a notice of the defaults described in clause (i) above, within 10 Business Days of the discovery thereof as required under Section 5.10 of the Second Supplemental Indenture.

Section 3.02. Waiver of Specified Covenants . For so long as an entity listed in Schedule I attached hereto (each a “ Specified Entity ” and, collectively, the “ Specified Entities ”) is unable to provide a Guarantee due to a contractual obligation applicable to such Specified Entity as in effect as of March 13, 2018 (such contractual obligation an “ Existing Obligation ”), any requirement that such Specified Entity execute a supplemental indenture pursuant to which such entity would become a Guarantor and execute a joinder to the Registration Rights Agreement, is hereby irrevocably waived (the “ Specified Covenants ”) (and to the extent that a Default has arisen from the failure of any such entity to execute such a supplemental indenture or joinder prior to the execution of this Fourth Supplemental Indenture that gives effect to such a waiver, such Default is also hereby irrevocably waived).


ARTICLE IV

COVENANTS

Section 4.01. Guarantee of and Pledge by Seaspan Investment . No later than 12 Business Days after acquiring all the direct and indirect interests in those entities listed in Schedule I attached hereto, the Company shall cause Seaspan Investment I Ltd. (“ Seaspan Investment ”) to (i) execute (A) a supplemental indenture pursuant to which Seaspan Investment shall become a Guarantor and guarantee the Indenture Obligations and (B) a joinder to the Registration Rights Agreement and (ii) pledge, assign and grant to the Trustee for the benefit of the Trustee and the Holders, a lien on and security interest in and to all of the right, title and interest of Seaspan Investment in the membership interests of Greater China Intermodal Investments LLC, a limited liability company duly organized and existing under the laws of the Republic of The Marshall Islands pursuant to a pledge agreement in form and substance substantially similar to the Pledge Agreement to secure the Guarantee of Seaspan Investment.

Section  4.02. Guarantees of Specified Entities . If at any time a Specified Entity is able to provide a Guarantee without breaching an Existing Obligation, then the Company shall cause such Specified Entity to promptly (but in any event not later than 10 Business Days following the date on which such Existing Obligation ceases to be in effect) execute a supplemental indenture pursuant to which such Specified Entity shall become a Guarantor and execute a joinder to the Registration Rights Agreement. The future Guarantee by such Specified Entity shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Specified Entity without rendering the Guarantee, as it relates to such Specified Entity, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

ARTICLE V

MISCELLANEOUS

Section 5.01. Ratification of Indenture . This Fourth Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture and as further amended and supplemented hereby, the Base Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture are in all respects ratified and confirmed and the Base Indenture, the Second Supplemental, the Third Supplemental Indenture and this Fourth Supplemental Indenture shall be read, taken and constructed as one and the same instrument.

Section 5.02. Trust Indenture Act Controls . If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Fourth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 5.03. Notices . All notices and other communications shall be given as provided in the Indenture.

Section 5.04. Governing Law . THIS FOURTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN THE STATE OF NEW YORK. Any dispute, action or proceeding arising out of or relating to this Fourth Supplemental Indenture in respect hereof or the rights of any party under this Fourth Supplemental Indenture shall be exclusively maintained in the U.S. federal or New York State Court sitting in the Borough of Manhattan, The City of New York, New York. Each of the parties hereto: (i) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law, and (ii) irrevocably submits to the jurisdiction of such courts in any suit, action or proceeding. Each party to this Indenture irrevocably waives, to the fullest extent permitted by applicable law, all right of trial by jury in any action, proceeding or counterclaim based on, or arising out of, under or in connection with this Fourth Supplemental Indenture or any matter arising hereunder.


Section 5.05. Judgment Currency . The Company and each of the Guarantors agrees, to the fullest extent that it may effectively do so under applicable law, that (i) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Interest or Additional Amounts on the 2025 Notes or any indemnities due hereunder from the Company or any Guarantor (the “ Required Currency ”) into a currency in which a judgment will be rendered (the “ Judgment Currency ”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the requisite amount of the Required Currency with the Judgment Currency on the New York Banking Day preceding the day on which a final unappealable judgment is given and (ii) its obligations under the Indenture to make payments in the Required Currency (a) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (i)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (b) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (c) shall not be affected by judgment being obtained for any other sum due under the Indenture. For purposes of the foregoing, “ New York Banking Day ” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

Section 5.06. Successors . All covenants and agreements in this Fourth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 5.07. Counterparts . This Fourth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Counterparts may be executed either in original, facsimile or electronic (i.e., “pdf” or “tif”) form and the parties hereto adopt any signatures received by facsimile or electronic (i.e., “pdf” or “tif”) transmission as the original signature of such party. This Fourth Supplemental Indenture shall become effective upon the execution hereof by each of the parties hereto; provided that each waiver set forth in Article III hereof shall become operative as of March 13, 2018 as if this Fourth Supplemental Indenture were executed by each of the parties hereto and each such waiver was granted, in each case, on such date.

Section 5.08. Headings . The Article and Section headings of this Fourth Supplemental Indenture are for convenience only and shall not affect the construction hereof.

Section 5.09. Release of Shares . If the Company shall cause an Officer’s Certificate to be delivered to the Trustee certifying that Seaspan Investment has both provided the Guarantee and pledge pursuant to Section 4.01 of this Fourth Supplemental Indenture, the stock pledge over the shares of Seaspan Investment and the Pledge Agreement shall be terminated and all such shares shall be released from the lien created thereunder, in each case, upon receipt of such Officer’s Certificate and without further action in respect thereof and the Trustee shall promptly return to the Company any and all share certificate(s) that evidence all such shares of Seaspan Investment that were previously pledged under the Pledge Agreement.

Section 5.10. Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as the statements of the Company and the Guarantors and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Fourth Supplemental Indenture.


[PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the parties have caused this Fourth Supplemental Indenture to be duly executed as of the date first written above.

 

COMPANY:
SEASPAN CORPORATION
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President and Chief Executive Officer

 

Signature Page to Fourth Supplemental Indenture


GUARANTORS:
Seaspan Holding 140 Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan 140 Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan (Asia) Corporation
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Containership 2180 Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Containership 2181 Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Holdco I Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Holdco II Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Holdco III Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Signature page to Fourth Supplemental Indenture


Seaspan Holdco IV Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Ship Management Ltd.
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary

 

Seaspan Crew Management Ltd.
By:   /s/ David Spivak
  Name: David Spivak
  Title: Chief Financial Officer

 

Seaspan Crew Management India Private Ltd.
By:   /s/ David Spivak
  Name: David Spivak
  Title: Chief Financial Officer

 

Seaspan Management Services Limited
By:   /s/ Peter Curtis
  Name: Peter Curtis
  Title: Vice President

 

Seaspan Advisory Services Ltd.
By:   /s/ Peter Curtis
  Name: Peter Curtis
  Title: Vice President

 

Signature page to Fourth Supplemental Indenture


TRUSTEE:
THE BANK OF NEW YORK MELLON, as Trustee
By:   /s/ Teresa Wyszomierski
  Name: Teresa Wyszomierski
  Title: Vice President

 

Signature page to Fourth Supplemental Indenture


SCHEDULE I

GC Intermodal Holding Company I, Ltd.

GC Intermodal Holding Company II, Ltd.

GC Intermodal Holding Company III, Ltd.

GC Intermodal Holding Company IV, Ltd.

GC Intermodal Holding Company V, Ltd.

GC Intermodal Holding Company VI, Ltd.

GC Intermodal Holding Company IX, Ltd.

GC Intermodal Holding Company X, Ltd.

GC Intermodal Holding Company XI, Ltd.

GC Intermodal Holding Company XII, Ltd.

GC Intermodal Holding Company XIV, Ltd.

GC Intermodal Holding Company XV, Ltd.

GC Intermodal Holding Company XVI, Ltd.

GC Intermodal Holding Company XVII, Ltd.

GC Intermodal Holding Company XIX, Ltd.

GC Intermodal Holding Company XX, Ltd.

GC Intermodal Holding Company XXI, Ltd.

GC Intermodal Holding Company XXIV, Ltd.

GC Intermodal Intermediate Holding Company I, Ltd.

GC Intermodal Intermediate Holding Company II, Ltd.

GC Intermodal Intermediate Holding Company III, Ltd.

GC Intermodal Intermediate Holding Company IV, Ltd.

GC Intermodal Intermediate Holding Company V, Ltd.

GC Intermodal Intermediate Holding Company VI, Ltd.

GC Intermodal Intermediate Holding Company IX, Ltd.

GC Intermodal Intermediate Holding Company X, Ltd.

GC Intermodal Intermediate Holding Company XI, Ltd.

GC Intermodal Intermediate Holding Company XII, Ltd.

GC Intermodal Intermediate Holding Company XIV, Ltd.

GC Intermodal Intermediate Holding Company XV, Ltd.

GC Intermodal Intermediate Holding Company XVI, Ltd.

GC Intermodal Intermediate Holding Company XVII, Ltd.

GC Intermodal Intermediate Holding Company XIX, Ltd.

GC Intermodal Intermediate Holding Company XX, Ltd.

GC Intermodal Intermediate Holding Company XXI, Ltd.

GC Intermodal Intermediate Holding Company XXIV, Ltd.

GC Intermodal I, Ltd.

GC Intermodal II, Ltd.

GC Intermodal III, Ltd.

GC Intermodal IV, Ltd.

GC Intermodal V, Ltd.

GC Intermodal VI, Ltd.

GC Intermodal IX, Ltd.

GC Intermodal X, Ltd.

GC Intermodal XI, Ltd.

GC Intermodal XII, Ltd.

GC Intermodal XIV, Ltd.

GC Intermodal XV, Ltd.

GC Intermodal XVI, Ltd.

GC Intermodal XVII, Ltd.

GC Intermodal XIX, Ltd.

 

Schedule I-1


GC Intermodal XX, Ltd.

GC Intermodal XXI, Ltd.

GC Intermodal XXIV, Ltd.

GC Intermodal Operating Company

GC Intermodal Operating (HK) Limited

Greater China Intermodal Investments LLC

 

Schedule I-1

Exhibit 4.6

This FIFTH SUPPLEMENTAL INDENTURE (this “ Fifth Supplemental Indenture ”), dated as of March 26, 2018, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “ Company ”), SEASPAN INVESTMENT I LTD., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “ Guaranteeing Subsidiary ”), each of the subsidiaries listed on the signature pages hereto as “Guarantors” (collectively, the “ Guarantors ”) and THE BANK OF NEW YORK MELLON, as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the “ Base Indenture ”), providing for the issuance by the Company from time to time of its Securities to be issued in one or more series, which Base Indenture was amended and supplemented by (i) a second supplemental indenture, dated as of February 14, 2018 (the “ Second Supplemental Indenture ”), providing for the issuance of a series of Securities designated as its “5.50% Senior Notes due 2025”, in an aggregate principal amount of $250,000,000 (the “ 2025 Notes ”), (ii) a third supplemental indenture, dated as of February 22, 2018 (the “ Third Supplemental Indenture ”), among the Company, the Guarantors and the Trustee, and (iii) a fourth supplemental indenture, dated as of March 22, 2018 (the “ Fourth Supplemental Indenture ”), among the Company, the Guarantors and the Trustee;

WHEREAS, clause (12) of the second sentence of Section 7.01 of the Second Supplemental Indenture provides that the Company, the Guarantors and the Trustee may, without the consent of any Holder of the 2025 Notes, enter into indentures supplemental to the Indenture for the purpose of adding a Guarantor under the Indenture;

WHEREAS, Section 4.01(i)(A) of the Fourth Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiary to execute a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall become a Guarantor under the Indenture and unconditionally guarantee the Indenture Obligations (as defined in the Second Supplemental Indenture);

WHEREAS, pursuant to Section 7.01 of the Second Supplemental Indenture, the Trustee, the Company, the Guaranteeing Subsidiary and the Guarantors are authorized to execute and deliver this Fifth Supplemental Indenture to amend or supplement the Indenture as set forth herein; and

WHEREAS, all actions required to be taken by the Company, the Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Fifth Supplemental Indenture a valid, binding and legal agreement of the Company, the Guaranteeing Subsidiary and each of the Guarantors, have been done.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.01. Definitions .

(a) The Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture is collectively referred to herein as the “ Indenture .”

(b) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.


Section 2.01. Application of this Fifth Supplemental Indenture . Notwithstanding any other provision of this Fifth Supplemental Indenture, the provisions of this Fifth Supplemental Indenture expressly and solely relate to the Indenture with respect to the 2025 Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Indenture and shall not be deemed to amend, modify or supplement the Indenture for any purpose other than with respect to the 2025 Notes.

Section 3.01. Joinder to Indenture . The Guaranteeing Subsidiary hereby agrees to become bound by the terms, conditions and other provisions of the Indenture with all attendant rights, duties and obligations stated therein, with the same force and effect as if originally named as a “Guarantor” therein and if such party executed the Second Supplemental Indenture as a “Guarantor” on the date of the Second Supplemental Indenture.

Section 4.01. Agreement to Guarantee . The Guaranteeing Subsidiary hereby agrees, jointly and severally with all Guarantors, to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article IX of the Second Supplemental Indenture, and subject to the limitations therein.

Section 5.01. Governing Law . THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN THE STATE OF NEW YORK.

Section 6.01. Counterparts . This Fifth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Counterparts may be executed either in original, facsimile or electronic (i.e., “pdf” or “tif”) form and the parties hereto adopt any signatures received by facsimile or electronic (i.e., “pdf” or “tif”) transmission as the original signature of such party. This Fifth Supplemental Indenture shall become effective upon the execution hereof by each of the parties hereto.

Section 7.01. Headings . The Article and Section headings of this Fifth Supplemental Indenture are for convenience only and shall not affect the construction hereof.

Section 8.01. Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as the statements of the Company and the Guarantors and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Fifth Supplemental Indenture.

[PAGE INTENTIONALLY LEFT BLANK]


GUARANTEEING SUBSIDIARY :
SEASPAN INVESTMENT I LTD.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Signature page to Fifth Supplemental Indenture


Seaspan Holdco IV Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Ship Management Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Crew Management Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Director

Seaspan Crew Management India Private Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Director

Seaspan Management Services Limited

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Vice President

Seaspan Advisory Services Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Vice President

Signature page to Fifth Supplemental Indenture


TRUSTEE:

THE BANK OF NEW YORK MELLON, as Trustee

By:

 

/s/ Teresa Wyszomierski

 

Name: Teresa Wyszomierski

Title: Vice President

Signature page to Fifth Supplemental Indenture

Exhibit 4.7

This SIXTH SUPPLEMENTAL INDENTURE (this “ Sixth Supplemental Indenture ”), dated as of March 26, 2018, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “ Company ”), each of the subsidiaries listed on the signature pages hereto as “Guarantors” (collectively, the “Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of October 10, 2017 (the “ Base Indenture ”), between the Company and the Trustee, as amended and supplemented by a second supplemental indenture, dated as of February 14, 2018 (the “ Second Supplemental Indenture ”), among the Company, certain of the Guarantors and the Trustee, providing for the issuance of 5.50% Senior Notes due 2025 (the “ 2025 Notes ”), as further amended and supplemented by a third supplemental indenture, dated as of February 22, 2018 (the “ Third Supplemental Indenture ”), among the Company, certain of the Guarantors and the Trustee, a fourth supplemental indenture, dated as of March 22, 2018 (the “ Fourth Supplemental Indenture ”), among the Company, certain of the Guarantors and the Trustee, and a fifth supplemental indenture, dated as of the date hereof (the “ Fifth Supplemental Indenture ”), among the Company, the Guarantors and the Trustee;

WHEREAS, Section 7.01 of the Second Supplemental Indenture provides, among other things, that the Company, each Guarantor and the Trustee may, without the consent of any Holder of the 2025 Notes, enter into indentures supplemental to the Base Indenture to secure the 2025 Notes;

WHEREAS, pursuant to clause (7) of the second sentence of Section 7.01 of the Second Supplemental Indenture and clause (ii) of Section 4.01 of the Fourth Supplemental Indenture, the Company, each Guarantor and the Trustee are authorized to execute and deliver this Sixth Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder of the 2025 Notes; and

WHEREAS, all actions required to be taken by the Company and each of the Guarantors under the Indenture to make this Sixth Supplemental Indenture a valid, binding and legal agreement of the Company and each of the Guarantors, have been done.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions .

(a) The Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and this Sixth Supplemental Indenture is collectively referred to as the “ Indenture .”

(b) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.

Collateral ” means 100% of the LLC Interests of GCI, directly held and owned by Seaspan Investment, as the sole member, and all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any indemnity, warranty or guaranty payable to Seaspan Investment from time to time with respect to the foregoing.

GCI ” means Greater China Intermodal Investments LLC, a limited liability company duly organized and existing under the laws of the Republic of The Marshall Islands.


LLC Interests ” means the limited liability company interests of GCI.

Seaspan Investment Pledge Agreement ” means that certain pledge agreement, dated as of [•], 2018, between Seaspan Investment and the Trustee, as the same may from time to time be amended.

Seaspan Investment ” means Seaspan Investment I Ltd., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands.

ARTICLE II

APPLICATION OF SUPPLEMENTAL INDENTURE

Section 2.01. Application of this Sixth Supplemental Indenture . Notwithstanding any other provision of this Sixth Supplemental Indenture, the provisions of this Sixth Supplemental Indenture are expressly and solely for the benefit of the Trustee and the Holders of the 2025 Notes and any such provisions shall not be deemed to apply to any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the 2025 Notes.

ARTICLE III

COLLATERAL

Section 3.01. Collateral . Seaspan Investment hereby represents and warrants that as of the date of this Sixth Supplemental Indenture, the only outstanding LLC Interests are the LLC Interests directly held by Seaspan Investment. Seaspan Investment shall not permit GCI to issue any additional LLC Interests unless such additional LLC Interests are issued to Seaspan Investment, the Company or any Subsidiary of the Company and a lien on and security interest in all of the right, title and interest of Seaspan Investment, the Company or such Subsidiary of the Company, as applicable, over such additional LLC Interests is pledged, assigned and granted to the Trustee for the ratable benefit of the Trustee and the Holders of the 2025 Notes.

ARTICLE IV

EVENTS OF DEFAULT

Section 4.01. Additional Events of Default . In addition to the Events of Default in Article 5 of the Base Indenture, as amended and supplemented by Article VI of the Second Supplemental Indenture and Article IV of the Third Supplemental Indenture, solely for the purposes of the 2025 Notes (and not in relation to any other series of Securities), the following shall be an Event of Default with respect to the 2025 Notes:

(a) the Seaspan Investment Pledge Agreement or any security interest or lien purported to be created by the Seaspan Investment Pledge Agreement ceases for any reason to be enforceable or Seaspan Investment, or any Person acting on behalf of Seaspan Investment, denies or disaffirms, in writing, any obligation of Seaspan Investment set forth in or arising under the Seaspan Investment Pledge Agreement.

ARTICLE V

AMENDMENTS TO THE SEASPAN INVESTMENT PLEDGE AGREEMENT

Section 5.01. Amendments, Supplements and Waivers to the Seaspan Investment Pledge Agreement . With the consent of the Holders of each 2025 Note, including consents obtained in connection with a tender offer or exchange offer, by Act of said Holders of the 2025 Notes delivered to the Company and the Trustee, the Company (when authorized by or pursuant to a Company’s Board Resolution) and the Trustee (upon Company Order) may or may cause Seaspan Investment to enter into an amendment, supplement or waiver to the Seaspan Investment Pledge Agreement or the provisions in the Indenture dealing with the Collateral or the Seaspan Investment Pledge Agreement, as applicable.

Section 5.02. Execution of Amendments, Supplements and Waivers . As a condition to executing any supplement, amendment or waiver permitted by this Article V, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel and an Officer’s Certificate each stating that the execution of such supplemental indenture,


amendment or waiver is authorized or permitted by the Indenture and that all conditions precedent to the execution of such supplement, amendment or waiver have been fulfilled. The Trustee may, but shall not be obligated to, enter into any such supplement, amendment or waiver which affects the Trustee’s own rights, duties or immunities under the Indenture, the Seaspan Investment Pledge Agreement or otherwise.

ARTICLE VI

SEASPAN INVESTMENT PLEDGE AGREEMENT AND COLLATERAL

Section 6.01. Seaspan Investment Pledge Agreement Authorization . The Holders of the 2025 Notes hereby authorize and direct the Trustee to execute and deliver the Seaspan Investment Pledge Agreement and to take such actions on its behalf under the provisions of the Seaspan Investment Pledge Agreement and to exercise such powers and perform such duties as are delegated to the Trustee by the terms of the Seaspan Investment Pledge Agreement, together with such actions and powers as are reasonably incidental thereto.

Section 6.02. Extension of Rights and Protections . All rights and protections of the Trustee set forth in the Indenture, including without limitation its right to indemnification and reimbursement, shall extend to the Trustee in connection with its actions or omissions under the Seaspan Investment Pledge Agreement.

Section 6.03. Additional Rights of the Trustee . In addition to the rights and protections of the Trustee under the Indenture, the Trustee shall have the following additional rights and protections under this Sixth Supplemental Indenture and the Seaspan Investment Pledge Agreement:

(a) the Trustee shall not be responsible for, nor incur any liability with respect to, (i) the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the security interest in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part under this Sixth Supplemental Indenture or the Seaspan Investment Pledge Agreement, or for the filing, form, content or renewal of any UCC financing statements, fixture filings, mortgages, deeds of trust or such other documents or instruments related to the Collateral, (ii) the validity, sufficiency or condition of the Collateral or any agreement or assignment related thereto, (iii) the validity of the title of Speaspan Investment to the Collateral, (iv) insuring the Collateral or (v) the payment of taxes, charges or assessments upon the Collateral;

(b) the Trustee shall have no duty to the Holders of the 2025 Notes as to any Collateral in its possession or in the possession of someone under its control or in the possession or control of any agent or nominee of the Trustee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto, except the duty to accord such of the Collateral as may be in its possession substantially the same care as it accords similar assets held for the benefit of third parties;

(c) the Trustee shall be under no obligation independently to request or examine insurance coverage with respect to any Collateral; and

(d) the Trustee shall be under no obligation or duty to take any action under the Indenture or the Seaspan Investment Pledge Agreement if taking such action would subject the Trustee to a tax in any jurisdiction where it is not then subject to a tax or would require the Trustee to qualify to do business in any jurisdiction where it is not then so qualified.

Section 6.04. Release of Collateral .

(a) Each of the Holders of the 2025 Notes irrevocably authorizes the Trustee to release any lien on the Collateral and/or to terminate the Seaspan Investment Pledge Agreement (i) upon the satisfaction and discharge of the Indenture Obligations or (ii) if consented to by the Holders of each Outstanding 2025 Note.

(b) In no event shall the Trustee be obligated to execute or deliver any document evidencing any release or re-conveyance of Collateral without receipt of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture and the Seaspan Investment Pledge Agreement relating to such release or re-conveyance have been complied with and that such release or re-conveyance of the Collateral is authorized or permitted by the terms of the Indenture and the Seaspan Investment Pledge Agreement.

(c) The Trustee hereby acknowledges that, in accordance with Section 5.09 of the Fourth Supplemental Indenture, (i) concurrently with the execution of this Sixth Supplemental Indenture, it has received an Officer’s Certificate from the Company certifying that Seaspan Investment has provided both the Guarantee and pledge pursuant to Section 4.01 of the Fourth Supplemental Indenture, and (ii) based upon its receipt of the Officer’s Certificate referenced in clause (i) above, (1) the stock pledge over the shares of Seaspan Investment and the Pledge Agreement is hereby terminated and (2) all such shares are hereby released from the lien created thereunder.


(d) The Trustee agrees to promptly return to the Company any and all share certificate(s) that evidence all such shares of Seaspan Investment that were previously pledged under the Pledge Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.01. Ratification of Indenture . This Sixth Supplemental Indenture is executed and shall be constructed as an indenture supplement to the Base Indenture, as amended and supplemented by the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and as further supplemented and modified hereby, the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture are in all respects ratified and confirmed, and the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and this Sixth Supplemental Indenture shall be read, taken and constructed as one and the same instrument.

Section 7.02. Trust Indenture Act Controls . If any provision of this Sixth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be included in this Sixth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control.

Section 7.03. Notices . All notices and other communications shall be given as provided in the Indenture.

Section 7.04. Governing Law . THIS SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN THE STATE OF NEW YORK.

Section 7.05. Successors . All covenants and agreements in this Sixth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 7.06. Counterparts . This Sixth Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Counterparts may be executed either in original, facsimile or electronic (i.e., “pdf” or “tif”) form and the parties hereto adopt any signatures received by facsimile or electronic (i.e., “pdf” or “tif”) transmission as the original signature of such party.

Section 7.07. Headings . The Article and Section headings of this Sixth Supplemental Indenture are for convenience only and shall not affect the construction hereof.

Section 7.08. Trustee Not Responsible for Recitals . The recitals contained herein shall be taken as the statements of the Company and the Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Sixth Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Sixth Supplemental Indenture and perform its obligations hereunder.

[SIGNATURE PAGES TO FOLLOW]


IN WITNESS WHEREOF, the parties have caused this Sixth Supplemental Indenture to be duly executed as of the date first written above.

 

COMPANY:
SEASPAN CORPORATION
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President and Chief Executive Officer

Signature page to Sixth Supplemental Indenture


GUARANTORS:
Seaspan Holding 140 Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan 140 Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan (Asia) Corporation

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Containership 2180 Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Containership 2181 Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Holdco I Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Holdco II Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Signature page to Sixth Supplemental Indenture


Seaspan Holdco III Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Holdco IV Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Investment I Ltd.

By:

 

/s/ Mark Chu

 

Name: [Mark Chu

 

Title: Secretary]

Seaspan Ship Management Ltd.

By:

 

/s/ Mark Chu

 

Name: Mark Chu

 

Title: Secretary

Seaspan Crew Management Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Director

Seaspan Crew Management India Private Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Director

Seaspan Management Services Limited

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Vice President

Seaspan Advisory Services Ltd.

By:

 

/s/ Peter Curtis

 

Name: Peter Curtis

 

Title: Vice President

Signature page to Sixth Supplemental Indenture


TRUSTEE:

THE BANK OF NEW YORK MELLON, as Trustee

By:

 

/s/ Teresa Wyszomierski

 

Name: Teresa Wyszomierski

 

Title: Vice President

Signature page to Sixth Supplemental Indenture

Exhibit 4.8

SEASPAN INVESTMENT PLEDGE AGREEMENT

This SEASPAN INVESTMENT PLEDGE AGREEMENT, dated as of March 26, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “ Agreement ”) made by and between SEASPAN INVESTMENT I LTD. (together with any successor, the “ Grantor ”), as grantor, pledgor, assignor and debtor, in favor THE BANK OF NEW YORK MELLON, in its capacity as trustee (the “ Trustee ”) pursuant to the Indenture, dated as of October 10, 2017 (the “ Base Indenture ”), by and between Seaspan Corporation, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands (the “Issuer”) and The Bank of New York Mellon, as trustee (the “ Trustee ”), as amended and supplemented by a second supplemental indenture (the “ Second Supplemental Indenture ”), dated as of February 14, 2018, by and among the Issuer, certain subsidiary guarantors specified therein and the Trustee, as further amended and supplemented by a third supplemental indenture, dated as of February 22, 2018 (the “ Third Supplemental Indenture ”), by and among the Issuer, certain subsidiary guarantors specified therein and the Trustee, as further amended and supplemented by a fourth supplemental indenture, dated as of March 22, 2018 (the “ Fourth Supplemental Indenture ”), by and among the Issuer, certain subsidiary guarantors specified therein (including the Grantor) and the Trustee, as further amended and supplemented by a fifth supplemental indenture, dated as of the date hereof (the “ Fifth Supplemental Indenture ”), by and among the Issuer, certain subsidiary guarantors specified therein (including the Grantor) and the Trustee, and as further amended and supplemented by a sixth supplemental indenture, dated as of the date hereof (the “ Sixth Supplemental Indenture ” and, together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, the “ Indenture ”), by and among the Issuer, certain subsidiary guarantors specified therein (including the Grantor) (collectively, the “ Guarantors ”), and the Trustee.

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor and the Trustee hereby agree as follows:

Section  1.01 Definitions . The following terms shall have the following meanings:

Notes ” means the 5.50% Senior Notes due 2025, in an aggregate principal amount of $250,000,000, issued under the Second Supplemental Indenture by the Issuer.

Secured Obligations ” means the Indenture Obligations (as defined in the Second Supplemental Indenture).

Secured Parties ” means, collectively, the Trustee and the Holders (as defined in the Second Supplemental Indenture).

LLC Interests ” means the limited liability company interests of Greater China Intermodal Investments LLC (“ GCI ”).

Any capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

Section  1.02 Pledge .

(a) As collateral security for the payment and performance in full of all the Secured Obligations, the Grantor hereby pledges, assigns and grants to the Trustee for the ratable benefit of the Secured Parties, a lien on and security interest in and to all of the right, title and interest of such Grantor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “ Collateral ”): (i) 100% of the LLC Interests directly held and owned by the Grantor, as the sole member of GCI; and (ii) to the extent not covered by clause (i) of this sentence, all proceeds and products of the foregoing, all books and records at any time evidencing or relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and profits and products of, the foregoing, and any and all proceeds of any indemnity, warranty or guaranty payable to the Grantor from time to time with respect to the foregoing.

 

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(b) Upon the occurrence and during the continuance of an Event of Default under the Indenture, the Trustee shall have the right to receive all distributions, fees, compensation and other monies constituting or payable with respect to the LLC Interests and the same and the proceeds thereof shall be applied, along with other stated payments due under the Indenture, to the Secured Obligations in accordance with the Indenture until the Secured Obligations shall have been repaid in full.

(c) Upon the occurrence and during the continuation of an Event of Default under the Indenture, following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor: (i) all rights of the Grantor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain with respect to the LLC Interests shall cease and all such rights shall thereupon be vested in the Trustee which shall then have the sole right to receive and hold such dividends, distributions and interest payments; and (ii) all dividends, distributions and interest payments which are received by the Grantor contrary to the provisions of the foregoing clause (i) shall be received in trust for the benefit of the Trustee, shall be segregated from other property or funds of the Grantor, and shall be forthwith paid over to the Trustee in the exact form received, to be held by the Trustee as further collateral security for the Secured Obligations.

(d) Upon the occurrence and during the continuance of an Event of Default under the Indenture, and following written notice by the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes) to the Grantor, all rights of the Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise with respect to the LLC Interests shall cease and all such rights shall thereupon become vested in the Trustee which shall then have the sole right to exercise such voting and other consensual rights. Notwithstanding any other provision of this Agreement, the Trustee shall not be deemed to assume any contractual obligation of the Grantor owing to any Person by reason of this Agreement or a foreclosure by the Trustee on the LLC Interests, and such obligations shall remain the obligations of the Grantor.

(e) The Trustee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge, any obligation, duty or liability imposed on the Grantor under or by reason of any organizational document of the Grantor or GCI, and the Grantor does hereby agree to indemnify the Trustee for and to hold the Trustee harmless of and from any and all liability, loss, damage, tax, judgment, suit, penalty, cost, or expense (including, without limitation, fees, costs and expenses of any counsel, experts and agents) which it may or might incur as a result of this Agreement or any such obligation, duty or liability or any action or claim relating thereto.

Section  1.03 Representations and Warranties . The Grantor represents and warrants as follows:

(a) Ownership of Property and No Other Liens .  The Grantor is the sole, direct, legal and beneficial owner of the LLC Interests, and has good and marketable title to the LLC Interests, and the LLC Interests are not subject to any lien, claim, option or right of others (other than the lien created hereunder).

(b) Perfected Security Interest . This Agreement is effective to create in favor of the Trustee for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the LLC Interests.

Section  1.04 Modification in Writing .  None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Grantor therefrom shall be effective, except by a written instrument signed by the Trustee and the Grantor in accordance with the terms of the Indenture.

Section  1.05 Governing Law . This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

 

-2-


Section  1.06 Counterparts .  This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

Section  1.07 Trustee Rights . The Trustee shall be entitled to the same rights, protections, immunities and indemnities as set forth in the Indenture, as if the provisions setting forth those rights, protections, immunities and indemnities are fully set forth herein.

Section  1.08 Termination . The lien and security interest granted hereunder shall terminate and be released, in whole or in part, as provided in Section 6.04 of the Sixth Supplemental Indenture. Additionally, this Agreement shall terminate as provided in Section 6.04 of the Sixth Supplemental Indenture. In connection with any termination or release pursuant to this Section 1.08, the Trustee shall, subject to its receipt of any documents required to be delivered to it under the Indenture, execute and deliver to the Grantor or authorize the filing of, at the Grantor’s expense, all documents that the Grantor shall reasonably request and that are necessary to evidence such termination or release in form and substance reasonably satisfactory to the Trustee. Any execution and delivery of documents pursuant to this Section 1.08 shall be without recourse to or warranty by the Trustee.

Section  1.09 Successors and Assigns . All of the terms, covenants, warranties and conditions contained in this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided , however , that the Grantor may not assign any of its indebtedness, liabilities or obligations hereunder.

Section  1.10 Notices . Any notice or request hereunder may be given to the Grantor in care of the Company or the Trustee in accordance with Section 1.5 of the Base Indenture.

Section  1.11 Further Assurances . The Grantor agrees that at any time and from time to time, upon the written request of the Trustee (acting at the written direction of the Holders of not less than a majority in principal amount of the Outstanding Notes), the Grantor will execute and deliver such further documents and do such further acts and things as the Trustee may reasonably request in order to effect the purposes of this Agreement and to protect and perfect the security interests granted hereunder. Not in limitation but in furtherance of the foregoing, the Grantor shall promptly file a Uniform Commercial Code financing statement setting forth the Grantor, as debtor, and the Trustee, as secured party, with the office of the Recorder of Deeds of the District of Columbia to perfect such security interests in the Collateral.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

SEASPAN INVESTMENT I LTD.
By:   /s/ Mark Chu
Name:   Mark Chu
Title:   Secretary

Seaspan Investment Pledge Agreement Signature Page


THE BANK OF NEW YORK MELLON, as Trustee

By:

 

/s/ Teresa Wyszomierski

Name:

 

Teresa Wyszomierski

Title:

 

Vice President

Seaspan Investment Pledge Agreement Signature Page

Exhibit 4.9

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of February 14, 2018 by and among the Company, the guarantors party thereto and each of the investors party thereto) to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of March 26, 2018

 

SEASPAN INVESTMENT I LTD., as a Guarantor
By:   /s/ Mark Chu
  Name: Mark Chu
  Title: Secretary