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

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 22, 2019

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 OF FOREIGN PRIVATE ISSUER 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;

 

   

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

 

   

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-224288) FILED WITH THE SEC ON APRIL 13, 2018, AS AMENDED ON MAY 3, 2018 AND MAY 7, 2018;

 

   

REGISTRATION STATEMENT ON FORM F-3D (FILE NO. 333-224291) FILED WITH THE SEC ON APRIL 13, 2018;

 

   

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-225681) FILED WITH THE SEC ON JUNE 15, 2018;

 

   

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-227597) FILED WITH THE SEC ON SEPTEMBER 28, 2018;

 

   

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-229312) FILED WITH THE SEC ON JANUARY 18, 2019;

 

   

REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-230524) FILED WITH THE SEC ON MARCH 27, 2019; and

 

   

REGISTRATION STATEMENT ON FORM F-4 (FILE NO. 333-231401) FILED WITH THE SEC ON MAY 13, 2019;

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

New Subsidiary Guarantors to the 2025 Notes

Eleventh Supplemental Indenture Relating to the 2025 Notes

The 5.50% Senior Notes due 2025 (the “2025 Notes”), which are senior obligations of Seaspan Corporation (the “Company”), were issued under an Indenture, dated October 10, 2017 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended and supplemented by (i) a second supplemental indenture (the “Second Supplemental Indenture”), dated February 14, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (ii) a third supplemental indenture (the “Third Supplemental Indenture”), dated as of February 22, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (iii) a fourth supplemental indenture (the “Fourth Supplemental Indenture”), dated as of March 22, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (iv) a fifth supplemental indenture (the “Fifth Supplemental Indenture”), dated as of March 26, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (v) a sixth supplemental indenture (the “Sixth Supplemental Indenture”), dated as of March 26, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (vi) a seventh supplemental indenture (the “Seventh


Supplemental Indenture”), dated as of June 8, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee, (vii) an eighth supplemental indenture (the “Eighth Supplemental Indenture”), dated as of July 16, 2018, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee and (viii) a tenth supplemental indenture (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, the “2025 Indenture”), dated as of January 15, 2019, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee.

Section 4.02 of the Fourth Supplemental Indenture provides, among other things, that if one of the subsidiaries specified in a schedule therein is able to provide a guarantee of the Company’s obligations under the 2025 Indenture without breaching an existing obligation, the Company shall cause such subsidiary to execute a supplemental indenture pursuant to which it will become a “Guarantor” (as defined therein) of the 2025 Notes.

In connection with their obligations under Section 4.02 to become a “Guarantor” of the 2025 Notes, GC Intermodal II, Ltd., GC Intermodal III, Ltd., GC Intermodal XII, Ltd. and GC Intermodal XIV, Ltd., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the “New Subsidiary Guarantors”), entered into an eleventh supplemental indenture (the “Eleventh Supplemental Indenture”), dated August 22, 2019, among the Company, the subsidiary guarantors specified therein (including the New Subsidiary Guarantors) and the Trustee, pursuant to which each of the New Subsidiary Guarantors became a “Guarantor” with respect to the 2025 Notes and guaranteed the 2025 Notes.

The Eleventh Supplemental Indenture is filed as Exhibit 4.11 to this Report on Form 6-K and is incorporated herein by reference. The description of the Eleventh Supplemental Indenture in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of the Eleventh Supplemental Indenture.

New Subsidiary Guarantors to the 2026 Notes

Twelfth Supplemental Indenture Relating to the 2026 Notes

The 5.50% Senior Notes due 2026 (the “2026 Notes”), which are senior obligations of the Company, were issued under the Base Indenture, as amended and supplemented by a ninth supplemental indenture (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “2026 Indenture”), dated as of January 15, 2019, among the Company, the subsidiary guarantors of the Company specified therein and the Trustee.

Section 5.08(e) of the Ninth Supplemental Indenture provides, among other things, that if one of the subsidiaries specified in a schedule therein is able to provide a guarantee of the Company’s obligations under the 2026 Indenture without breaching an existing obligation, the Company shall cause such subsidiary to execute a supplemental indenture pursuant to which it will become a “Guarantor” (as defined therein) of the 2026 Notes.

In connection with their obligations under Section 5.08(e) to become a “Guarantor” of the 2026 Notes, each of the New Subsidiary Guarantors entered into a twelfth supplemental indenture (the “Twelfth Supplemental Indenture”), dated August 22, 2019, among the Company, the subsidiary guarantors specified therein (including the New Subsidiary Guarantors) and the Trustee, pursuant to which each of the New Subsidiary Guarantors became a “Guarantor” with respect to the 2026 Notes and guaranteed the 2026 Notes.

The Twelfth Supplemental Indenture is filed as Exhibit 4.12 to this Report on Form 6-K and is incorporated herein by reference. The description of the Twelfth Supplemental Indenture in this Report on Form 6-K is a summary and is qualified in its entirety by the terms of the Twelfth Supplemental Indenture.


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    Third Supplemental Indenture, dated as of February 22, 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 4.1 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    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 (incorporated herein by reference to Exhibit 4.5 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018).
4.5    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 (incorporated herein by reference to Exhibit 4.6 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018).
4.6    Sixth 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 (incorporated herein by reference to Exhibit 4.7 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on March 30, 2018).
4.7    Seventh Supplemental Indenture, dated as of June 8, 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 4.8 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on June 11, 2018).
4.8    Eighth Supplemental Indenture, dated as of July 16, 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 4.8 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on July 16, 2018).
4.9    Ninth Supplemental Indenture, dated as of January 15, 2019, 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 4.9 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on January 17, 2019).
4.10    Tenth Supplemental Indenture, dated as of January 15, 2019, 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 4.10 to Seaspan Corporation’s Form 6-K (File No. 001-32591), filed with the U.S. Securities and Exchange Commission on January 17, 2019).
4.11    Eleventh Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee.
4.12    Twelfth Supplemental Indenture, dated as of August 22, 2019, by and among Seaspan Corporation, the subsidiary guarantors specified therein and The Bank of New York Mellon, as trustee.


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: August 22, 2019     By:   /s/ Bing Chen
      Bing Chen
      President and Chief Executive Officer
EX-4.11

Exhibit 4.11

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Eleventh Supplemental Indenture”), dated as of August 22, 2019, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), GC INTERMODAL II, LTD., GC INTERMODAL III, LTD., GC INTERMODAL XII, LTD. and GC INTERMODAL XIV, LTD., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the “Guaranteeing Subsidiaries”), 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”), among the Company, the guarantors party thereto and the Trustee, 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 party thereto and the Trustee, (iii) a fourth supplemental indenture, dated as of March 22, 2018 (the “Fourth Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee, (iv) a fifth supplemental indenture, dated as of March 26, 2018 (the “Fifth Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee, (v) a sixth supplemental indenture, dated as of March 26, 2018 (the “Sixth Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee, (vi) a seventh supplemental indenture, dated as of June 8, 2018 (the “Seventh Supplemental Indenture”) among the Company, the guarantors party thereto and the Trustee, (vii) an eighth supplemental indenture, dated as of July 16, 2018 (the “Eighth Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee and (viii) a tenth supplemental indenture, dated as of January 15, 2019 (the “Tenth Supplemental Indenture”), among the Company, the guarantors party thereto 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 4.02 of the Fourth Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiaries to execute a supplemental indenture pursuant to which each 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, each Guaranteeing Subsidiary and the Guarantors are authorized to execute and deliver this Eleventh Supplemental Indenture to amend or supplement the Indenture as set forth herein; and

WHEREAS, all actions required to be taken by the Company, each Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Eleventh Supplemental Indenture a valid, binding and legal agreement of the Company, each 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, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture, the Eighth Supplemental Indenture, the Tenth Supplemental Indenture and this Eleventh 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 Eleventh Supplemental Indenture. Notwithstanding any other provision of this Eleventh Supplemental Indenture, the provisions of this Eleventh 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. Each 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. Each 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 ELEVENTH 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 Eleventh 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 Eleventh 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 Eleventh 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 Eleventh Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Eleventh Supplemental Indenture.

[PAGE INTENTIONALLY LEFT BLANK]


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

 

COMPANY

 

SEASPAN CORPORATION

By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

Signature Page to Eleventh Supplemental Indenture


GUARANTEEING SUBSIDIARIES:

 

GC INTERMODAL II, LTD.

By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

 

GC INTERMODAL III, LTD.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

 

GC INTERMODAL XII, LTD.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

 

GC INTERMODAL XIV, LTD.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

Signature Page to Eleventh Supplemental Indenture


GUARANTORS:

 

Seaspan Holding 140 Ltd.

By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan 140 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan (Asia) Corporation
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Containership 2180 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Containership 2181 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco I Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco II Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

Signature Page to Eleventh Supplemental Indenture


Seaspan Holdco III Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco IV Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Ship Management Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Crew Management Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Investment I Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Management Services Limited
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President

 

Seaspan Advisory Services Limited
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President

 

Seaspan Capital Ltd.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

Signature Page to Eleventh Supplemental Indenture


TRUSTEE:

 

THE BANK OF NEW YORK MELLON, as Trustee

By:   /s/ Teresa Wyszomierski
  Name: Teresa Wyszomierski
  Title: Vice President

Signature Page to Eleventh Supplemental Indenture

EX-4.12

Exhibit 4.12

This TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”), dated as of August 22, 2019, among SEASPAN CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (the “Company”), GC INTERMODAL II, LTD., GC INTERMODAL III, LTD., GC INTERMODAL XII, LTD. and GC INTERMODAL XIV, LTD., each a corporation duly organized and existing under the laws of the Republic of the Marshall Islands with limited liability (collectively, the “Guaranteeing Subsidiaries”), 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 a ninth supplemental indenture, dated as of January 15, 2019 (the “Ninth Supplemental Indenture”), among the Company, the Guarantors and the Trustee, providing for the issuance of a series of Securities designated as its “5.50% Senior Notes due 2026”, in an aggregate principal amount of $250,000,000 (the “2026 Notes”);

WHEREAS, clause (12) of the second sentence of Section 7.01 of the Ninth Supplemental Indenture provides that the Company, the Guarantors and the Trustee may, without the consent of any Holder of the 2026 Notes, enter into indentures supplemental to the Indenture for the purpose of adding a Guarantor under the Indenture;

WHEREAS, Section 5.08(e) of the Ninth Supplemental Indenture provides that the Company shall cause the Guaranteeing Subsidiaries to execute a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall become a Guarantor under the Indenture and unconditionally guarantee the Indenture Obligations (as defined in the Ninth Supplemental Indenture);

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

WHEREAS, all actions required to be taken by the Company, each Guaranteeing Subsidiary and each of the Guarantors under the Indenture to make this Twelfth Supplemental Indenture a valid, binding and legal agreement of the Company, each 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 Ninth Supplemental Indenture and this Twelfth 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 Twelfth Supplemental Indenture. Notwithstanding any other provision of this Twelfth Supplemental Indenture, the provisions of this Twelfth Supplemental Indenture expressly and solely relate to the Indenture with respect to the 2026 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 2026 Notes.


Section 3.01    Joinder to Indenture. Each 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 Ninth Supplemental Indenture as a “Guarantor” on the date of the Ninth Supplemental Indenture.

Section 4.01    Agreement to Guarantee. Each 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 Ninth Supplemental Indenture, and subject to the limitations therein.

Section 5.01    Governing Law. THIS TWELFTH 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 Twelfth 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 Twelfth 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 Twelfth 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 Twelfth Supplemental Indenture, except that the Trustee represents that it is duly authorized under its corporate bylaws to execute and deliver this Twelfth Supplemental Indenture.

[PAGE INTENTIONALLY LEFT BLANK]


IN WITNESS WHEREOF, the parties have caused this Twelfth 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 Twelfth Supplemental Indenture


GUARANTEEING SUBSIDIARIES:

 

GC INTERMODAL II, LTD.

By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

GC INTERMODAL III, LTD.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

GC INTERMODAL XII, LTD.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

GC INTERMODAL XIV, LTD.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

Signature Page to Twelfth Supplemental Indenture


GUARANTORS:

 

Seaspan Holding 140 Ltd.

By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan 140 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan (Asia) Corporation
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Containership 2180 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Containership 2181 Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco I Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco II Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

Signature Page to Twelfth Supplemental Indenture


Seaspan Holdco III Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Holdco IV Ltd.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

 

Seaspan Ship Management Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Crew Management Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Investment I Ltd.
By:   /s/ Ryan Courson
  Name: Ryan Courson
  Title: Chief Financial Officer

 

Seaspan Management Services Limited
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President

 

Seaspan Advisory Services Limited
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: President

 

Seaspan Capital Ltd.
By:   /s/ Bing Chen
  Name: Bing Chen
  Title: Chief Executive Officer

Signature Page to Twelfth Supplemental Indenture


TRUSTEE:

 

THE BANK OF NEW YORK MELLON, as Trustee

By:   /s/ Teresa Wyszomierski
  Name: Teresa Wyszomierski
  Title: Vice President

Signature Page to Twelfth Supplemental Indenture